Tri Origin Exploration Ltd.
TSX VENTURE : TOE

Tri Origin Exploration Ltd.

March 07, 2011 16:56 ET

Tri Origin Completes First Closing of $550,000 Non-Brokered Financing

TORONTO, ONTARIO--(Marketwire - March 7, 2011) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR OVER UNITED STATES NEWSWIRE SERVICES.

Tri Origin Exploration Ltd. ("Tri Origin" or the "Company") (TSX VENTURE:TOE) announced today it has completed tranche one of the $1,250,000 private placement financing (the "Offering") previously announced on February 18, 2011. Tranche one of the Offering consisted of the sale of 4,400,000 units (the "Units") at $0.125 per Unit. Each Unit consists of one common share in the capital stock of the Company ("Common Share") and one Common Share purchase warrant ("Warrant"). Each Warrant will entitle the holder to acquire one Common Share at a price of $0.25 per share expiring 24 months after the issuance. The Warrants are subject to an early acceleration provision which provides for the exercise or expiry of the Warrants. In the event that closing price of the Common Shares on the principal market on which the Common Shares trade exceeds $0.30 for more than 20 consecutive trading days, the Company may accelerate the expiry time of the Warrants to the date which is 30 days from the issuance by the Company of a news release announcing the trigger of the acceleration right.

Tranche two of the Offering for the remaining 5,600,000 Units is expected to close within one week. All securities issued pursuant to the offering will be subject to a four-month hold period from the date of closing. The private placement remains subject to final approval of the TSX Venture Exchange (TSX-V). 

In connection with the Offering, the Company agreed to pay a 3% finder's fee payable in cash (the "Cash Finder's Fee") and Units (the "Finder's Units") to certain eligible persons (the "Finder"). Each Finder's Unit entitles the holder to one Common Share and one Warrant. Each Finder's Warrant entitles the holder to acquire one Common Share on the same terms as the Warrants. On closing for tranche one, the Company issued 60,000 Finder's Units and a $7,500 Cash Finder's Fee to the Finder.

The proceeds of the Offering will be used to advance the Company's exploration work on its properties in the Canadian Shield in northern Ontario, particularly its RLX property at Red Lake and the Sky Lake property at Pickle Lake, and for working capital purposes.

This news release is not an offer of Units for sale in the United States. The securities comprising the Units have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration. This press release shall not constitute an offer to sell or solicitation of an offer to buy nor shall there be any sale of the above described securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Additional information about Tri Origin and its projects is available at www.triorigin.com or from SEDAR at www.sedar.com.

Tri Origin Exploration Ltd. is publicly listed on the TSX-V under the trading symbol TOE. Tri Origin is a leading Canadian exploration company with gold and base metal projects in Canada. Tri Origin has leveraged exposure to mineral discoveries in Australia through an equity interest in its affiliate, TriAusMin Limited - a publicly traded company listed on the Australian Securities Exchange and the Toronto Stock Exchange.

This news release contains forward-looking statements and forward-looking information, which 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 information includes 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 information may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking information is based on assumptions and addresses future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, the closing of the proposed private placement and the timing thereof, the receipt of the requisite regulatory approvals, the receipt of shareholder approval for the issuance of Warrants, the net proceeds to the Company, and the use or proceeds and future business plans of the Company, could differ materially from those currently anticipated in such information for many reasons such as: the failure to obtain the requisite approvals; the failure to satisfy conditions to closing; 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; 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 information. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking information. The Company does not undertake to update any forward-looking information that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities laws.

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Corporate Inquiries:
    Tri Origin Exploration Ltd.
    Dr. Robert Valliant
    President and CEO
    (905) 727-1779
    invest@triorigin.com