Trillium Negotiates Equity Financing for Gross Proceeds of $369,170
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, Ontario CANADA, November 22, 2011 /FSC/ - Trillium North Minerals Ltd. (TNM - TSX Venture), (the "Company") announces that it has negotiated a private placement for gross proceeds of $369,170, subject to acceptance by the TSX Venture Exchange. These funds will be raised by the Company issuing:
* 1,431,000 Flow-Through Units (the "FT Units") at a price of $0.07 per FT Unit for gross proceeds of $100,170, each FT Unit consisting of one flow-through common share and one-half share purchase warrant, each whole warrant entitling the holder to purchase one additional non flow-through common share, exercisable for a period of three years from the date of issuance at a price of $0.10 per share; and
* 5,380,000 Non Flow Through Units (the "NFT Units") at a price of $0.05 per NFT Unit for gross proceeds of $269,000, each NFT Unit consisting of one non flow-through common share and one-half share purchase warrant, each whole warrant entitling the holder thereof to purchase one additional non flow-through common share, exercisable for a period of three years from the date of issuance at a price of $0.10 per share.
Proceeds of $100,170 raised from the FT Unit financing will be used for exploration of the Company's West Porcupine gold property located in Ontario, such that the exploration work will qualify as Canadian Exploration Expense for the purposes of the Income Tax Act (Canada), which will then be renounced by the Company to the placees.
The balance of $269,000 from the NFT Unit financing will be used for general working capital purposes.
The Company will pay an Agent's finder's fee, subject to acceptance by the TSX Venture Exchange, consisting of (a) a cash payment equal to 4% of the purchase price of the FT or NFT Units placed by the Agent; and (b) an Agent's Option equal in number to 10% of the NFT or FT Units placed by the Agent. Each Agent's Option will be exercisable for a period of two years from the date of closing of the financing at an exercise price of $0.05 per Agent's Option into one non flow-through common share and one-half share purchase warrant, each whole warrant entitling the Agent to purchase one additional non-flow-through common share, exercisable at $0.10 per share for a period of three years from the date of closing of the private placement.
An officer of the Company has, directly and indirectly, subscribed for 980,000 NFT Units and 796,000 FT Units, and upon closing of this private placement, that related party will therefore acquire an additional 1,776,000 shares in the capital stock of the Company which will increase his pro rata shareholdings in the Company (the "Related Party Transaction"). All of the independent directors of the Company, acting in good faith, have determined that the fair market value of the securities being issued and the consideration paid is reasonable and, with the value of the Related Party Transaction being less than 25% of the Company's market capitalization, is exempt from the formal valuation and minority shareholder approval requirements of Multilateral Instrument 61-101.
ON BEHALF OF THE BOARD
Dr. Elliot Strashin, President
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.
This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
To view this release as a web page, please click the following link:
http://www.usetdas.com/pr/trillium11222011.htm
TRILLIUM NORTH MINERALS LTD.
500 - 20 Maud Street, TORONTO
Ontario, CANADA M5V 2M5
Telephone: (416) 504-0077 Fax: (416) 504-6019
402 - 905 West Pender Street, VANCOUVER
British Columbia, CANADA V6C 1L6
Telephone: (604) 681-1909 Fax: (604) 689-5930
Source: Trillium North Minerals Ltd (TSX-V - TNM) http://www.strashindevelopments.com
Maximum News Dissemination by Filing Services Canada Inc. http://www.usetdas.com
Translate
