Tri Origin Issues Convertible Note
Aurora, Ontario--(Newsfile Corp. - December 10, 2013) - Tri Origin Exploration Ltd. (TSXV: TOE) ("Tri Origin" or the "Company") announces that the Company has issued a short term convertible note for $100,000 (the "Note") to fund general working capital amounts, subject to regulatory approval. The Note may be repaid in cash or by conversion into common shares of the Company ("Common Shares") at a value of $0.05 per Common Share or by a combination of cash and Common Shares. Any Common Shares issued as a result of repayment of the Note will be subject to a hold period of 4 months and one day from the date of issuance.
The Note is unsecured with interest at a rate of 8% per annum payable monthly beginning on January 1, 2014, with a maturity date of November 30, 2014. Dr. Robert I. Valliant, who is director, President and CEO of the Company, has acquired the full $100,000 of principal amount of the Note through Underock Inc., a private corporation controlled by Dr. Valliant.
As noted above, Dr. Valliant, who is director, President and CEO of the Company, has acquired the full amount of the Note (the "Insider Sale"). The Insider Sale was a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Insider Sale was approved by all of the non-interested directors of the Company. Dr. Valliant abstained from approval of this matter. The Insider Sale was exempt from the related party valuation and minority securityholder approval requirements of MI 61-101 on the basis that no securities of the Company are listed or quoted on any specified markets, such markets specified by MI 61-101 to be the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS market operated by PLUS Markets Group plc., and at the time the transaction was agreed to, neither the fair market value of the securities to be distributed in the transaction nor the consideration to be received for those securities, insofar as the transaction involved interested parties, exceeded $2,500,000.
Dr. Robert Valliant, President
Tri Origin Exploration Ltd.
Tel: (905) 727-1779
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. Tri Origin has leveraged exposure to mineral discoveries in Australia through its equity interest in TriAusMin Limited which holds gold and base metal resource-based assets in New South Wales.
CAUTIONARY STATEMENT: Neither 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.
This News Release includes certain "forward-looking statements". These statements are based on information currently available to the Company and the Company provides no assurance that actual results will meet management's expectations. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, repayment of the principal amount and any interest on the Note, and the Company's financial condition and prospects, could differ materially from those currently anticipated in such statements for many reasons such as: changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with the activities of the Company; and other matters discussed in this news release. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. The Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities laws.