(TheNewswire)
Aurora, Ontario - TheNewswire - December 17,20 20 - Tri Origin Exploration Ltd. (TSXV:TOE) ( the“ Company ”) is pleased to announce that itintends to complete a non-brokered financing for gross proceeds of upto $1,500,000 through the private placement of units of the Company(“ Units ”) at a price of $0.125 per Unit, (the “ Offering ”). EachUnit shall consist of one common share in the capital of the Company(a “ Common Share ”) and one Common Share purchase warrant (each whole Common Share purchasewarrant, a “ Warrant ”). Each whole Warrant shall entitlethe holder to acquire one Common Share at a price of $0.18 per Sharefor a period of 24 months from the closing date of the Offering. The Company shall have the option to increasethe Offering to raise an additional $1,000,000 in gross proceeds.
It is expected that O3Mining Inc. (“ O3 ”) will participate in the Offering by purchasing 2,400,000Units and Osisko Mining Inc. (“ Osisko Mining ”), will participate in theOffering by purchasing 3,200,000 Units. It is also expected that oncompletion of the Offering and their respective participation, each ofO3 and Osisko Mining will be granted a right to nominate one person tothe board of directors of the Company.
The Offering is expected to close on or about January8, 2020. The completion of the Offering is subject to receipt ofnecessary approvals, including the approval of the TSX VentureExchange. All securities issued pursuant to the Offering will besubject to a four month and one day hold period in accordance withapplicable securities laws.
In addition to investors who may participate in theOffering under the other applicable prospectus exemptions under theCanadian securities laws, the Offering is also available to allshareholders of the Company as at December 16, 2020 (the" Record Date ") (who continue to be shareholders of the Company up tothe closing of the Offering) who are eligible to participate underexemption from prospectus requirement set out in Ontario SecuritiesCommission Rule 45-501 – Exemption from prospectus requirement for certain trades to existingsecurity holders (the “ Existing Shareholder Exemption ”). Any person who becomes a shareholder of the Companyafter the Record Date is not permitted to participate in the Offeringusing the Existing Shareholder Exemption, but other exemptions maystill be available to them. Shareholders who became shareholders afterthe record date should consult their professional advisors whencompleting their subscription form to ensure that they use the correctexemption.
Subscribers proposing to purchase Units under theExisting Shareholder Exemption may not purchase more than $15,000value of securities from the Company in any twelve month period unlesssuch subscriber has obtained 'suitability advice' from a registeredinvestment dealer, as such term issued in Ontario Securities Commission Rule 45-501. The Offering willremain open until 4:30 p.m. (EDT) on January 06, 2021 subject toearlier cut-off if the Offering is over-subscribed or in the event ofa material change in the affairs of the Company.
If the Offering is over-subscribed, it is possible thata shareholder's subscription may not be accepted by the Company eventhough it is received. Additionally, in the event of an imbalance oflarge subscriptions compared to smaller subscriptions management ofthe Company reserves the right in its discretion to reduce largesubscriptions in favour of smaller shareholder subscriptions. There isno minimum amount that will be required to be raised pursuant to theExisting Shareholder Exemption portion of the Offering. Any existingshareholders interested in participating in the Offering shouldcontact the Company as noted below.
Early Warning Reports
It is expected that as part of the Ontario Offering, O3will acquire 2,400,000 Units and Osisko Mining will acquire 3,200,000Units at a price of $0.125 per Unit for an aggregate purchase price of$300,000 and $400,000 respectively, making their respective holdingsin the Company 4,800,000 Common Shares for O3 and 6,400,000 Common Shares for Osisko Mining (assuming the exercisein full of the Warrants). The issuance of 2,400,000 Units to O3 and of 3,200,000 Units to Osisko Miningrepresents the acquisition of approximately 11.58% by O3 and ofapproximately 15.14% by Osisko Mining of the number of Common Sharesexpected to be issued and outstanding immediately prior to the closingof the Offering calculated on a partially-diluted basis. Immediatelyprior to the Offering, neither O3 nor Osisko Mining held any CommonShares. In the event the offering is increased these percentageownerships may change.
The Units are being acquired by each of O3 and OsiskoMining for investment purposes. Depending on market conditions,respective views of O3 and Osisko Mining of the Company’s prospectsand other factors considered, O3 and Osisko Mining may acquireadditional securities of the Company from time to time in the future,in the open market or pursuant to privately negotiated transactions,or may sell all or a portion of its securities of the Company. For thepurposes of this notice, the address of each of O3 and Osisko Miningis 155 University Avenue, Suite 1440, Toronto, Ontario M5H 3B7.
In satisfaction of the requirements of the NationalInstrument 62-104 - Take-OverBids And Issuer Bids and National Instrument62-103 - The Early WarningSystem and Related Take-Over Bid and Insider ReportingIssues , an early warning report respecting theacquisition of Units by each of O3 and Osisko Mining will be filedunder the Company’s SEDAR Profile at www.sedar.com. A copy of theearly warning report regarding the acquisition can be obtained bycontacting Robert Valliant at 905-727-1779.
The Offering will be exempt from prospectus and registrationrequirements of applicable securities laws. The securities beingoffered have not been, nor will they be, registered under the UnitedStates Securities Act of 1933, as amended, and may not be offered orsold in the United States or to, or for the account or benefit of,U.S. persons absent registration or an applicable exemption from theregistration requirements. This press release shall not constitute anoffer to sell or the solicitation of an offer to buy nor shall therebe any sale of the securities in any State in which such offer,solicitation or sale would be unlawful.
About Tri Origin
Tri Origin Exploration Ltd. is publicly listed on theTSX Venture Exchange under the trading symbol TOE. Tri Origin is aleading Canadian exploration company with gold and base metal projectsin Canada.
For more information about TriOrigin, please visit www.triorigin.com or SEDAR www.sedar.com orcontact:
Dr. Robert Valliant, President
Tri Origin Exploration Ltd.
Tel: (905) 727-1779
E-mail: invest@triorigin.com
Forward Looking Statements:
Neither TSX Venture Exchange nor its RegulationServices Provider (as that term is defined in the policies of the TSXVenture Exchange) accepts responsibility for the adequacy or accuracyof this release. This News Release includes certain"forward-looking statements" which are not comprised ofhistorical facts. Forward-looking statements include estimates andstatements that describe the Company’s future plans, objectives orgoals, including words to the effect that the Company or managementexpects a stated condition or result to occur. Forward-lookingstatements may be identified by such terms as “believes”,“anticipates”, “expects”, “estimates”, “may”,“could”, “would”, “will”, or “plan”. Sinceforward-looking statements are based on assumptions and address futureevents and conditions, by their very nature they involve inherentrisks and uncertainties. Although these statements are based oninformation currently available to the Company, the Company providesno assurance that actual results will meet management’sexpectations. Risks, uncertainties and other factors involved withforward-looking information could cause actual events, results,performance, prospects and opportunities to differ materially fromthose expressed or implied by such forward-looking information.Forward looking information in this news release includes, but is notlimited to, the intention to complete the Offering and the expectedexpenditure of the proceeds of the Offering, the Company’sobjectives, goals or future plans, statements, exploration results,potential mineralization, the estimation of mineral resources,exploration and mine development plans, timing of the commencement ofoperations and estimates of market conditions. Factors that couldcause actual results to differ materially from such forward-lookinginformation include, but are not limited to, the Company’s abilityto obtain all approvals required in connection with the Offering andsuccessfully complete the Offering, the Company’s ability to predictor counteract potential impact of COVID-19 coronavirus on factorsrelevant to the Company’s business failure to identify mineralresources, failure to convert estimated mineral resources to reserves,the inability to complete a feasibility study which recommends aproduction decision, the preliminary nature of metallurgical testresults, delays in obtaining or failures to obtain requiredgovernmental, environmental or other project approvals, politicalrisks, inability to fulfill the duty to accommodate First Nations andother indigenous peoples, uncertainties relating to the availabilityand costs of financing needed in the future, changes in equitymarkets, inflation, changes in exchange rates, fluctuations incommodity prices, delays in the development of projects, capital andoperating costs varying significantly from estimates and the otherrisks involved in the mineral exploration and development industry,and those risks set out in the Company’s public documents filed onSEDAR. Although the Company believes that the assumptions and factorsused in preparing the forward-looking information in this news releaseare reasonable, undue reliance should not be placed on suchinformation, which only applies as of the date of this news release,and no assurance can be given that such events will occur in thedisclosed time frames or at all. The Company disclaims any intentionor 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.
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