Toronto, Ontario--(Newsfile Corp. - November 15, 2012) - Further to its press release dated October 17, 2012, Andor Mining Inc. (TSXV: AMI.P) (“Andor”) is pleased to announce that it has signed a definitive amalgamation agreement effective as of November 8, 2012 (the “Agreement”) with Trident Gold Corp., a corporation existing under the laws of Canada (“Trident”), which outlines the terms and conditions pursuant to which Andor and Trident will complete a transaction that will result in a reverse take-over of Andor by the shareholders of Trident (the “Transaction”). Upon completion of the Transaction, it is the intention of the parties that the resulting issuer company will continue to focus on the exploration and development of the Marquesa Gold Project located on the highly prospective Antioquia Batholith in Antioquia Colombia.

Transaction Details

Under the terms of the Agreement, prior to the completion of the Transaction, the outstanding common shares of Andor will be consolidated (the “Consolidation”) on the basis of 0.176 of a new common share of Andor (the “post-Consolidation Andor Shares”) for each existing common share, and shareholders of Trident will receive one post-Consolidation Andor Share for every 10.75 common shares of Trident held prior to the completion of the Transaction (the “Exchange Ratio”). Trident will amalgamate with a wholly-owned subsidiary of Andor pursuant to a statutory amalgamation under the Canada Business Corporations Act and will become a wholly-owned subsidiary of Andor. In addition, all of the outstanding options and warrants of Trident will be exchanged for comparable securities of Andor on the basis of the Exchange Ratio. The Transaction will constitute Andor’s qualifying transaction pursuant to the policies of the TSX Venture Exchange (the “TSX-V”). Upon completion of the Transaction, Andor will be renamed Trident Gold Corp. (the “Resulting Issuer”).

Prior to completing the Transaction (and as a condition of closing), Trident will complete a reorganization transaction that will result in Trident transferring its interest in all of its assets unrelated to the Marquesa Gold Project to a separate corporate entity.

Bullet Share Exchange

Trident, through a wholly-owned subsidiary, currently holds a 49% interest in the Marquesa Gold Project pursuant to a joint venture (the “Marquesa Joint Venture”) with Bullet Holdings Corp. (“Bullet”). Under the terms of the Marquesa Joint Venture, Trident will be entitled to an additional 2% interest in the joint venture immediately prior to the completion of the Transaction. In addition, under the terms of the Marquesa Joint Venture, and pursuant to an agreement to be entered into between Trident and Bullet, Bullet will exchange its then-49% interest in the Marquesa Joint Venture for common shares and share purchase warrants of Trident. Immediately prior to completing the Transaction (and as a condition of closing), it is expected that Trident will issue Bullet approximately 122,915,882 common shares of Trident and 7,647,843 warrants to purchase Trident shares, with the result being that Bullet will hold 49% of the issued and outstanding common shares of Trident, and Trident warrants representing 49% of the total number of Trident warrants and Trident options, in aggregate, outstanding prior to the completion of the Transaction (and prior to giving effect to the Financing (as defined below)). The common shares and warrants of Trident to be issued to Bullet will be exchanged for post-Consolidation Andor Shares and Andor warrants pursuant to the Transaction on the basis of the Exchange Ratio.

Post-Transaction Share Capital

On a post-Transaction basis (and prior to giving effect to the Financing), the Resulting Issuer will have approximately 24.3 million common shares, 1.36 million common share purchase warrants and 239,000 options issued and outstanding, resulting in the former shareholders of Andor holding approximately 3.85% of the common shares of the Resulting Issuer and the former shareholders of Trident holding approximately 96.15% of the common shares of the Resulting Issuer upon completion of the Transaction (but prior to giving effect to the Financing).

The Financing

In connection with the Transaction and prior to the completion thereof, Trident will complete a private placement (the “Financing”) of a minimum of 6,400,000 and a maximum of up to 9,333,333 subscription receipts (the “Subscription Receipts”) at a price of $0.75 per Subscription Receipt to raise aggregate gross proceeds of a minimum of $4,800,000 and a maximum of up to $7,000,000, subject to the exercise of an over-allotment option to be granted to the agents, which, if exercised in full, would result in Trident issuing 10,733,333 Subscription Receipts for aggregate gross proceeds of $8,050,000. Trident has engaged a syndicate of agents led by Clarus Securities Inc. (the “Lead Agent”) and including Cormark Securities Inc., Haywood Securities Inc. and Raymond James & Associates Inc. (collectively, the “Agents”) to conduct the Financing.

Each Subscription Receipt issued pursuant to the Financing will automatically convert, without any further action by the holder and without any additional consideration, into 10.75 units of Trident upon the satisfaction or waiver of the Escrow Release Conditions (as defined below), with each such unit being comprised of one (1) common share of Trident (an “Underlying Shares”) and one (1) Trident share purchase warrant (an “Underlying Warrant”). The Underlying Shares and Underlying Warrants will be exchanged for post-Consolidation Andor Shares and Andor share purchase warrants pursuant to the Transaction on the basis of the Exchange Ratio. For greater certainty, notwithstanding the number of units issued upon automatic conversation of the Subscription Receipts, each holder of Subscription Receipts will receive one (1) post-Consolidation Andor Share and one (1) Andor share purchase warrant in respect of each Subscription Receipt held. Each warrant of Andor issued in exchange for an Underlying Warrant pursuant to the Transaction will entitle the holder thereof to acquire one (1) post-Consolidation Andor Share at a price of $1.25 for a period of 24 months from the completion of the Transaction, subject to early expiry in certain circumstances. The Subscription Receipts will be issued pursuant to, and governed by, the terms of a subscription receipt indenture to be entered into between Trident, the Lead Agent and a subscription receipt agent (the “Subscription Receipt Agent”) acceptable to Trident and the Agents.

The gross proceeds from the Financing, less 20% of the Agents’ Commission (as defined below) and the Agents’ expenses in connection with the Financing (the “Escrowed Proceeds”) will be held in escrow by the Subscription Receipt Agent in an interest-bearing account. The Escrowed Proceeds, and any interest accrued thereon (the “Escrowed Funds”), will be released from escrow to Trident upon the satisfaction of the following conditions (the “Escrow Release Conditions”), provided that such conditions are satisfied or waived within 180 days following the closing date of the Financing:

In consideration of the Agents’ services, Trident has agreed to pay the Agents a cash commission (the “Agents’ Commission”) of 7.0% of the gross proceeds raised under the Financing, and will issue the Agents that number of broker warrants (the "Broker Warrants") which is equal to 7% of the aggregate number of Subscription Receipts issued pursuant to the Financing. Each Broker Warrant will be exercisable for one (1) common share of Trident at a price of $0.75 for a period of 24 months from the satisfaction of the Escrow Release Conditions. Following the completion of the Transaction, the Broker Warrants will be exercisable for post-Consolidation Andor Shares.

Conditions to Transaction

The completion of the Transaction contemplated by the Agreement is subject to certain conditions, including: (i) obtaining all necessary regulatory approvals, including TSX-V approval of the Transaction; (ii) completion of the Consolidation; (iii) any ancillary transactions comprising part of the proposed Transaction; (iv) the approval of the Transaction by the Trident shareholders; and (v) other customary conditions for a transaction of this nature. There can be no assurance that the Transaction will be completed as proposed or at all.

Insiders, Officers and Board of Directors of the Resulting Issuer

Upon completion of the Transaction, it is anticipated that the board of directors of the Resulting Issuer will be comprised of the following directors: Gary Barket, Paul Harris, Gustavo Koch, Manfred Kruger, Robert Neill, Rafael Nieto, Timothy Russell, Andrew Smith, David Volkert and Denise Boushy. In addition, it is expected that Timothy Russell will serve as President and Chief Executive Officer and Andrew Smith will serve as Chief Financial Officer and Corporate Secretary of the Resulting Issuer.

The following sets out the names and backgrounds of all persons who are expected to be considered insiders of the Resulting Issuer.

Timothy Russell – President, Chief Executive Officer and Director

Mr. Russell is a founding Director, President and CEO of Trident Gold Corp. His professional career has included technical services consulting and operations planning and management in the mining sector and project management of major civil's construction, including being responsible for construction of the marine structures of a green water LNG terminal. Mr. Russell has been engaged in business development activities in Colombia since 2008.

Andrew Smith – Chief Financial Officer and Director

Mr. Smith is a founding director of Trident Gold Corp. He is an Australian chartered accountant who was previously working in Corporate Finance with Ernst & Young in Australia. He has over 16 years of experience in the finance sector. Prior to joining Trident, he was the Managing Director of Bassari Resources Ltd., an ASX listed gold explorer with operations in Senegal West Africa.

Manfred Kruger - Director

Mr Kruger is the founder and Managing Director of Astra Energy & Commodity Fund and founder and Managing Director of Quantum Energy & Commodity Fund. Mr. Kruger is the former Chairman of Pacific Stratus Energy Corp., which subsequently merged with Petro Rubiales Energy Corp. to form Pacific Rubiales Energy Corp., which today is the largest independent petroleum producer in Colombia. Mr. Kruger has over 25 years’ international business experience in the energy trading sector.

David Volkert – Director

Mr. Volkert is a mine finder with a long, successful career in the mining industry and is currently President and Chief Executive Officer of Paget Minerals Corporation. Mr. Volkert has held various other senior positions, including at Barrick Gold Corporation and Bear Creek Mining Corp. A successful mineral exploration geologist with over 30 years international experience in the technical, managerial and business aspects of mineral exploration programs, Mr. Volkert holds a B.Sc. Geological Engineering degree from the Colorado School of Mines.

Rafael Nieto – Director

Mr. Nieto is an attorney and a specialist in constitutional and international Law, and is the former Vice Minister of Justice of Colombia. Mr. Nieto is a partner at Nieto & Cía, a firm with more than 30 years of experience in legal assistance and business, and president of NSG, a consulting firm specializing in environment management and socio-political analysis. Mr. Nieto is also a Senior Director for the consulting firm of McLarty Associates and acts as its representative in Colombia. Mr. Nieto provides consultancy to a variety of governmental institutions and international cooperation agencies and several private and public institutions.

Gary Barket – Director

Mr. Barket is an attorney in private practice in Little Rock, Arkansas and currently serves as counsel to Bullet. Mr. Barket is also a director of Sovista Gold Corp. He holds a Bachelor of Arts degree in Political Science from the University of Arkansas and a Juris Doctor from the University of Arkansas School of Law at Fayetteville, Arkansas.

Gustavo Koch – Director

Mr. Koch has over 15 years of legal experience and is currently an Executive Director of Continental Gold Limited and a Director and Legal Representative of Grupo de Bullet S.A.S. (“Grupo de Bullet”), a Colombian subsidiary of Bullet. Mr. Koch held many senior positions at Grupo de Bullet and was an Associate with the International Law Institute in Washington. He was also an Associate at the Latin American Mining Institute where he was responsible for editing The South American Investment and Mining Guide and The Mexican and Central American Investment and Mining Guide. Mr. Koch holds a law degree from the Colegio des Abogados in Santa Fe, Argentina.

Paul Harris – Director

Mr. Harris is a mining sector researcher, analyst and reporter with over twelve years’ experience in the mining sector and nine years’ experience in Latin America, including four years of experience in the Colombian gold sector working with junior explorers in an investor relations and business development capacity, in addition to publishing leading independent analysis and research about the sector. Mr. Harris holds a BA in business administration from the University of the West of England and an MA in international relations from the University of Chile.

Robert Neill – Director

Mr. Neill is a former management consultant with extensive Latin America experience. He currently works as a consultant for Grupo de Bullet developing new strategic partnerships and assisting in management of day-to-day operations. Before joining Bullet, he was with the U.S.-based consultant firm ScottMadden, Inc. helping U.S. and international clients across multiple industries tackle strategic and operational challenges. Mr. Neill holds a BA in mechanical engineering from Dartmouth College and an MBA from Vanderbilt University.

Denise Boushy – Director

Ms. Boushy is an independent communication consultant with 16 years of experience in the financial services and mining industry. Ms Boushy was most recently the Vice President of Corporate Communications for Norvista Resources Corp., a mining merchant bank in Toronto which has spun out several former junior exploration subsidiaries into public companies.

Bullet Holding Corp. – Insider

Bullet Holding Corp. is a private gold and mineral exploration company operating in Colombia for more than twenty-five years, of which Mr. Robert W. Allen is the President. Mr. Allen and Bullet were key drivers in the development of both Continental Gold Ltd. and Solvista Gold Corporation. Mr. Allen has over 40 years’ experience in the mining industry and has been involved in the identification, financing, and development of oil, gas, coal, and metals properties in the United States and South America for over thirty years.

It is anticipated that Bullet will hold approximately 35% of the issued and outstanding post-Consolidation Andor Shares following completion of the Transaction and the Financing.

Further Information

Further details regarding the Transaction and Financing will be provided in a filing statement (the “Filing Statement”) prepared and filed by Andor in accordance with the rules and policies of the TSX-V. Andor expects to complete and file the Filing Statement in December 2012. The Transaction is expected to close shortly thereafter.

All information contained in this news release with respect to Andor and Trident was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

For further information regarding the Transaction, please contact:

Ann Dumyn, Chief Financial Officer and Secretary, Andor Mining Inc.

Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Transaction; the terms and conditions of the proposed Financing; future exploration and testing; use of funds; and the business and operations of the Resulting Issuer after the proposed transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the results of current exploration and testing. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Andor and Trident disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.

Source: Trident Gold Corp.