Toronto, Ontario--(Newsfile Corp. - December 7, 2012) - Further to its press releases dated October 17 and November 15, 2012, Andor Mining Inc. (TSXV: AMI.P) (“Andor”) is pleased to announce the results of its special meeting of shareholders held on December 6, 2012 in Toronto (the “Andor Meeting”), as well as the completion of a brokered private placement financing by Trident Gold Corp. (“Trident”) for aggregate gross proceeds of $3,653,340 (the “Brokered Offering”) and the results of the annual and special meeting of shareholders of Trident (the “Trident Meeting”) held on December 6, 2012 to approve the Transaction (as defined below).
Andor Meeting
At the Andor Meeting, which was held in order to facilitate the transaction that will result in a proposed reverse take-over of Andor by the shareholders of Trident (the “Transaction”) and constitute Andor’s qualifying transaction pursuant to the policies of the TSX Venture Exchange (the “TSXV”), shareholders of Andor approved: (i) the consolidation of the common shares of Andor (“Andor Shares”) on the basis of 0.22 of an Andor Share (new) for one (1) existing Andor Share (old); (ii) the continuance of Andor from Ontario to British Columbia; (iii) the name change of Andor to “Trident Gold Corp.”; and (iv) the election of Timothy Russell, Andrew Smith, Manfred Kruger, David Volkert, Rafael Nieto, Gary Barket, Gustavo Koch, Paul Harris and Robert Neill as directors of the proposed resulting issuer company (the “Resulting Issuer”). The consolidation ratio was amended at the Andor Meeting from 0.176 to 0.22 pursuant to the revised terms of the Brokered Offering (as more particularly described below) which would allow holders of Andor Shares to maintain a proportionate ownership stake in the resulting issuer company. Andor will only proceed to affect the foregoing resolutions insofar as it will facilitate successful completion of the Transaction and may choose not to proceed with any item of business described above if, in the discretion of the board of directors of Andor, it is deemed desirable to do so.
Offering of Subscription Receipts
Pursuant to the Brokered Offering, Trident issued and sold an aggregate of 6,088,900 subscription receipts (the “Subscription Receipts”) at a price of $0.60 per Subscription Receipt for gross proceeds of $3,653,340. The Subscription Receipts were issued pursuant to, and are governed by, the terms of a subscription receipt agreement (the “Subscription Receipt Agreement”) among Trident, Clarus Securities Inc. (“Clarus”) Andor and Equity Financial Trust Company (the “Subscription Receipt Agent”). Each Subscription Receipt will entitle the holder to receive, immediately prior to the completion of the Transaction and upon satisfaction of the escrow release conditions set forth in the Subscription Receipt Agreement, 10.75 units of Trident (the “Units”), with each Unit being comprised of one common share of Trident (a “Trident Share”) and one common share purchase warrant of Trident (“Trident Warrant”). Pursuant to the Transaction, the Trident Shares will be exchanged for common shares of the Resulting Issuer (the “Resulting Issuer Shares”) on the basis of one Resulting Issuer Share for every 10.75 Trident Shares, and the Trident Warrants will be exchanged for common share purchase warrants of the Resulting Issuer (the “Resulting Issuer Warrants”) on the basis of one Resulting Issuer Share for every 10.75 Trident Warrants. Each Resulting Issuer Warrant will entitle the holder thereof to acquire one Resulting Issuer Share at a price of $1.00 per share for a period of 24 months from the completion of the Transaction, subject to early expiry in certain circumstances.
The Brokered Offering was conducted through a syndicate of agents led by Clarus and including Cormark Securities Inc., Haywood Securities Inc. and Raymond James Ltd. (collectively, the “Agents”). In connection with the Offering, Trident paid the Agents a cash commission equal to 7% of the gross proceeds raised from the sale of Subscription Receipts (other than in respect of certain “president’s list” purchasers), with 20% of the commission being paid on the closing date and the remaining 80% being payable upon the completion of the Transaction. The Agents were also issued broker warrants (the “Trident Broker Warrants”) equal to 7% of the number of Subscription Receipts sold pursuant to the Brokered Offering. The Trident Broker Warrant will be exchanged for broker warrants of the Resulting Issuer (the “Resulting Issuer Broker Warrants”) pursuant to the Transaction, each of which will entitle the holder to acquire one Resulting Issuer Share at a price of $0.60 per Resulting Issuer Share for a period of 24 months from the closing of the Transaction.
The gross proceeds of the Brokered Offering, less 20% of the Agents’ commission and certain fees and expenses of the Agents incurred in respect of the Brokered Offering, will be held in escrow by the Subscription Receipt Agent until the closing of the Transaction.
Non-Brokered Private Placement
In addition to the Brokered Offering, Trident proposes to complete a non-brokered private placement (the “Non-Brokered Offering”) of units at a price of $0.60 per unit to raise aggregate gross proceeds of approximately $500,000 (up to a maximum of $750,000). Each unit issued pursuant to the Non-Brokered Offering will be comprised of 10.75 Trident Shares and 10.75 Trident Warrants, which will be exchanged pursuant to the Transaction for Resulting Issuer Shares and Resulting Issuer Warrants on the same basis as described above. The Non-Brokered Offering will be completed concurrently with or prior to the closing of the Transaction.
Trident Meeting
At the Trident Meeting, shareholders of Trident voted to approve the Transaction, among other matters, with 100% of the votes cast at the Trident Meeting being in favour of the Transaction.
Further Information
Further details regarding the Transaction 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.
Telephone: (905) 838-1252
Email: ann.dumyn@expsyn.com
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 TSXV 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; 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.