Trigon Closes First Tranche of Private Placement Financing
TRIGON CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT FINANCING
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES
Toronto, Canada – January 15, 201 8 – Trigon Metals Inc. (TSX-V: TM) (“ Trigon” or the
“Company”) has closed a non -brokered first tranche (the “First Tranche”) of its previously
announced private placement of units (the “ Offering”). The Company issued 1,428,571 units
(the “Units”) to Aberdeen International Inc. pursuant to the First Tranche at a price of $0.35 per
Unit for aggregate gross proceeds of $500,000.
Each Unit consist s of one common share of the Company (a “Share”) and one common share
purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to acquire one Share
at a price of $0. 50 for a period of 24 months following the closing date of the First Tranch e,
subject to an acceleration provision whereby in the event that at any time after the expiry of
the statutory hold period, the Shares trade at $1.00 or higher on the TSX Venture Exchange (on
an average trading volume of not less than 200,000 Shares per day) for a period of 20
consecutive days, the Company shall have the right to accelerate the expiry date of the
Warrants to the date that is 30 days after the Company issues a news release announcing that it
has elected to exercise the acceleration right.
Closing of the Offering is expected to occur in two tranches. The second tranche of the
financing, for gross proceeds of $1,500,000, is expected to close on or before January 30, 2018
(the “Second Tranche”). The Second Tranche is conditional on the Compan y completing an
updated mineral resource estimate in respect of the surface accessible (targeted open pit)
portion of the Kombat mine (the “Updated Resource Estimate”) and updating the financial
model used in the Company’s preliminary economic assessment ( “PEA”) which is summarized
within the Company’s National Instrument 43 -101 compliant technical report entitled “NI 43 -
101 Technical Report on the Kombat Copper Project, Namibia” dated May 31, 2017. The
technical report is available under the Company’s prof ile on SEDAR at www.sedar.com and on
the Company’s website at www.trigonmetals.com.
The Company intends to use the net proceeds from the Offering to update its resource
estimate in respect of the surface accessible (open pit) portion of the Kombat mine,
preparation of a bankable feasibility study on the surface accessible (open pit) porti on of the
Kombat mine, exploration and development of the Kombat mine, to secure equipment for the
refurbishment of the existing mill and concentrator at the Kombat mine and for working capital
and general corporate purposes.
The First Tranche is subject to final approval of the TSX Venture Exchange. The securities issued
pursuant to the First Tranche will be subject to a four month and one day statutory hold period
expiring on May 16, 2018.
Following the completion of the First and Second Tranches, if the Company completes a private
placement financing for gross proceeds of at least $1,000,000 on or before April 30, 2018 with
investors introduced to the Company by Forbes & Manhattan Resources Inc. (“Forbes”) , Forbes
shall be entitled to receive a productio n payment related to the Company’s Namibian open pit
mining operations (the “Production Payment”). The Production Payment will be calculated as
0.5% of net smelter returns related to the Company’s Namibian open pit mining operations.
The Production Paymen t will be payable on a quarterly basis from commencement of
production from the Kombat mine open pit until depletion of the open pit resource as
described in the Updated Resource Estimate or any future increases thereof (the “Production
Period”).
Aberdeen International Inc. is an insider of the Company and has subscribed for Units pursuant
to the First Tranche (the “Insider Participation”). The Insider Participation will be considered to
be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”).
The Insider Participation is exempt from the formal valuation and minority shareholder
approval requirements of MI 61-101.
Trigon Metals Inc.
Trigon is a publicly traded Canadian exploration and development company with its core
operations focused on copper resources in Namibia, one of the world’s most prospective
copper regions, where it has substantial assets in place with significant upside. The Company
continues to hold an 80% interest in five mining licenses in the Otavi Mountain lands, an area of
Namibia particularly known for its high -grade copper deposits. Within these licenses are three
past producing mines including the Company’s flagship property, the Kombat Mine.
For further information, contact:
Blake Hylands
Investor Relations +1 (416) 216 5445
Email: [email protected]
Website: www.trigonmetals.com
Cautionary Notes
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.
This news release may cont ain forward -looking statements. These statements include
statements regarding the First Tranche , the Second Tranche and the Offering, the potential
acceleration of the Warrants, the Company’s ability to complete the Updated Resource
Estimate, the expected use of proceeds of the First Tranche and the Company’s future plans and
objectives. These statements are based on current expectations and assumptions that are
subject to risks and uncertainties. Actual results could differ materially because of factors
discussed in the management dis cussion and analysis section of our interim and most recent
annual financial statements or other reports and filings with the TSX Venture Exchange and
applicable Canadian securities regulations. We do not assume any obligation to update any
forward-looking statements, except as required by applicable laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of
the securities in the United States. The securities have not been and will not be registered under
the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state
securities laws and may not be offered or sold within the United States or to U.S. Persons unless
registered under the U.S. Securities Act and applicable state secur ities laws or an exemption
from such registration is available.