TORONTO, ONTARIO--(Marketwired - Feb. 25, 2014) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Liberty Metals & Mining Holdings, LLC ("LMM") is pleased to announce that it has entered into a subscription agreement (the "Subscription Agreement") with True Gold Mining Inc. ("True Gold"), pursuant to which LMM has purchased, on a private placement basis (the "Private Placement"), 24,358,400 units (the "Subscription Units") of True Gold at a price of C$0.40 per Unit for a total subscription price of C$9,743,360. Each Subscription Unit consists of one common share of True Gold and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant entitles the holder to purchase one common share of the Company at a price of $0.47 until August 18, 2014.
LMM also acquired 410,994 common shares of True Gold (the "Subscription Shares") at a price of $0.30 per Common Share for a total subscription price of C$123,298.20 (the "Oudrego Transaction" and together with the Private Placement, the "Transaction").
Pursuant to the Transaction, the Offeror acquired ownership and control of (i) 24,769,394 common shares of True Gold representing approximately 6.23% of the issued and outstanding common shares of True Gold; and (ii) 12,179,200 warrants representing approximately 18.81% of the issued and outstanding warrants of True Gold.
Following completion of the transaction, LMM owned 77,524,642 common shares of True Gold representing approximately 19.4% of True Gold's issued and outstanding share capital and 12,179,200 warrants to purchase common shares representing approximately 18.81% of the issued and outstanding warrants of True Gold.
The Subscription Shares and Subscription Units were acquired in a private transaction and the Subscription Shares and the common shares and warrants underlying the Subscription Units will be listed on the TSX Venture Exchange.
LMM obtained the right to acquire the Subscription Units and Subscription Shares pursuant to a participation right granted to LMM in an Investment Agreement dated July 17, 2013 entered into with True Gold which provided that to the extent that LMM owns 7.5% of True Gold's issued and outstanding share capital, LMM will, among other things, have a pre-emptive right to participate in any future equity financings of True Gold.
The Subscription Shares and Subscription Units were acquired for investment purposes. Depending on market conditions and other factors, LMM may from time to time acquire additional securities of True Gold or dispose of securities of True Gold in the open market, by private agreement or otherwise.
For further information and to obtain a copy of the early warning report filed under applicable Canadian securities laws in connection with the transactions hereunder, please see True Gold's profile on the SEDAR website www.sedar.com.