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TORONTO, Feb. 13, 2013 /CNW/ - Andor Mining Inc. (TSX-V: AMI.P) ("Andor") is pleased to announce the completion of its qualifying transaction
(the "Qualifying Transaction") with Trident Gold Corp. ("Trident") as previously announced in news releases dated October 17, November
15 and December 6, 2012 and February 4, 2013. Readers are also referred
to the filing statement of Andor dated February 4, 2013 (the "Filing Statement") which was prepared in accordance with the requirements of the TSX
Venture Exchange (the "Exchange") and filed on SEDAR at www.sedar.com.
Pursuant to the Qualifying Transaction, Andor acquired all of the issued
and outstanding shares of Trident (the "Trident Shares"), with the former Trident shareholders receiving one (1) common shares
of Andor for each 10.75 Trident Shares held (the "Exchange Ratio"). The outstanding warrants and options of Trident were also exchanged
for comparable securities of Andor on the basis of the Exchange Ratio.
Immediately prior to the closing of the Qualifying Transaction, Andor
consolidated its shares on a 0.22-for-one basis and changed its name to
"Trident Gold Corp." ("New Trident"). Trident subsequently amalgamated with a wholly-owned subsidiary of
Andor, with the amalgamating company continuing as a wholly-owned
subsidiary of New Trident.
The Qualifying Transaction constitutes a reverse take-over as the former
shareholders of Trident now own (on a non-diluted basis) approximately
96.5% of the outstanding shares of New Trident (the "Resulting Issuer Shares") immediately after the closing of the Qualifying Transaction.
The board of directors of New Trident will consist of nine directors and
will be comprised of the following persons: Manfred Kruger (Chairman),
David Volkert, Rafael Nieto, Gustavo Koch, Denise Boushy, Robert Neill,
Paul Harris, Timothy Russell and Andrew Smith. In addition, Timothy
Russell will serve as President and Chief Executive Officer and Andrew
Smith will serve as Chief Financial Officer and Corporate Secretary.
The completion of the Qualifying Transaction has received conditional
approval of the Exchange and is subject to final Exchange approval,
which is expected to be received after completion of the required
filings. After giving effect to the Qualifying Transaction, there will
be 33,595,183 Resulting Issuer Shares issued and outstanding (on a
non-diluted basis). In addition, there will be an aggregate of
8,137,864 Resulting Issuer Share purchase warrants, 209,623 options to
purchase Resulting Issuer Shares and 492,223 New Trident broker
Trading in the common shares of Andor was previously halted on October
10, 2012 at the request of Andor upon announcement of the Qualifying
Transaction. The Resulting Issuer Shares are expected to commence
trading under the symbol "TTG" on or about February 20, 2013, upon
final Exchange approval in respect of the Qualifying Transaction.
Timothy Russell, President and Chief Executive Officer of New Trident,
said, "we are very excited to have completed this key step and are now
looking forward to drilling Quebraditas, which has all the indications
of being a significant high-grade gold target".
On December 6, 2012, Trident completed a brokered private placement of
6,088,900 subscription receipts for aggregate gross proceeds of
$3,653,340. Immediately prior to the completion of the Qualifying
Transaction, each subscription receipt was automatically converted into
10.75 units of Trident, with each unit being comprised of one common
share of Trident ("Trident Shares") and one common share purchase warrant ("Trident Warrants").
The brokered private placement was conducted through a syndicate of
agents led by Clarus Securities Inc. and including Cormark Securities
Inc., Haywood Securities Inc. and Raymond James Ltd. For additional
information concerning the brokered private placement, see Andor's news
release of December 6, 2012 ("Andor Mining Inc. Announces Results of
Shareholder Meeting and Completion of Concurrent Financing in
Connection with Proposed Qualifying Transaction").
Immediately prior to the completion of the Qualifying Transaction,
Trident also completed a non-brokered private placement of 630,834
units at a price of $0.60 per unit for aggregate gross proceeds of
$378,500. Each unit was comprised of 10.75 Trident Shares and 10.75
The Trident Shares and Trident Warrants issued pursuant to the brokered
and non-brokered private placements were subsequently exchanged for
Resulting Issuer Shares and Resulting Issuer Warrants pursuant to the
Qualifying Transaction on the basis of the Exchange Ratio. The
Resulting Issuer Warrants are issued pursuant to and governed by the
terms of a warrant indenture dated February 13, 2013 between New
Trident and Equity Financial Trust Company, as warrant agent. A copy of
the warrant indenture is available on SEDAR at www.sedar.com.
Bullet Share Exchange
Immediately prior to the completion of the Qualifying Transaction,
Trident also completed the acquisition of the remaining 51% of the
Marquesa Gold Project from Bullet Holding Corp. ("Bullet") pursuant to a share exchange agreement between Trident and Bullet
dated December 31, 2012 (the "Share Exchange"). Pursuant to the Share Exchange, Trident issued an aggregate of
140,952,055 Trident Shares and 8,284,898 Trident Warrants to Bullet in
exchange for Bullet's 51% interest in the Marquesa Gold Project. The
Trident Shares and Trident Warrants issued to Bullet were exchanged for
Resulting Issuer Shares and Resulting Issuer Warrants on the basis of
the Exchange Ratio pursuant to the Qualifying Transaction. After giving
effect to the Share Exchange and the Qualifying Transaction, Bullet
owns 13,714,866 Resulting Issuer Shares, representing approximately
40.8% of the issued and outstanding Resulting Issuer Shares, and also
holds 1,187,688 Resulting Issuer Warrants.
Marquesa Gold Project
Trident's principal asset is the Marquesa Gold Project located on the
highly prospective Antioquia Batholith in Antioquia, Colombia. The
project is comprised of a 124,000-hectare contiguous land package
located 15 km north of AngloGold Ashanti/B2Gold´s Gramalote Gold
Project. The land package has multiple drill targets and prospects. The
2013 exploration program will focus on the most value accretive
activities, with initial drilling to be executed in phases, commencing
on the Quebraditas high-grade gold vein target.
The Quebraditas target measures 3km x 1km and is open in all directions.
Exploration to date at Quebraditas has focused on the mapping and
sampling of over 3,000m of artisanal mine tunnels. More than 30 veins
have been identified occurring en echelon on two district scale
intersecting lineaments and returned average grades of approximately
7g/t Au. Our senior exploration team of David F. Volkert, P.Geo.
(Director, Geology) and John W. Kieley, P.Geo. (Vice President,
Exploration), with the collaboration of Dr Eric P. Nelson, consulting
structural geologist, have ranked the target ore shoots, and first
phase drilling will commence by testing of a minimum of seven (7)
priority targets. Dr. Nelson, Emeritus Associate Professor, Colorado
School of Mines, reports that the Quebraditas vein system shares a
number of features in common with the Abitibi and Kalgoorlie belts, of
Canada and Western Australia respectively, including irregular sulfide
banding in generally milky to translucent gray quartz and the wallrock
alteration assemblage (chlorite, sericite, pyrite).
John W. Kieley, P.Geo., Vice President of Exploration, is a Qualified
Person, as defined by Canadian National Instrument 43-101, and has
reviewed and approved the geological and technical information
contained in this news release.
Investors are cautioned that, except as disclosed in the filing
statement prepared in connection with the Qualifying Transaction, any
information released or received with respect to the Qualifying
Transaction may not be accurate or complete and should not be relied
The TSXV has in no way passed upon the merits of the Qualifying
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 information" under applicable
Canadian securities legislation which is not comprised of historical
facts. Forward-looking information involves risks, uncertainties and
other factors that could cause actual events, results, performance,
prospects and opportunities to differ materially from those expressed
or implied by such forward-looking information. Forward looking
information in this news release includes, but is not limited to, New
Trident's objectives, goals or future plans, the receipt of final
Exchange approval with respect to the Qualifing Transaction, the
listing of the Resulting Issuer Shares on the Exchange and the timing
thereof. Factors that could cause actual results to differ materially
from such forward-looking information include, but are not limited to,
those risks set out in Andor's public documents filed on SEDAR and the
Filing Statement. Although New Trident believes that the assumptions
and factors used in preparing the forward-looking information in this
news release are reasonable, undue reliance should not be placed on
such information, which only applies as of the date of this news
release, and no assurance can be given that such events will occur in
the disclosed time frames or at all. New Trident disclaims any
intention or obligation to update or revise any forward-looking
information, whether as a result of new information, future events or
otherwise, other than as required by law.
SOURCE: Andor Mining Inc.
For further information:
President & CEO
Tel: +1 416 546-8153