/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES./
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 warrants outstanding.
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 Trident Warrants.
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 upon.
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
Email: [email protected]