Tri Origin Announces Proposed Share Consolidation
Aurora, Ontario– February 25, 2020- Tri Origin Exploration Ltd. (TSX-V: TOE) (the “Company”) announces that it plans to hold a shareholder meeting to seek approval to complete a consolidation of its issued and outstanding share capital on the basis of one (1) post-consolidation common share for up to each ten (10) pre-consolidation common shares (the “Consolidation”). Any fraction of a share will be rounded down to the nearest whole number.
The Company currently has 127,299,639 shares issued and outstanding as well as 7,927,333 warrants and 8,050,000 stock options outstanding. If the Consolidation is completed at maximum level approved by shareholders, the outstanding capital of the Company will be reduced to approximately 12,729,963 shares, 782,733 warrants and 805,000 stock options. The exercise price of warrants and stock options will be adjusted based on the same ratio as the Consolidation.
Management of the Company believes that the proposed share consolidation will greatly enhance the Company’s ability to access capital and position the Company to gain greater exposure to investors that are not willing to trade equity stocks below a certain threshold and, as a result, increase the liquidity of the Company. It will also allow the Company to have greater flexibility in considering business opportunities that are affected by the Company’s share capital and in the pricing of warrants and options.
The Company will not be changing its name or trading symbol in connection with the Consolidation.
The Consolidation requires shareholder approval. The Company has called a special meeting of shareholders to be held on April 16, 2020 at the offices of Peterson McVicar LLP, 18 King Street east, Suite 902, Toronto, Ontario. The date of record for shareholders eligible to vote is set at February 28, 2020. Shareholders will be sent additional information prior to the meeting and meeting materials will be posted on the Company’s website and on SEDAR at www.sedar.com. In addition, completion of the Consolidation will be subject to acceptance by the TSX-Venture Exchange.
The Consolidation forms part of a strategic course of action being evaluated by the board of directors and enacted on by management. The objective is to unlock value for shareholders and provide shareholders with a renewed exploration focus and activity. The strategic review process continues and additional structural changes may be contemplated by the Company.
Shareholders will be provided with additional information as the Company progresses with its plans.
Dr. Robert Valliant, President
Tri Origin Exploration Ltd.
Tel: (905) 727-1779
Tri Origin Exploration Ltd. is publicly listed on the TSX Venture Exchange under the trading symbol TOE. Tri Origin is a leading Canadian exploration company with gold and base metal projects in Canada.
CAUTIONARY STATEMENT: Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release may contain forward-looking statements that are subject to known and unknown risks and uncertainties that could cause actual results to vary materially from targeted results. Such risks and uncertainties include those described in Tri Origin's periodic reports including the annual report or in the filings made by Tri Origin from time to time with securities regulatory authorities.
This News Release includes certain "forward-looking statements" which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the Company’s objectives, goals or future plans, completion of the Consolidation and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to failure to identify beneficial business opportunities, failure to convert the potential in the pursued business opportunities to tangible benefits to the Company or its shareholders, delays in obtaining or failures to obtain required shareholder and TSX Venture Exchange approvals, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, and those risks set out in the Company’s public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.