Trifecta Gold Announces Closing of $5.3 Million Private Placement with Lead Order from Crescat
510 – 1100 Melville St. www.trifectagold.com
Vancouver, B.C. V6E 4A6 [email protected]
Tel: 604.687.2522 TSX-V: TG
Trifecta Gold Announces Closing of $5.3 Million Private Placement with Lead Order from
Crescat
NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES AND NOT FOR DISTRIBUTION TO
UNITED STATES NEWSWIRE SERVICES
May 15, 2025 - Trifecta Gold Ltd. (TSX-V: TG) (OTCQB: TRRFF) (“Trifecta” or the “Company”) is
pleased to announce that it has closed its previously announced non-brokered private placement for total
proceeds of $ 5,320,995 (see Trifecta’s news release dated April 22, 2025) . Crescat Capital lead the
financing and is now a new major shareholder at 9.9%. Condire Investors also participated so as to maintain
its 19.9% equity interest.
The private placement consisted of an aggregate of 12,790,000 units (“Charity Flow-Through Units”) at a
price of $0.38 each, and 1,706,648 ordinary units at a price of $0.27 each. Each Charity Flow -Through
Unit consisted of one common share and one-half (1/2) of a common share purchase warrant (each whole
warrant a “Warrant”), each of which will qualify as a “flow-through share” (within the meaning of
subsection 66(15) of the Income Tax Act (Canada)). Each Warrant will entitle the holder to purchase one
common share at a price of $0.40 until May 15, 2027. Each ordinary unit consisted of one common share
and one-half (1/2) of a Warrant, with each Warrant also entitling the holder to purchase one common share
at a price of $0.40 until May 15, 2027.
"Trifecta holds two highly prospective reduced intrusive gold systems in the prolific Tintina Gold Belt in
the Yukon, Rye and Mount Hinton ,” states Dr. Quinton Hennigh, Geologic and Technical Advisor at
Crescat Capital. “The Mount Hinton property appears to host the central core of a large, well-zoned reduced
intrusive mineralizing system. The world -class Keno Hill silver veins form the peripheral halo to this
complex. Trifecta holds ground that covers a series of prolific gold veins inboard from the silver halo as
well as the probabl e intrusive source of metal itself. This summer, the Company will undertake the first
ever drill campaign to test for the presence of a large-scale gold deposit associated with this intrusion. Rye,
although earlier stage, shows equally compelling promise fo r the discovery of an intrusive -hosted gold
system. Broad gold-in-soil anomalism as well as recent discovery of sheeted quartz veining with associated
multi-gram per tonne gold values make this target a high priority. Trifecta is working diligently to get this
project permitted, and with luck, ready to drill as soon as possible. I am very eager to see both of these
exciting projects tested in 2025."
“With gold prices making all time highs, the Company now has the funding in place to complete its earn-
in under the property purchase agreement with Strategic Metals Ltd. ahead of schedule (news release dated
July 9, 2024 ),” states Richard Drechsler, President and CEO of Trifecta. “During 2024 Trifecta outlined
compelling intrusion related gold targets at both its Mt. Hinton and Rye projects and we are eager to drill
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test both projects during 2025, subject to regulatory approvals. Trifecta is currently finalizing equipment
contracts and logistical plans for both projects.”
News release September 5, 2024, Trifecta Gold samples 7.25 g/t gold from intrusion related system at Rye
Project, Yukon, and,
News release December 2, 2024, Trifecta Gold outlines a large intrusion related gold target on its Mt.
Hinton Project, Yukon.
Trifecta is committed to working with local communities as it seeks to make major discoveries within
Yukon’s Tombstone Gold Belt. Trifecta’s Mt. Hinton project is located adjacent to Hecla Mining's Keno
Hill mine and mill complex, within the traditional t erritory of the First Nation of Na -Cho Nyäk Dun, one
of 10 signatories to the Umbrella Final Agreement and a participant in the Yukon Environmental and
Socioeconomic Assessment Board (YESAB). The Company holds a valid class 3 permit that allows for
advanced exploration, including drilling, until October 2028. The Company’s Rye project is located 14 km
south of the North Canol Highway near the Macpass Project of Fireweed Metals. Rye is within the
traditional territory of the Tu Lidlini Dena Council (Ross River Dena Council) which is not a signatory of
the Yukon final agreements nor a party to YESAB. As such, following its 2024 exploration campaign at
Rye, Trifecta engaged with the Tu Lidlini Dena Council and began the Tu Lidlini Assessment Process
(“TAP”). The TAP is based on the indigenous laws, customs and protocols of the Tu Lidlini Dena Council
and outlines the process for the Company to engage with the community to seek free and prior informed
consent to conduct exploration.
Trifecta paid cash finders’ fees totaling $38,572.20 and issued a total of 142,860 finder warrants (“Finder
Warrants”) to Ventum Financial Corp., of Vancouver, B.C. and to Haywood Securities Inc., of Vancouver,
B.C. Each Finder Warrant will entitle the holder to purchase one common share of Trifecta until May 15,
2027 at an exercise price of $0.40 per Finder Warrant. All securities issued as part of the closing of the
private placement, including any shares that may be issued pursuant to the exercise of the Warrants or the
Finder Warrants, are subject to a hold period in Canada until September 16, 2025.
The gross proceeds from the sale of the Charity Flow -Through Units will be used by Trifecta to incur
eligible “Canadian exploration expenses ” that qualify as “ flow-through mining expenditures” (the
“Qualifying Expenditures”). The Qualifying Expenditures will be renounced in favour of the subscribers
with an effective date no later than December 31, 2025.
Insiders of Trifecta purchased a total of 2,981,574 units pursuant to the private placement. The participation
of these insiders in the private placement constituted a related party transaction within the meaning of TSX-
V Policy 5.9 and Multilateral Instrument 61 -101 – “Protection of Minority Security Holders in Special
Transactions” (“MI 61-101”). Trifecta has relied on exemptions from the formal valuation and minority
shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that
the fair market value (as determined under MI 61-101) of insider participation in the private placement did
not exceed 25 percent of Trifecta’s market capitalization.
About Trifecta Gold Ltd.
Trifecta is a Canadian -based precious metals exploration company dedicated to increasing shareholder
value through the discovery and development of 100% held gold projects in Yukon and Nevada. Trifecta
has secured an option to acquire a 100% interest in Mt . Hinton, Rye and 9 other highly prospective,
intrusion-related gold projects located in Yukon's Tombstone Gold Belt where over 17 million ounces of
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gold have been discovered since May 2020. Initial drilling at the Company's Yuge Gold Project, located in
northern Nevada, has identified multiple broad zones of gold mineralization near historical high -grade
mines. The Company's Eureka Project hosts an 8 x 2.5 kilometre belt of surface showings and anomalous
gold-in-soil that straddle the headwaters of two of the most productive placer creeks in Yukon's southern
Klondike Goldfields. Trifecta's Treble Project covers a large hydrothermal system, located midway between
Western Copper and Gold Corporation's Casino Deposit, the largest copper and gold deposit in the Yukon,
and Rockhaven Resources Ltd.'s Klaza Deposit, a high-grade gold-silver deposit.
The securities referred to in this news release have not been, nor will they be, registered under the United
States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or
for the account or benefit of, U.S. pe rsons absent U.S. registration or an applicable exemption from the
U.S. registration requirements. This news release does not constitute an offer for the sale of securities, nor
a solicitation for offers to buy any securities. Any public offering of securities in the United States must be
made by means of a prospectus containing detailed information about the company and management, as
well as financial statements
ON BEHALF OF THE BOARD
“Richard Drechsler”
President and CEO
For further information concerning Trifecta or its various exploration projects please visit
www.trifectagold.com or contact:
Corporate Information
Trifecta Gold Ltd.
Richard Drechsler
President and CEO
Tel: (604) 687-2522
This news release may contain forward looking statements based on assumptions and judgments of
management regarding future events or results that may prove to be inaccurate as a result of exploration
and other risk factors beyond its control, and actual results may differ materially from the expected results.
Neither the 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 news release.