Mr. Charles Elbourne reports
TROJAN GOLD INC. ANNOUNCES NON-BROKERED UNIT OFFERING
Trojan Gold Inc. intends to arrange a non-brokered private placement of one million units at a price of 10 cents per unit for total gross proceeds of $100,000.
The units are composed of one common share in the capital of the company which will be issued as a flow-through share pursuant to the Income Tax Act (Canada) and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one additional common share in the capital of the company for a period of 24 months from the closing date at an exercise price of 15 cents subject to acceleration in certain circumstances.
All securities comprising the units are subject to a four-month-and-one-day hold period from the closing date. No finders' fees will be paid in connection with the issuance of the units.
The company intends to use the gross proceeds from the sale of the units to incur exploration expenses that are eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures as such terms are defined in the Income Tax Act (Canada).
The issuance of the units in the private placement constitutes a related-party transaction as such term is defined by Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company has relied on the exemptions from the MI 61-101 valuation and minority approval requirements for related-party transactions in connection with the issuance of the units that are set out in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the issuance of the units, exceeds 25 per cent of the company's market capitalization (as determined under MI 61-101).
Completion of the private placement remains subject to the receipt of all necessary regulatory approvals, including approval of the Canadian Securities Exchange.
About Trojan Gold Inc.
Trojan is an active Ontario-based prospect generator junior exploration company, led by a team of professionals having exploration, engineering, project financing and permitting experience. Trojan has accumulated land positions in the Hemlo gold camp and the Shebandowan greenstone belt, which in management's view represent mineral exploration potential. Trojan is listed on the Canadian Securities Exchange under the symbol TGII and on the Frankfurt exchange under the symbol KC1.
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