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or Name
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Triumph Gold Corp (2)
Symbol TIG
Shares Issued 59,694,537
Close 2017-03-01 C$ 0.475
Market Cap C$ 28,354,905
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Triumph arranges, completes $6.27M private placement

2017-03-02 06:55 ET - News Release

Mr. Paul Reynolds reports

TRIUMPH GOLD ANNOUNCES C$6,272,640 FINANCING GOLDCORP TO ACQUIRE 19.9% OF THE COMPANY

Triumph Gold Corp. (formerly Northern Freegold Resources Ltd.) has completed a private placement financing of 11.88 million flow-through shares of Triumph. The offering was sold at a price of 52.8 cents per share for proceeds of $6,272,640. The private placement is part of a charity flow-through arrangement through which Goldcorp Inc. was the end purchaser of the shares sold in the offering. As a result of the private placement, Goldcorp now owns approximately 19.9 per cent 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 per cent 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-effective review techniques that were successfully applied to Revenue and Nucleus in 2016.

Triumph has been advised that Goldcorp acquired ownership of the 11.88 million common shares of Triumph at a purchase price of 40 cents per common share for a total purchase price of $4,752,000. The common shares acquired by Goldcorp represent approximately 19.9 per cent 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. 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, B.C., V6C2X8.

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 finders' fees will be paid for the placement.

About Triumph Gold Corp.

Triumph Gold is focused on creating value through the advancement of the district-scale Freegold Mountain project in Yukon.

The technical content of this news release has been reviewed and approved by Dr. Tony Barresi, PhD, PGeo, vice-president of exploration of the company, a qualified person for the purposes of National Instrument 43-101.

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