NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES AND NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
VANCOUVER, BC / ACCESS Newswire / April 22, 2025 / Trifecta Gold Ltd. (TSXV:TG)(OTCQB:TRRFF) ("Trifecta" or the "Company") announces a private placement (the "Offering") of up to $5,310,750, to consist of the issue and sale of up to 12,790,000 units ("Charity Flow-Through Units") at a price of $0.38 per Charity Flow-Through Unit, and 1,668,704 units at a price of $0.27 per unit. Each Charity Flow-Through Unit will consist of one common share and one-half (1/2) of a common share purchase warrant (each whole warrant, a "Unit Warrant"), each of which will qualify as a "flow-through share" (within the meaning of subsection 66(15) of the Income Tax Act (Canada)). Each Unit Warrant will entitle the holder to purchase one common share at a price of $0.40 for a period of 24 months following the closing of the private placement. Each unit will consist of one common share and one-half (1/2) of a common share purchase warrant, with each whole warrant to entitle the holder to purchase one common share at a price of $0.40 for a period of 24 months following the closing of the private placement.
The gross proceeds from the Charity Flow-Through Units will be used by the Company to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" (as both terms are defined in the Income Tax Act (Canada)) (the "Qualifying Expenditures"). The Qualifying Expenditures will be renounced in favour of the subscribers with an effective date no later than December 31, 2025.
All of the shares issued pursuant to this private placement, including any shares that may be issued pursuant to the exercise of the warrants, will be subject to a hold period in Canada of four months plus one day from closing. The proceeds from this private placement, which is subject to TSX Venture Exchange acceptance, will be used to fund exploration activities and for working capital purposes.
"We are impressed by Trifecta's gold target at Rye in the highly prospective Tombstone gold belt. We have made other successful early-stage investments in companies that have made significant, highly economic gold discoveries in this belt. Trifecta's Rye target has many of the same signatures of those successes. We can't wait to see them get busy with further fieldwork, trenching, and drilling, and are happy to support them with capital for this effort." - Kevin Smith, CFA, Founder and CEO of Crescat Capital.
"Trifecta is pleased to welcome Crescat as a new major shareholder at 9.9%. This is in addition to continued support from existing shareholders, including Condire Investors, who will maintain a 19.9% share interest in the Company. This financing will allow Trifecta to systematically follow-up on discoveries made in 2024 at both the Mt. Hinton and Rye projects. We look forward to sharing more detailed plans for 2025 in the coming weeks." - states Richard Drechsler, President and CEO of Trifecta.
Certain insiders of Trifecta may participate in the private placement, with full particulars of such participation to be included in the news release announcing the closing of the private placement.
About the Tombstone Gold Belt
Extending more than 1000 km from the Fairbanks district in Alaska eastward across the entire width of Yukon, the Tombstone Gold Belt hosts many large Reduced Intrusion-Related Gold System (RIRGS) mines such as Fort Knox in Alaska (>10 million oz), Eagle and Olive in Yukon (>4 million oz) and the past-producing Brewery Creek Mine, also in Yukon. Since May 2020 over 17 million additional ounces of gold have been discovered in the Yukon portion of the belt, including Snowline Gold's Tier 1 Valley discovery, Sitka Gold's RC deposit, Banyan Gold's AurMac deposits and Victoria Gold's Raven deposit.
Tombstone Gold Belt systems are characterized by sheeted, auriferous quartz veins forming in the carapace zones of Cretaceous-age plutons. They have a characteristic geochemical signature with a gold-bismuth-tellurium±tungsten core within a broader gold-arsenic halo. The deposits are found within and surrounding the reduced intrusions and typically exhibit a geophysical signature comprising a magnetic low (ie. reduced) coinciding with at conductivity low. Veining in RIRGS systems is typically zoned with a core of sheeted veins in source intrusion surrounded by more discrete gold-arsenic veins and more distal silver-lead-zinc veins.
About Trifecta Gold Ltd.
Trifecta is a Canadian-based precious metals exploration company dedicated to increasing shareholder value through the discovery and development of 100% held gold projects in Yukon and Nevada. Trifecta has secured an option to acquire a 100% interest in Mt. Hinton, Rye and 9 other highly prospective, intrusion-related gold projects located in Yukon's Tombstone Gold Belt where over 17 million ounces of gold have been discovered since May 2020. Initial drilling at the Company's Yuge Gold Project, located in northern Nevada, has identified multiple broad zones of gold mineralization near historical high-grade mines. The Company's Eureka Project hosts an 8 x 2.5 kilometre belt of surface showings and anomalous gold-in-soil that straddle the headwaters of two of the most productive placer creeks in Yukon's southern Klondike Goldfields. Trifecta's Treble Project covers a large hydrothermal system, located midway between Western Copper and Gold Corporation's Casino Deposit, the largest copper and gold deposit in the Yukon, and Rockhaven Resources Ltd.'s Klaza Deposit, a high-grade gold-silver deposit.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for the sale of securities, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
ON BEHALF OF THE BOARD
"Richard Drechsler"
President and CEO
For further information concerning Trifecta or its various exploration projects please visit www.trifectagold.com or contact:
Corporate Information
Trifecta Gold Ltd. Richard Drechsler President and CEO Tel: (604) 687-2522
This news release may contain forward looking statements based on assumptions and judgments of management regarding future events or results that may prove to be inaccurate as a result of exploration and other risk factors beyond its control, and actual results may differ materially from the expected results.
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 news release.
