VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan. 26, 2017) - Trident Gold Corp. (the "Company") (NEX:TTG.H) is pleased to announce that it intends to complete a non‐brokered private placement (the "Offering") to raise up to $500,000 through the issuance of up to 10,000,000 subscription receipts at a price of $0.05 per subscription receipt.
It is expected that the Emprise Special Opportunities Fund (2013) LP will subscribe for 8,000,000 subscription receipts, which will result in the Emprise LP owning a control position in the Company.
The proceeds of the financing will be held in escrow, subject to the satisfaction of the following conditions:
- Consolidation of the Company's common shares on a 6.5 old for 1 new basis;
- The Company coming to satisfactory agreements with its creditors on terms acceptable to the investors;
- The Company obtaining final TSX Venture Exchange approval to the financing;
- The Company obtaining shareholder approval to the change of control contemplated in the financing; and
- The Company and the investors agreeing to certain changes to the Company's management and board of directors.
Upon satisfaction of the escrow conditions, each subscription receipt will automatically convert into one unit of the Company for no additional consideration. Each Unit will consist of one post‐consolidated common share and one share purchase warrant, with each share purchase warrant entitling the holder to acquire one additional post consolidated common share at a price of $0.065 per share for a period of 12 months from the date the warrants are issued.
The Company also announced that it has entered into an agreement with Bullet Holding Corp. ("Bullet"), to sell 42% of its 1.25% net smelter royalty on all current titles and applications associated with the Marquesa Gold Project in Colombia, for a cash payment to the Company of $35,000. The completion of this transaction is expected to satisfy the financing condition requiring the Company to make satisfactory arrangements with its current creditors. The proposed transaction is a "related party transaction" within the meaning of Multilateral Instrument 61‐101 ("MI 61‐101"), as Robert Allen, the Company's CEO, currently holds a controlling interest in both Bullet and the Company. The transaction is subject to necessary regulatory approvals and compliance with MI 61‐101.
The Company intends to use the proceeds of the financing for general working capital purposes.
On Behalf of the Board of Directors of
TRIDENT GOLD CORP.
Robert Neill, Chief Financial Officer
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as, "forward‐looking statements". Forward‐looking statements may be identified by words including "anticipates", "believes", "intends", "estimates", "expects" and similar expressions. The Company cautions readers that forward‐looking statements, including without limitation those relating to the Company's future operations and business prospects, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward‐looking statements.