Trojan Gold closes $200,000 private placement

Executive Summary

• Trojan Gold Inc. has closed a non-brokered private placement of 2,000,000 units, raising $200,000 in gross proceeds.
• The transaction was settled via the offsetting of amounts previously advanced to the company by the investors.
• The offering is classified as a related-party transaction under Multilateral Instrument 61-101, with exemptions relied upon for valuation and minority approval requirements.

Key Details

• Transaction Structure: Non-brokered private placement of units.
• Quantity: 2,000,000 units issued.
• Price: $0.10 per unit.
• Gross Proceeds: $200,000.
• Settlement Method: The aggregate subscription price was satisfied by amounts previously advanced to the company (debt-for-equity swap nature).
• Unit Composition: Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms:
  • Entitles holder to purchase one additional common share.
  • Exercise Price: $0.15 per share.
  • Term: 24 months from the closing date.
  • Acceleration: Subject to acceleration in certain circumstances.
• Hold Period: All securities are subject to a four-month-and-one-day hold period from the closing date.
• Fees: No finders' fees were paid.
• Regulatory Context: The issuance constitutes a related-party transaction under Multilateral Instrument 61-101. The company relied on exemptions in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the transaction does not exceed 25% of the company's market capitalization.