TrinCan Announces Non-Brokered Flow-Through Unit Financing

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATATION IN THE UNITED STATES/

KELOWNA, BC, Dec. 4, 2013 /CNW/ - TrinCan Capital Corp. ("TrinCan" or the "Corporation") (TRN:TSX-V) announces a proposed non-brokered private placement (the "Private Placement") of up to 5,000,000 units of the Corporation ("Units") at a price of $0.20 per Unit for aggregate gross proceeds of up to $1,000,000. Each Unit shall consist of one common share of the Corporation (a "Common Share") issued on a flow-through basis in connection with which the Corporation will incur and renounce Canadian exploration expenses, and one-half of one Common Share purchase warrant (each whole such warrant, a "Warrant"). The Warrant will not be listed. Each whole Warrant shall be exercisable for one Common Share at a price of $0.30 per Common Share for a period to and including June 30, 2014.

All securities in the Private Placement will be subject to a four month hold period from the closing of the Private Placement. Agents may be paid a finder's fee of up to 10% of the aggregate subscription price plus 10% of the number of Units in brokers warrants with terms the same as the Warrants for subscriptions secured by such agents pursuant to the Private Placement.

Closing of the Private Placement is not subject to a minimum aggregate subscription amount but shall be subject to receipt of all required regulatory approvals, including the TSX Venture Exchange. It is anticipated the closing will occur on or about Tuesday, December 17, 2013.

The proceeds of the Private Placement will be used to incur Canadian exploration expenses on the Corporation's oil and gas properties, or directly or indirectly, on Canadian mining properties owned or acquired.

The Units will be issued to purchasers pursuant to exemptions from the prospectus requirements of applicable securities legislation and will be subject to resale restrictions, as required under the applicable securities legislation. After giving effect to a fully subscribed Private Placement, TrinCan will have 22,469,000 Common Shares outstanding.

Any participation by insiders of the Corporation in the private placement will be on the same terms as the arm's length investors. The Corporation has no reason to believe that the Private Placement will result in a change of control of the Corporation.

CAUTIONARY STATEMENT

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

No stock exchange, securities commission or other regulatory authority has approved nor disapproved the information contained herein.

FORWARD-LOOKING STATEMENTS

This news release contains forward-looking statements relating to the issuance of securities and the use of proceeds from the Private Placement and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the issuance of securities, the use of proceeds from the Private Placement, and future plans and objectives of the Company, are forward looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors could cause actual results to differ materially from the Company's expectations and are detailed from time to time in the filings made by the Company with securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of TrinCan. As a result, TrinCan cannot guarantee that any forward-looking statement will materialize and the reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release, and TrinCan does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by Canadian securities law.

SOURCE: TrinCan Capital Corp.

Burkhard Franz
TrinCan Capital Corp.
Phone: [phone]