Tri Origin Announces up to $240,000 Non-Brokered Private Placement
Aurora, Ontario / TheNewswire / May 5, 2016 - 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 a minimum of 2,000,000 units and up to a maximum of 4,000,000 units (the "Units") at a price of $0.06 per Unit for gross proceeds of at least $120,000 and up to $240,000 (the "Offering"). Each Unit will consist of one common share in the capital stock of the Company issued on a flow-through basis ("Flow Through Share") and one half ( 1/2 ) of a common share purchase warrant (each whole such warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one additional common share for $0.10 per share for a period of 18 months from the closing date of the Offering.
The Offering is now open for subscription to investors that meet the accredited investor and eligible investor exemptions pursuant to National Instrument 45-106 - Prospectus and Registration Exemptions and to existing shareholders of the Company pursuant to recently approved special exemptions for existing shareholders (the "Existing Shareholder Exemption" as described in Ontario Securities Commission Rule 45-501 - Distributions to Existing Security Holders, and in accordance with the provisions of various corresponding blanket orders and rules of other Canadian jurisdictions that have adopted the same or a similar exemption from the prospectus requirements). The Existing Shareholder Exemption is available to shareholders residing in all Canadian provinces, other than Newfoundland and Labrador. Subscriptions may only be accepted from shareholders resident of Canada.
Shareholders of record of the Company as at May 5, 2016 (the "Record Date") are eligible to participate under the Existing Shareholder Exemption. Any person who becomes a shareholder of the Corporation 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 of the Company 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, b) be purchasing the Units as a principal and for their own account and not for any other party, and c) may not subscribe to more than $15,000 of securities from the Company in any 12 month period. In the event that a subscriber wants to subscribe for more than the $15,000 value of securities then they may do so provided they have first received 'suitability advice' from a registered investment dealer. In this case subscribers will be asked to confirm the registered investment dealer's identity and employer.
The Offering will remain open until 4:30 p.m. (EDT) on May 12, 2016 subject to earlier cut-off if the Offering is over-subscribed or in the event of a material change in the affairs of the Corporation. Subscriptions will be accepted by the Company on a 'first come, first served' basis. Therefore, 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 within the Offering period. Additionally, in the event of an imbalance of large subscriptions compared to smaller subscriptions, management reserves the right in its discretion to reduce large subscriptions in favour of smaller shareholder subscriptions. A subscription will be deemed to be received by the Company when a completed subscription form together with payment of the subscription price has been received by the Company or its solicitors. The Offering may be closed in one or more tranches as subscriptions are received. There is no minimum subscription amount. Finder's fees may be paid in respect of this Offering.
The securities issued pursuant to the Offering will be subject to a four month and one day statutory hold period.
The Company intends to use the net proceeds from the Offering to fund continued mineral exploration on the Company's assets.
How Existing Shareholders may Participate in the Offering
To participate in the Offering, existing shareholders may contact their investment advisor or the Company directly at: Tri Origin Exploration Ltd., 125 Don Hillock Drive, Unit 18, Aurora, Ontario L4G 0H8, or contact Dr. Robert Valliant, President and CEO at (905) 727-1779, or e-mail: explore@triorigin.com.
The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and applicable securities regulatory authorities. The Company intends to close the Offering on or about March 12, 2016.
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
Tel: (905) 727-1779
E-mail: invest@triorigin.com
CAUTIONARY STATEMENT: Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release. This News Release includes certain "forward-looking statements". These statements are based on information currently available to the Company and the Company provides no assurance that actual results will meet management's expectations. 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. Actual results relating to, among other things, the completion of the Offering, results of exploration, project development, reclamation and capital costs of the Company's mineral properties, and the Company's financial condition and prospects, could differ materially from those currently anticipated in such statements for many reasons such as: changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with the activities of the Company; and other matters discussed in this news release. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. 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.
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