Tri Origin Announces up to $500,000 Non-Brokered Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Aurora, Ontario, February 14, 2018 – Tri Origin Exploration Ltd. (TSX-V: TOE) (the “Company”) is pleased to announce that it intends to complete a non-brokered private placement financing of up to 14,285,715 units (the “Units”) at a price of $0.035 per Unit, for total gross proceeds to the Company of up to $500,000 (the “Offering”). Each Unit shall consist of one common share in the capital of the Company (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant shall entitle the holder to acquire one Share at a price of $0.05 per Share for a period of five years from the closing date of the Offering.
The gross proceeds raised from the sale of the Units will be used by the Company for mineral exploration and drilling on the Company’s key gold projects in the Province of Ontario and for general working capital purposes. None of the proceeds of the financing shall be payable to non-arm’s length parties.
The Offering is available to all shareholders of the Company as at February 13, 2018 (the “Record Date”) (and still are shareholders) who are eligible to participate under the “Existing Shareholder Exemption”. 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.
There are conditions and restrictions when relying upon the Existing Shareholder Exemption, namely, the subscriber must: a) be a shareholder of the Company on the Record Date (and still are a shareholder), b) be purchasing the Units as a principal, i.e. for their own account and not for any other party, and c) may not purchase more than $15,000 value of securities from the Company in any twelve month period. There is one exception to the $15,000 subscription limit. In the event that a subscriber wishes to purchase more than $15,000 value of securities then it may do so provided it has first received ‘suitability advice’ from a registered investment dealer and, in this case, subscribers will be asked to confirm the registered investment dealer’s identity and employer.
If the Offering is over-subscribed, it is possible that a shareholder’s 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 offering amount.
Completion of the Offering is subject to approval of the TSX Venture Exchange (the “TSX-V”) to list the Common Shares underlying the Units and the Warrants on the TSX-V. The Offering is being made pursuant to the grant of a “discretionary waiver” of the TSX Venture Exchange’s minimum $0.05 pricing requirement and is subject to acceptance by the TSXV. 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. The Offering is expected to close on or about February 28, 2018.
The Offering will be exempt from prospectus and registration requirements of applicable securities laws. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Any existing shareholders interested in participating in the Offering should contact legal counsel to the Company, Peterson McVicar LLP, attention: Jonathan Clark (E: firstname.lastname@example.org. T: 647-259-1783).
About Tri Origin
Tri Origin Exploration Ltd. is publicly listed on the TSXV under the trading symbol TOE. Tri Origin is a leading Canadian exploration company with gold and base metal projects in Canada.
For more information about Tri Origin, please visit www.triorigin.com or SEDAR www.sedar.com or contact:
Dr. Robert Valliant, President
Tri Origin Exploration Ltd.
Tel: (905) 727-1779
photo credit:Tri Origin Exploration