/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES. NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES/
TORONTO, June 10, 2021 /CNW/ - Troilus Gold Corp.
(TSX: TLG) (OTCQX: CHXMF) ("Troilus" or the "Company") is pleased
to announce that in connection with is previously announced bought
deal financing, the Company and Cormark Securities Inc., on behalf
of a syndicate of underwriters (collectively, the "Underwriters"),
have agreed to increase the size of the previously announced
financing for aggregate gross proceeds of approximately
C$42.5 million.
The Underwriters have agreed to purchase, on a bought deal
public offering basis 7,905,200 units of the Company (the "Units")
at a price of C$1.10 per Unit (the
"Unit Offering Price") for gross proceeds of C$8,695,720; 6,211,200 flow-through units of
the Company (the "Traditional Flow-Through Units") at a price of
C$1.26 per Traditional Flow-Through
Unit (the "Traditional Flow-Through Unit Offering Price") for gross
proceeds of C$7,826,112; 13,513,600
flow-through units of the Company (the "National Flow-Through
Units") at a price of C$1.48 per
National Flow-Through Unit for gross proceeds of C$20,000,128; and 3,174,700 flow-through units of
the Company (the "QC Flow-Through Units") at a price of
C$1.89 per QC Flow-Through Unit for
gross proceeds of C$6,000,183 (the
"Offering").
The Units, Traditional Flow-Through Units, National Flow-Through
Units and QC Flow-Through Units are collectively referred to herein
as the "Offered Units".
Each Unit will consist of one common share in the capital of the
Company (a "Common Share") and one-half of one Common Share
purchase warrant (each full warrant, a "Warrant"). Each Traditional
Flow-Through Unit will consist of one Common Share that qualifies
as a "flow-through share" for the purposes of the Income Tax
Act (Canada) and one-half of
one Warrant. Each National Flow-Through Unit will consist of one
Common Share that qualifies as a "flow-through share" for the
purposes of the Income Tax Act (Canada) and one-half of one Warrant. Each QC
Flow-Through Unit will consist of one Common Share that qualifies
as a "flow-through share" for the purposes of the Income Tax
Act (Canada) and the
Taxation Act (Quebec) and
one-half of one Warrant. Each Warrant will entitle the holder
thereof to acquire one Common Share (a "Warrant Share") at an
exercise price of C$1.50 for a period
of 24 months following the closing of the Offering.
The Underwriters also have an option to purchase up to an
additional 15% of the Units and Traditional Flow-Through Units at
the Unit Offering Price and the Traditional Flow-Through Unit
Offering Price, respectively, for market stabilization purposes and
to cover over-allotments, if any, for a period expiring 30 days
after the date of closing for additional proceeds of up to
C$2,478,275, assuming the
over-allotment is exercised in full.
The net proceeds from the sale of the Units will be used for
continued engineering efforts and feasibility level studies and for
working capital and general corporate purposes.
The portion of the proceeds of the sale of the Common Shares
forming part of the Traditional Flow-Through Units, the National
Flow-Through Units and QC Flow-Through Units will be used on
exploration expenses on the Troilus Gold Project as permitted under
the Income Tax Act (Canada)
and the Taxation Act (Quebec) to qualify as "Canadian exploration
expenses", "flow-through mining expenditures" and, for eligible
investors, for the two 10% enhancements under section 726.4.9 and
section 726.4.17.1 of the Taxation Act (Quebec).
The Offered Units will be offered by way of short form
prospectus in each of the provinces of Canada, pursuant to National Instrument 44-101
– Short Form Prospectus Distributions. The Units may also be
sold into the United States
pursuant to an exemption from the registration requirements of the
United States Securities Act of 1933, as amended (the "U.S.
Securities Act") and in such other jurisdictions outside of
Canada and the United States as agreed, in each case in
accordance with all applicable laws and provided that no
prospectus, registration statement or similar document is required
to be filed in such jurisdiction.
The Offering is scheduled to close on or before June 30, 2021 and are subject to certain
conditions including, but not limited to, receipt of all applicable
regulatory approvals, including the approval of the Toronto Stock
Exchange and the applicable securities regulatory authorities.
The Offered Units have not been, and will not be, registered
under the U.S. Securities Act or any U.S. state securities laws,
and may not be offered or sold in the
United States or to, or for the account or benefit of,
United States persons absent
registration or any applicable exemption from the registration
requirements of the U.S. Securities Act and applicable U.S. state
securities laws. This press release shall not constitute an offer
to sell or the solicitation of an offer to buy securities in
the United States, nor will there
be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
About Troilus Gold Corp.
Troilus Gold Corp. is a Canadian-based junior mining company
focused on the systematic advancement and de-risking of the former
gold and copper Troilus Mine towards production. From 1996 to 2010,
the Troilus Mine produced +2 million ounces of gold and nearly
70,000 tonnes of copper. Troilus is located in the top-rated mining
jurisdiction of Quebec, Canada,
where is holds a strategic land position of 1,420 km² in the
Frôtet-Evans Greenstone Belt. Since acquiring the project in 2017,
ongoing exploration success has demonstrated the tremendous scale
potential of the gold system on the property with significant
mineral resource growth. The Company is advancing engineering
studies following the completion of a robust PEA in 2020, which
demonstrated the potential for the Troilus project to become a
top-ranked gold and copper producing asset in Canada. Led by an experienced team with a
track-record of successful mine development, Troilus is positioned
to become a cornerstone project in North
America.
Cautionary Note Regarding Forward-Looking Statements and
Information
This press release contains forward-looking statements and
forward-looking information (collectively, "forward-looking
statements") within the meaning of applicable securities laws. Such
forward-looking statements include, without limitation, statements
regarding the closing of the Offering, the timing of the closing of
the Offering, the use of proceeds from the Offering, the receipt of
regulatory approvals, the exercise of the option granted to the
Underwriters and future results of operations, performance and
achievements of the Company. Although the Company believes that
such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to be correct.
Forward-looking statements are typically identified by words such
as: believe, expect, anticipate, intend, estimate, postulate and
similar expressions, or are those, which, by their nature, refer to
future events. The Company cautions investors that any
forward-looking statements by the Company are not guarantees of
future results or performance, and that actual results may differ
materially from those in forward-looking statements as a result of
various factors and risks, including, uncertainties with respect to
obtaining all regulatory approvals to complete the Offering,
uncertainties relating to the COVID-19 pandemic, uncertainties of
the global economy, market fluctuations, the discretion of the
Company in respect to the use of proceeds discussed above, any
exercise of termination by counterparties under applicable
agreements, the Company's inability to obtain any necessary
permits, consents or authorizations required for its activities, to
produce minerals from its properties successfully or profitably, to
continue its projected growth, to raise the necessary capital or to
be fully able to implement its business strategies and other risks
identified in its disclosure documents filed at www.sedar.com. This
press release is not, and is not to be construed in any way as, an
offer or recommendation to buy or sell securities in Canada or in the
United States.
Although the Company believes the expectations expressed in
such forward-looking statements are based on reasonable
assumptions, such statements are not guarantees of future
performance and actual events, results and/or developments may
differ materially from those in the forward-looking statements.
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 and
as required by applicable securities laws.
SOURCE Troilus Gold Corp.