TORONTO, ONTARIO--(Marketwired - Dec 17, 2015) - Trident Gold Corp. (TSX VENTURE:TTG) ("Trident" or the "Company") announced today that it has entered into a definitive agreement to sell its wholly-owned direct subsidiary, Trident Gold Holding Corp. ("Trident Gold Holdco"), through which the Company indirectly holds the Marquesa Gold Project in the Department of Antioquia, Colombia, to Grupo de Bullet S.A.S. ("Bullet"), a private Colombian company, which will result in the sale of substantially all of the Company's exploration properties (the "Transaction").
In consideration for the sale and transfer of all of the issued and outstanding shares of Trident Gold Holdco (the "Holdco Shares"), including the concurrent termination of a joint venture agreement between the Company and Bullet, Bullet has agreed to: (i) the full and final settlement of the net balance outstanding on indebtedness owed by the Company to Bullet as well as assuming debts and outstanding liabilities of the company in Colombia, which includes: (x)$80,682 in outstanding liabilities and accounts payable of Marquesa Gold S.A.S., a wholly-owned indirect subsidiary of Trident; (y) $305,666 owed by the Company to Bullet for management services and expenses incurred by the Company; and (z) $70,238 owed by the Company to Bullet for payment of professional fees and transfers; and (ii) the granting of a 1.25% net smelter return royalty on all current titles and applications associated with the Marquesa Gold Project to be retained by the Company after the closing of the Transaction, with Bullet retaining an indefinite right to purchase this royalty at any time for US$6,000,000.
The Board of Trident has decided on this corporate action given the inability to raise funds in order to continue exploration activities over the past two years and to find a viable third party interested in purchasing, joint venturing or otherwise obtaining the Marquesa Gold Project. The Board believes that the interests of shareholders of the Company will be best served by settling the Company's debt obligations in order to strengthen its balance sheet.
The sale of the Holdco Shares represents the sale of substantially all the assets of the Company and will require the approval of at least 66 2/3% of the votes cast by the shareholders of Trident, voting together as a single class, present in person or represented by proxy and entitled to vote at the annual and special shareholder meeting to be held on February 11, 2016 (the "Meeting"). In addition, the Transaction also has to be approved by an affirmative vote of at least a simple majority of the votes cast by shareholders of Trident present in person or represented by proxy and entitled to vote at the Meeting, excluding the votes cast by Bullet Holding Corporation in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as discussed below.
The proposed Transaction constitutes a "related party transaction" within the meaning of MI 61-101. Mr. Robert W. Allen has beneficial ownership of, or control or direction over, directly or indirectly, securities of the Company carrying more than 10% of the voting rights attached to all of the Company's outstanding voting securities through Bullet Holding Corporation. Mr. Allen also controls a majority of the voting securities of Bullet. As a result, the Company and Mr. Allen are considered "related parties" within the meaning of MI 61-101 and the Transaction constitutes a "related party transaction" within the meaning of MI 61-101 and Policy 5.9 of the TSX Venture Exchange ("TSXV") Corporate Finance Manual. The Company is exempt from the requirement to obtain a formal valuation report in respect of the Transaction as it is able to rely on section 5.5(b) of MI 61-101 [Issuer Not Listed on Specified Markets].
For the purposes of disinterested voting under MI 61-101, common shares of Trident registered in the name of Bullet Holding Corporation will be excluded from voting on the Transaction. As of the date hereof, Bullet Holding Corporation owns 13,714,866 shares representing approximately 40.8% of the issued and outstanding shares of Trident.
Assuming the sale of the Holdco Shares is completed, the Company intends to use its available cash to explore new business opportunities. At this time the Board of Directors of Trident has not made any definitive business decisions regarding its post-disposition business, but is working closely with management and together they will be exploring all available options which they believe will be in the best interests of the Company.
The Transaction is expected to close in mid-February, 2016 and is subject to majority of the minority shareholder approval and regulatory approval, including, but not limited to, the approval of the TSXV.
Caution Regarding Forward-Looking Information
This News Release includes certain "forward-looking statements". These statements are based on information currently available to the Company and the Company provides no assurance that actual results will meet management's expectations. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, the ability of the Company to complete the sale of the Holdco Shares to Bullet, results of exploration, project development, reclamation and capital costs of the Company's mineral properties, and the Company's financial condition and prospects, could differ materially from those currently anticipated in such statements for many reasons such as: regulatory and shareholder approvals regarding the sale of the Holdco Shares to Bullet; changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with the activities of the Company; and other matters discussed in this News Release. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. These and other factors should be considered carefully and 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 applicable securities laws.
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.