Pr # 19-06 Otcmkts: Tigcf
PRESS RELEASE
For Further Information, please 1100 – 1111 Melville Street
Visit our website at Vancouver, BC, Canada, V6E 3V6
www.triumphgoldcorp.com Tel: 604.893.8757
May 9, 2019 TSX.V: TIG
PR # 19-06 OTCMKTS: TIGCF
Frankfurt: 8N61
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.
TRIUMPH GOLD PROVIDES UPDATE ON PRIVATE PLACEMENT
Vancouver, British Columbia – May 9, 2019 -- Triumph Gold Corp. ("Triumph Gold" or the “Company”)
(TSX Venture Exchange: TIG) announces that further to its news release on April 10, 2019, it is offering
on a private placement basis up to 6,150,000 non-flow through u nits (the “Non-FT Units”) at a price of
CDN$0.35 per Non-FT Unit (the " Non-FT Offering") and up to 7,757,000 flow-through units (the “ FT
Units”) at a price of CDN$0.49 per FT Unit (the "FT Offering") , for aggregate gross proceed s of up to
CDN$5,953,430. The FT Units are being sold as part of a charity flow through arrangement.
Each Non-FT Unit consists of one common share in the capital of the Company (a “Share”) and one -half
of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”).
Each FT Unit consists of one flow -through Share and one -half of one Warrant. Each whole Warrant will
be exercisable to acquire one Share at an exercise price of CDN$0.60 per Share for a period of 24
months from the date of issuance.
The Non-FT Offering is available to investors in reliance on certain prospectus exemptions including to
existing shareholders of the Company (the "Existing Security Holder Exemption") and to investors who
have received investment advice (the "Investment Dealer Exemption"). The Existing Secu rity Holder
Exemption is available in each of the provinces and territories of Canada to a person or company who
became a shareholder of the Company on or before April 9, 2019 (the “Record Date”) and purchases
Non-FT Units. To rely upon the Existing Securi ty Holder Exemption, the shareholder must: (a) have been
a shareholder of the Company on the Record Date and continue to hold shares of the Company until the
date of closing of the Non-FT Offering, (b) be purchasing the securities as a principal and for th eir own
account and not for any other party, and (c) not subscribe for more than CDN$15,000 of securities from
the Company in any 12-month period unless the shareholder has obtained advice regarding the suitability
of the investment from a person registered as an investment dealer in the shareholder’s jurisdiction.
The Investment Dealer Exemption is available in each of Alberta, British Columbia, Saskatchewan,
Manitoba and New Brunswick to a person or company who has obtained advice regarding the suitabili ty
of the investment from a person registered as an investment dealer in such person’s or company’s
jurisdiction. As required by the Existing Security Holder Exemption and Investment Dealer Exemption, the
Company confirms there is no material fact or mater ial change relating to the Company that has not been
generally disclosed.
There is no mini mum offering size and the maximum o ffering is 6,150,000 Non-FT Units and 7,757,000
FT Units for gross proceeds of CDN$5,953,430. Assuming the o ffering is fully subscr ibed, the Company
plans to allo cate the gross proceeds of the o ffering to: (i) exploration on its Freegold Mountain project
(CDN$5,000,000) and (ii) general working capital (CDN$1,000,000).
If the offering is not fully subscribed, the Company will apply t he proceeds to the above uses in priority
and in such proportions as the Board of Directors and management of the Company determine is in the
best interests of the Company. Although the Company intends to use the proceeds of the offering as
described above, the actual allocation of proceeds may vary from the uses set out above depending on
future operations, events or opportunities.
PRESS RELEASE
For Further Information, please 1100 – 1111 Melville Street
Visit our website at Vancouver, BC, Canada, V6E 3V6
www.triumphgoldcorp.com Tel: 604.893.8757
If the offering is oversubscribed, unless the Company determines to increase the maximum gross
proceeds of the offering and re ceives approval from the TSX Venture Exchange for such increase, the
Company will allocate the u nits issued under the offering to those subscribers whose subscriptions were
first received by the Company. A subscription will be deemed to be received when a completed
subscription agreement together with payment of the subscription amount has been received by the
Company.
Certain insiders of the Company may acqui re units in the offering. Any participation by insiders in the
offering would constitute a "related party transaction" as defined under Multilateral Instrument 61 -101
Protection of Minority Security Holders in Special Transactions (“MI 61 -101”). However, the Company
expects such participation would be exempt from the formal valuation and minority shareh older approval
requirements of MI 61-101 as neither the fair market value of the u nits subscribed for by the insiders, nor
the consideration for the u nits paid by such insiders, would exceed 25% of the Company's market
capitalization.
The Company may pay finder’s fees on a portion of the o ffering, subject to compliance with the policies of
the TSX Venture Exchange and applicable securities legislation.
Closing of the offering is subject to approval of the TSX Venture Exchange.
The securities issued under th e offering, and any Shares that may be issuable on exercise of any such
securities, will be subject to a statutory hold period expiring four months and one day from the date of
issuance of such securities. Additional resale restrictions and legends may app ly in the United States and
other jurisdictions.
About Triumph Gold Corp.
Triumph Gold Corp. is a growth oriented Canadian -based precious metals exploration and development
company. Triumph Gold Corp. is focused on creating value through the advancement o f the district scale
Freegold Mountain project in Yukon . For maps and more information, please visit our website
www.triumphgoldcorp.com
On behalf of the Board of Directors
Signed "Paul Reynolds"
Paul Reynolds, President & CEO
For further information please contact:
John Anderson, Executive Chairman
Triumph Gold Corp.
(604) 218-7400
Paul Reynolds President & CEO
Triumph Gold Corp.
(604) 283-0895
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts re sponsibility for the adequacy or accuracy of this
release.
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 unde r 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 securities laws or an exemption from such registration is available.
PRESS RELEASE
For Further Information, please 1100 – 1111 Melville Street
Visit our website at Vancouver, BC, Canada, V6E 3V6
www.triumphgoldcorp.com Tel: 604.893.8757
Cautionary Statement Regarding Forward-Looking Information
Certain information contained in this news release constitutes “forward -looking information” or “forward -
looking state ments” (collectively, “forward -looking information”). Without limiting the foregoing, such
forward-looking information includes statements regarding the process and completion of the o ffering, the
use of proceeds of the o ffering and any statements regarding the C ompany’s business plans,
expectations and objectives. In this news release, words such as “may”, “would”, “could”, “will”, “likely”,
“believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form
thereof are used to identify forward-looking information. Forward looking information should not be read
as guarantees of future performance or results, and will not necessarily be accurate indications of
whether, or the times at or by which, such future performance will be achieved. Forward -looking
information is based on information available at the time and/or the Company management’s good faith
belief with respect to future events and is subject to known or unknown risks, uncertainties, assumptions
and other unpredictable factors, many of which are beyond the Company’s control. For additional
information with respect to these and other factors and assumptions underlying the forward -looking
information made in this news release, see the Company’s most recent Management’s Di scussion and
Analysis and financial statements and other documents filed by the Company with the Canadian
securities commissions and the discussion of risk factors set out therein. Such documents are available at
www.sedar.com under the Company’s profile and on the Company’s website, www.triumphgoldcorp.com.
The forward-looking information set forth herein reflects the Company’s expectations as at the date of this
news release and is subject to change after such date. The Company disclaims any intention or obligation
to update or revise any forward -looking information, whether as a result of new information, future events
or otherwise, other than as required by law.