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or Name
USA
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Triumph Gold Corp (2)
Symbol TIG
Shares Issued 78,442,638
Close 2018-07-11 C$ 0.325
Market Cap C$ 25,493,857
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Triumph closes private placement for $5.12-million

2018-07-11 14:50 ET - News Release

Mr. Paul Reynolds reports

TRIUMPH GOLD CLOSES C$5,124,000 FINANCING AND CONFIRMS GOLDCORP PARTICIPATION

Triumph Gold Corp. has completed a private placement financing of 14,641,101 units of Triumph at a price of 35 cents 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 warrant is exercisable into one additional common share at a price of 55 cents 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., which exercised its right to top up to a 19.9-per-cent 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 per cent 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 Nov. 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 finders' 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 2.9 million 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). 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 is a growth-oriented Canadian-based precious metal exploration and development company. Triumph Gold is focused on creating value through the advancement of the district-scale Freegold Mountain project in Yukon.

We seek Safe Harbor.

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