Tri Origin Announces Early Warning Report and Related Party Participation

Aurora, Ontario, January 13, 2021 – Tri Origin Exploration Ltd. (TSX-V: TOE) (the “Company”) is announcing that certain directors (the “Insiders”) have participated in its previously announced nonbrokered private placement and upsizing issuing 21,923,076 units of the Company for aggregate gross proceeds of $2,750,000 through the private placement (the “Private Placement”).

 

The Insiders of the Company have subscribed for an aggregate of 978,154 units of the Company for aggregate gross proceeds of $125,500. The Insiders’ participation in the Private Placement will support advancement of the Company’s mining projects and general working capital purposes. The issuance of the units to the Insiders pursuant to the Private Placement are considered related party transactions within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company intends to rely on the exemptions from the formal valuation and minority approval in sections 5.5(b) and 5.7(b) of MI 61-101 in respect of the Company not listed on specific markets and the related party transaction not exceeding $2,500,000 respectively.

 

The closing of the Private Placement has resulted in a greater than 2% decrease of director Robert Valliant’s ownership in the capital of the Company due to dilution. Prior to the Private Placement, Dr. Valliant owned or controlled a total of 2,744,842 common shares, 200,000 warrants and 1,000,000 options of the Company, representing a 10.14% interest on an undiluted basis and 13.95% on a partially diluted basis. Following the Private Placement, Dr. Valliant owned or controlled a total of 3,518,996 common shares, 974,154 warrants and 1,000,000 options of the Company, representing a 7.18% interest on an undiluted basis and 10.78% on a partially diluted basis.

 

In satisfaction of the requirements of TSXV Policy 4.1 – Private Placements, TSXV Policy 5.9 – Protection of Minority Securityholders in Special Transactions, Multilateral Instrument 61-101 – Protection of Minority Security Holder in Special Transactions, National Instrument 51-102 – Continuous Disclosure Obligations, National Instrument 62-104 - Take-Over Bids And Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, a material change report respecting the acquisition of securities by the related party transactions and an early warning report respecting the decrease in director Robert Valliant’s holdings in the capital of the Company will be filed under the Company’s SEDAR Profile at www.sedar.com. A copy of the early warning report regarding the change in shareholding can be obtained by contacting Robert Valliant at 905-727-1779.

 

Closing of the Private Placement is subject to the approval of the TSX Venture Exchange.

 

Participation in the Private Placement was completed for investment purposes. Depending on market and other conditions, the Insiders may from time to time in the future increase or decrease their ownership, control or direction over securities of the Company, through market transactions, private agreements, or otherwise.

 

About Tri Origin

 

Tri Origin Exploration Ltd. is publicly listed on the TSX Venture Exchange under the trading symbol TOE. Tri Origin is a leading Canadian exploration company with gold and base metal projects in Canada.

 

For more information about Tri Origin, please visit www.triorigin.com or SEDAR www.sedar.com or contact:

 

Dr. Robert Valliant, President

Tri Origin Exploration Ltd.

Tel: (905) 727-1779

E-mail: invest@triorigin.com