March 2, 2017 TSX.V: TIG
PR # 17-05 Frankfurt: 8N6
Not for distribution in the United States or to U.S. wire services.
Triumph Gold Announces C$6,272,640 Financing
Goldcorp to Acquire 19.9% of the Company
Vancouver, British Columbia: March 2 2017. Triumph Gold Corp. (formerly Northern Freegold Resources Ltd.) (TSX-V: TIG) (“Triumph” or the “Company”) is pleased to announce that it has completed a private placement financing of 11,880,000 flow through shares of Triumph (the “Offering”). The Offering was sold at a price of $0.528 per share for proceeds of $6,272,640. The private placement is part of a charity flow through arrangement through which Goldcorp Inc. (“Goldcorp”) was the end purchaser of the shares sold in the Offering. As a result of the private placement Goldcorp now owns approximately 19.9% of the Company’s issued and outstanding shares.
John Anderson, Chairman of Triumph commented: “We are very pleased to welcome Goldcorp as a Triumph shareholder. We view this investment as a validation of our exploration philosophy and look forward to working with Goldcorp’s technical team as we continue to advance the Freegold Mountain project.”
Goldcorp has the right to maintain its pro rata ownership percentage in the Company during future financings and the right (but not the obligation) to participate in any future equity financings to the extent required to allow Goldcorp to maintain its equity ownership interest in Triumph to a maximum of 19.9% of the issued and outstanding common shares. Goldcorp will also have a 10 business day right of first refusal to match certain non-equity financing and tolling arrangements related to future exploration on the Company’s properties.
The proceeds of the Offering will be used for exploration at the Company’s Freegold Mountain project. Work done in 2016 identified an early stage of porphyry-style mineralization at the Revenue and Nucleus deposits that had not been targeted during past exploration. Based on that work, and the discovery of a new porphyry showing at the Generation Zone, four new exploration targets were defined and will be drill-tested during the 2017 field season. In addition, the newly assembled (2016) technical team will evaluate other showings on the property using the same highly cost effect review techniques that were successfully applied to Revenue and Nucleus in 2016.
Triumph has been advised that Goldcorp acquired ownership of the 11,880,000 common shares of Triumph at a purchase price of $0.40 per common share for a total purchase price of $4,752,000. The common shares acquired by Goldcorp represent approximately 19.9% of the issued and outstanding common shares of Triumph. Prior to this acquisition Goldcorp did not own any securities of Triumph. Goldcorp advises that it acquired the common shares for investment purposes and will evaluate its investment in Triumph from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease shareholdings as circumstances require. The exemption relied on for the acquisition of the common shares is Section 2.3 of National Instrument 45-106 – Prospectus and Registration Exemptions. A copy of the Early Warning report to be filed by Goldcorp in connection with the acquisition will be available on Triumph’s SEDAR profile. Goldcorp’s head office is located at Suite 3400 – 666 Burrard St. Vancouver, BC, V6C 2X8.
All securities issued in connection with this financing will be subject to a four month hold period expiring July 2, 2017 in accordance with applicable Canadian securities laws. Upon completion of the private placement, the Company will have 59,694,537 common shares issued and outstanding. No finder’s fees will be paid for the placement.
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 of the district scale Freegold Mountain project in Yukon. For maps and more information, please visit our website www.triumphgoldcorp.com
The technical content of this news release has been reviewed and approved by Tony Barresi, Ph.D., P.Geo, Vice President Exploration of the company and a qualified person for the purposes of National Instrument 43-101 — Standards of Disclosure for Mineral Properties of the Canadian Securities Administrators.
On behalf of the Board of Directors
Signed “Paul Reynolds”
Paul Reynolds, President & CEO
|For further information please contact:
John Anderson, Chairman
Triumph Gold Corp.
+1 (604) 283-0896
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.