TM Trigon Metals Inc

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TORONTO, June 28, 2023 /CNW/ - Trigon Metals Inc. (TSXV: TM) (OTCQB: PNTZF) ("Trigon" or the "Company") is pleased to announce that it has entered into an agreement with Beacon Securities Limited (the "Lead Agent") to act as lead agent and sole bookrunner on behalf of a syndicate of agents, including Echelon Wealth Partners Inc. (together with the Lead Agent, the "Agents"), in connection with a commercially reasonable "best efforts" private placement of units of the Company (the "Units") at a price of $0.20 per Unit (the "Issue Price") for gross proceeds to the Company of approximately $3,000,000, subject to the maximum amount that may be issued under Part 5A (the "Listed Issuer Financing Exemption") of National Instrument 45-106 – Prospectus Exemptions ("NI 45-106") (the "Offering").

Each Unit will be comprised of one common share of the Company (each, a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share (a "Warrant Share") at an exercise price of $0.30 per Warrant Share at any time for a period of 36 months following the closing of the Offering.

The Company intends to use the net proceeds of the Offering for mineral exploration activities on the Company's Kombat Project, Silver Hill Project and Addana Project and general working capital requirements.

Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the Units will be offered for sale to purchasers resident in Canada, except Quebec, and other qualifying jurisdictions, pursuant to the Listed Issuer Financing Exemption. The securities issued under the Listed Issuer Financing Exemption will not be subject to a hold period pursuant to applicable Canadian securities laws.

There is an offering document related to the Offering that can be accessed under the Company's profile at www.sedar.com and on the Company's website at www.trigonmetals.com. Prospective investors should read this offering document before making an investment decision.

The Offering is expected to close on or about July 12, 2023, or such date as the Lead Agent and the Company may agree upon, and is subject to certain conditions, including but not limited to, the receipt of all necessary approvals including the conditional approval of the TSX Venture Exchange (the "TSXV"). Completion of the Offering remains subject to the receipt of all necessary regulatory approvals, including the approval of the TSXV.

As consideration for their services, the Agents will receive a cash commission of 6.0% of the gross proceeds of the Offering (provided that a cash fee equal to 3.0% shall be payable in respect of gross proceeds from Units sold to purchasers included on a president's list to be determined by the Company (the "President's List") and compensation options (the "Compensation Options") in an amount equal to 6.0% of the number of Units sold pursuant to the Offering (provided that Compensation Options equal to 3.0% shall be issuable in respect of Units sold to purchasers on the President's List). Each Compensation Option will be exercisable to purchase one common share of the Company at the Issue Price for a period of 36 months from the closing date of the Offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold to, or for the account or benefit of, persons in the "United States" or "U.S. persons" (as such terms are defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and all applicable state securities laws or compliance with an applicable exemption from such registration requirements.

Trigon is a publicly traded Canadian exploration and development company with its core business focused on copper and silver holdings in mine-friendly African jurisdictions. Currently, the company has operations in Namibia and Morocco. In Namibia, the Company holds an 80% interest in five mining licences in the Otavi Mountainlands, an area of Namibia widely recognized for its high-grade copper deposits, where the Company is focused on exploration and re-development of the previously producing Kombat mine. In Morocco, the Company is the holder of the Silver Hill project, a highly prospective copper and silver exploration project.

This press release includes certain statements that may be deemed "forward-looking statements". All statements in this release (other than statements of historical facts) that address future business development, project developments and/or acquisition activities (including any related required financings), timelines, events, or developments that the Company is pursuing are forward-looking statements, including without limitation statements with respect to: the timing and completion of the Offering; the ability of the Company to raise the targeted or maximum proceeds of the Offering; the intended use of proceeds from the Offering; the exercise of the Warrants; the receipt of any regulatory approvals, including the final approval of the TSXV; and future capital requirements. 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 or results, and actual results or developments may differ materially from those in forward-looking statements.

Regarding the disclosure in the press release above, the Company has assumed, among other things, that it will receive the approval of the TSXV in regard to the Offering and the issuance of the Units in connection therewith. If the TSXV objects or does not provide its approval for the transactions contemplated hereby, then the Company will have to negotiate revised terms with the applicable counterparties, and there is no assurance that the parties will reach an agreement that is acceptable to the Company. Factors that could cause actual results to differ materially from those in forward-looking statements include, without limitation: the availability and procurement of any required interim and/or long-term financing that may be required; general economic, market or business conditions; and other factors discussed in the management discussion and analysis section of the Company's interim and most recent annual financial statements or other reports and filings with the TSXV and applicable Canadian securities regulations.

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.

SOURCE Trigon Metals Inc.