03:43:08 EDT Wed 01 May 2024
Enter Symbol
or Name
USA
CA



Trigon Metals Inc
Symbol TM
Shares Issued 204,273,600
Close 2024-02-26 C$ 0.18
Market Cap C$ 36,769,248
Recent Sedar Documents

Trigon to seek shareholder OK for spinout April 9

2024-02-26 17:06 ET - News Release

Mr. Jed Richardson reports

TRIGON PROVIDES UPDATE ON SPIN-OUT OF MOROCCAN ASSETS

Trigon Metals Inc. has provided an update regarding its previously announced plans to spin out its wholly owned subsidiary, Safi Silver Corp. (Spinco), which holds the company's Moroccan assets, namely the Silver Hill and Addana projects, pursuant to a plan of arrangement under Section 192 of the Canada Business Corporations Act. The company is pleased to announce that it has received an interim order from the Ontario Superior Court of Justice (Commercial List) in respect of the proposed arrangement, and has scheduled its annual general and special meeting of shareholders to be held on April 9, 2024. At the meeting, Trigon shareholders will be asked to approve, among other things, the proposed arrangement and the share consolidation (as defined below). Spinco shares (as defined below) shall be listed on a recognized Canadian stock exchange.

Jed Richardson, Chief Executive Officer of the Company, commented: "The proposed spin-out of Trigon's Moroccan assets will allow Trigon to focus on the Kombat Mine in Namibia while providing shareholders enhanced value through ownership of Safi Silver as a standalone company that is focused on the exploration of the Silver Hill and the Addana projects in Morocco. We believe the spin-out will maximize the long-term value of each business and provides our shareholders with two distinct investment opportunities."

Pursuant to the Proposed Arrangement and the Share Consolidation, each Trigon shareholder will receive, for each five (5) common shares of Trigon currently held, one (1) new Trigon common shares and 0.5 common shares of Spinco ("Spinco Shares"). Following the Proposed Arrangement, Trigon shareholders will retain their percentage ownership of Trigon common shares without dilution and will hold the same percentage ownership of Spinco Shares subject to the issuance of Spinco Shares pursuant to the Spinco Financing (as defined below) and Spinco Shares for Debt Transaction (as defined below). In addition, holders of warrants of the Company will have their warrants adjusted in accordance with their terms as a result of the Proposed Arrangement.

Spinco is expected to be financed pursuant to a concurrent equity financing of Spinco (the "Spinco Financing") that will be completed prior to, and as a condition of, closing of the Proposed Arrangement for minimum gross proceeds of $2 million and maximum gross proceeds of $5 million. Additional details in respect of the Spinco Financing will be provided in a subsequent press release once the terms have been determined in the context of the market.

Completion of the Proposed Arrangement is subject to a number of conditions, including: (a) closing of the Spinco Financing; (b) conditional approval for listing of the Spinco Shares on a recognized Canadian stock exchange; (c) the affirmative vote of two-thirds of Trigon shareholders in attendance of the Meeting; and (d) approval of the TSX Venture Exchange.

Prior to completion of the Proposed Arrangement, it is anticipated that Trigon will consolidate its issued and outstanding common shares (the "Share Consolidation"), on the basis of one (1) post-consolidation Trigon common share for each five (5) pre-consolidation Trigon common shares, for the purposes of attracting greater investor interest and increasing institutional investor participation, among other things. The number of Trigon common shares issued and outstanding will be reduced from 204,273,600 (as of the date hereof) to approximately 40,854,720, subject to rounding down of fractional shares. Each Trigon shareholder's percentage ownership in the Company and proportional voting power in Trigon will remain unchanged, except for minor adjustments resulting from the treatment of fractional shares. The Company's name will not change. The Share Consolidation is subject to the receipt of all necessary approvals including the approval of the TSX Venture Exchange and the Trigon shareholders at the Meeting.

Concurrently with the Proposed Arrangement, Spinco intends to issue Spinco Shares (at the issue price under the Spinco Financing) in full satisfaction of certain historic debts in the amount of $662,500 related to the acquisition of the Silver Hill Project and the Addana Project (the "Spinco Shares for Debt Transaction").

Additional details in respect of the Proposed Arrangement will be provided in a management information circular to be mailed to Trigon shareholders in the coming weeks in connection with the Meeting.

About Trigon Metals Inc.

Trigon is a publicly-traded Canadian exploration and development company with its core business focused on copper and silver holdings in mine-friendly African jurisdictions. Currently, the company has operations in Namibia and Morocco. In Namibia, the Company holds an 80% interest in five mining licences in the Otavi Mountainlands, an area of Namibia widely recognized for its high-grade copper deposits, where the Company is focused on exploration and re-development of the previously producing Kombat Mine. In Morocco, the Company is the holder of the Silver Hill and Addana projects, highly prospective copper and silver exploration projects.

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