(TheNewswire)
Aurora, Ontario – TheNewswire - January 13,20 21 – Tri Origin Exploration Ltd. (TSXV:TOE) ( the“ Company ”) is announcing that certaindirectors (the “ Insiders ”) have participated in itspreviously announced non-brokered private placement and upsizingissuing 21,923,076 units of the Company for aggregate gross proceedsof $2,750,000 through the private placement (the “ Private Placement ”).
The Insiders of theCompany have subscribed for an aggregate of 978,154 units of theCompany for aggregate gross proceeds of $125,500. The Insiders’participation in the Private Placement will support advancement of theCompany’s mining projects and general working capital purposes. The issuance of the units to the Insiders pursuant to the PrivatePlacement are considered related party transactions within the meaningof TSXV Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders inSpecial Transactions (“ MI 61-101 ”). TheCompany intends to rely on the exemptions from the formal valuationand minority approval in sections 5.5(b) and 5.7(b) of MI 61-101 inrespect of the Company not listed on specific markets and the relatedparty transaction not exceeding $2,500,000 respectively.
The closing of the Private Placement has resulted in agreater than 2% decrease of director Robert Valliant’s ownership inthe capital of the Company due to dilution. Prior to the PrivatePlacement, Dr. Valliant owned or controlled a total of 2,744,842common shares, 200,000 warrants and 1,000,000 options of the Company,representing a 10.14% interest on an undiluted basis and 13.95% on apartially diluted basis. Following the Private Placement, Dr.Valliant owned or controlled a total of 3,518,996 common shares,974,154 warrants and 1,000,000 options of the Company, representing a7.18% interest on an undiluted basis and 10.78% on a partially dilutedbasis.
In satisfaction of the requirements of TSXV Policy 4.1– PrivatePlacements , TSXV Policy 5.9 – Protection of Minority Securityholders inSpecial Transactions , Multilateral Instrument61-101 – Protection ofMinority Security Holder in Special Transactions , National Instrument 51-102 – Continuous DisclosureObligations , National Instrument 62-104 - Take-Over Bids And IssuerBids and National Instrument 62-103 - The Early Warning System andRelated Take-Over Bid and Insider Reporting Issues , a material change report respecting the acquisition ofsecurities by the related party transactions and an early warningreport respecting the decrease in director Robert Valliant’sholdings in the capital of the Company will be filed under theCompany’s SEDAR Profile at www.sedar.com. A copy of the earlywarning report regarding the change in shareholding can be obtained bycontacting Robert Valliant at 905-727-1779.
Closing of the Private Placement is subject to the approval of the TSXVenture Exchange.
Participation in the Private Placement was completedfor investment purposes. Depending on market and other conditions,the Insiders may from time to time in the future increase or decreasetheir ownership, control or direction over securities of the Company,through market transactions, private agreements, or otherwise.
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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