Tri Origin Announces Revisions to Terms of Non-Brokered Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Aurora, Ontario, September 9, 2020 – Tri Origin Exploration Ltd. (TSX-V: TOE) (the “Company”) announces that it has adjusted the terms of the non-brokered private placement financing which was initially announced on August 24, 2020. It is now intended that gross proceeds of up to C$2,100,000 will be raised through the issuance of up to 3,000,000 common shares (“Common Shares”) at a price of $0.32 per Common Share and 3,000,000 flow-through shares (“Flow-Through Shares”) at a price of $0.38 per Flow-Through Share (the “Offering”). The Offering is expected to close on or about September 30, 2020. The revisions reflect the Company’s current market conditions and allow for additional Flow-Through Shares to be offered. The Offering is available to all qualified investors.
The gross proceeds raised from the sale of the Common Shares and Flow-Through Shares (collectively the “Offered Shares”) will be used by the Company for mineral exploration and drilling on the Company’s key gold projects in the Province of Ontario including the Sky Lake gold project in the Pickle Lake Mining District and the North Abitibi gold project located on the Casa Berardi gold trend and for general working capital purposes.
The Flow-Through Share will qualify as a “flow-through share” as such term is defined in s. 66(15) of the Income Tax Act (Canada) and will entitle the holders to receive the tax benefits applicable to the flow-through shares, in accordance with the provisions of the Income Tax Act (Canada). All securities issued pursuant to the Offering will be subject to a four month and one day hold period in accordance with applicable securities laws.
In addition to qualified investors the Offering is open, as explained below, to all shareholders of record of the Company as at September 8, 2020 (the "Record Date") resident in Canada who are eligible to participate under the exemption from prospectus requirement set out in Ontario Securities Commission Rule 45-501 – Exemption from prospectus requirement for certain trades to existing security holders (the “Existing Shareholder Exemption”) and who continue be shareholders of the Company immediately prior to the closing of the Offering.
Subscribers proposing to purchase Offered Shares under the Existing Shareholder Exemption may not purchase more than $15,000 value of securities from the Company in any twelve month period unless such subscriber has obtained 'suitability advice' from a registered investment dealer, as such term issued in Ontario Securities Commission Rule 45-501. The Offering will remain open until 4:30 p.m. (EDT) on September 28, 2020 subject to earlier cut-off if the Offering is over-subscribed or in the event of a material change in the affairs of the Company.
If the Offering is over-subscribed, it is possible that a subscription may not be accepted by the Company even though it is received. Additionally, in the event of an imbalance of large subscriptions compared to smaller subscriptions management of the Company reserves the right in its discretion to reduce large subscriptions in favour of smaller shareholder subscriptions. There is no minimum amount that will be required to be raised pursuant to the Existing Shareholder Exemption portion of the Offering.
Any person who becomes a shareholder of the Company after the Record Date is not permitted to participate in the Offering using the Existing Shareholder Exemption but other exemptions may still be available to them. Shareholders who became shareholders after the Record Date should consult their professional advisors when completing their subscription form to ensure that they use the correct exemption.
Those interested in participating in the Offering should contact the Company as noted below or legal counsel to the Company, Peterson McVicar LLP, attention: Andrey Shamis (E:firstname.lastname@example.org. T: (647) 259-1786).
About Tri Origin
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.
Dr. Robert Valliant, President
Tri Origin Exploration Ltd.
Tel: (905) 727-1779
Forward Looking Statements:
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 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 intention to complete the foregoing, the Company’s objectives, goals or future plans, statements, exploration results, potential mineralization, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of operations 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, the Company’s ability to obtain all approvals required in connection with the foregoing, the Company’s ability to predict or counteract potential impact of COVID-19 coronavirus on factors relevant to the Company’s business failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, inability to fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, 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.