July 11, 2018 TSX.V: TIG
PR # 18-05 Frankfurt: 8N6
Not for distribution in the United States or to U.S. wire services.
Triumph Gold Closes C$5,124,000 Financing and
Confirms Goldcorp Participation
Vancouver, British Columbia: July 11, 2018. Triumph Gold Corp. (TSX-V: TIG) (“Triumph” or the “Company”) is pleased to announce that it has completed a private placement financing of 14,641,101 units of Triumph at a price of $0.35 per unit for gross proceeds of approximately $5,124,385. Each unit consists of one common share of the Company and one half of one non-transferable common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable into one additional common share at a price of $0.55 for a period of two years from the closing of the financing. The investment was made primarily by institutional investors. A private Hong Kong fund invested approximately $2.5 million and three existing shareholders (amongst others) participated in the offering, including Goldcorp Inc. (“Goldcorp”) which exercised its right to top up to a 19.9% ownership by participating in the financing.
John Anderson, Chairman of Triumph commented: “We are excited to have new institutional investors investing directly into the Company as we continue to explore the Freegold Mountain project. As well, we are overwhelmed that current shareholders requested to increase their investment at this time. Goldcorp has participated in this financing to increase its interest in the Company to 19.999% on a partially diluted basis. We view this investment as a validation of our exploration philosophy and look forward to continuing to work with Goldcorp’s technical team as we continue to advance the Freegold Mountain project.”
The proceeds of the offering will be used for exploration at the Company’s Freegold Mountain project and for general working capital. Triumph currently has two diamond drills on the property and is in the middle of an 18,000 metre drilling program.
All securities issued in connection with this financing will be subject to a statutory four month hold period expiring on November 12, 2018, in accordance with applicable Canadian securities laws. Upon completion of the private placement, the Company will have 78,442,638 common shares issued and outstanding. The Company has agreed to pay cash finder’s fees in the aggregate amount of $31,300 to certain finders in connection with the private placement.
Goldcorp and Palisade Global Investments Ltd., each subscribed for 2,719,674 units and 2,900,000 units, respectively, under the offering. The participation of each of these insiders is considered to be a “related party transaction” as defined under TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company determined that an exemption from the formal valuation requirement of MI 61-101 was available for each related party transaction pursuant to Section 5.5(b) of MI 61-101. The Company also relied on Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement.
The Company did not file a material change report more than 21 days in advance of the closing of the offering, which the Company deems reasonable and necessary in the circumstances as the closing date of the private placement had not been established at that time.
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
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.
+1 (604) 218-7400
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.
Certain information contained herein constitutes “forward-looking information” under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “look forward”, or variations of such words and phrases or statements that certain actions, events or results “will” occur. Forward-looking statements regarding working with Goldcorp’s technical team and the use of proceeds are based on the Company’s estimates and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including capital expenditures, natural resource prices and other costs. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Pinedale will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.