Trinity Corp. to Merge with Two Smaller Firms
News related to:Trojan Gold Inc · 4 min read
Trojan Gold Inc. (CSE: TGII), a prospect generator junior exploration company based in Ontario, has announced a definitive agreement for an amalgamation with Tashota Resources Inc. and Strike Copper Corp. The amalgamation, which is expected to constitute a "Fundamental Change" of Trojan Gold Inc. in accordance with the policies of the Canadian Securities Exchange (CSE), will see the acquisition of all issued and outstanding common shares and convertible securities of Tashota and Strike Copper by Trojan Gold Inc. The acquisition will be carried out by a newly-incorporated wholly-owned subsidiary of Trojan Gold Inc.
The definitive agreement, signed on October 1, 2026, will see the amalgamated company become a wholly-owned subsidiary of Trojan Gold Inc. The amalgamation will see the business and objectives of Trojan Gold Inc. continue to be the same, but the assets will also include the mineral property interests currently held by Tashota and Strike Copper. The amalgamation will also see the Company change its name to "Trilogy Gold Inc."
In connection with the amalgamation, Trojan Gold Inc. anticipates completing a brokered private placement financing for aggregate gross proceeds of up to $7,000,000, the "Financing." The Financing is expected to involve the issuance of two types of securities: (i) units at an issuance price of $0.20 per unit, comprised of one common share in the capital of the Company and one half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"), with each Warrant exercisable for one common share in the capital of the Company at a price of $0.30 for a period of two years, for gross proceeds of up to $3,000,000; and (ii) "flow-through" common shares issued at a price of $0.24 per common share, for gross proceeds of up to $4,000,000.
Under the terms of the definitive agreement, the amalgamation will also see a consolidation of the Company's issued and outstanding common shares, on the basis of approximately one post-consolidation common share for every five outstanding common shares in the capital of the Company. Following the completion of the consolidation, each shareholder of Tashota will receive one common share in the capital of the Company in exchange for each common share held in the capital of Tashota, and each shareholder of Strike Copper will receive one common share in the capital of the Company for each common share held in the capital of Strike Copper.
The board of directors of Trojan Gold Inc. is expected to consist of four directors in total, including the four existing Trojan directors: Charles Elbourne, Rodney Barber, Jason Bagg, and Sarah Morrison. The Proposed Transaction may be considered a "related party transaction" for Trojan Gold Inc. pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, as Charles Elbourne is a director of each of Trojan Gold Inc., Strike Copper, and Tashota. The board of directors of each of Trojan Gold Inc., Strike Copper, and Tashota have formed committees of independent directors to consider and evaluate the Proposed Transaction, and Trojan will be seeking disinterested shareholder approval for the Proposed Transaction.
The Transaction is subject to a range of conditions, including the receipt of all required approvals, including the approval of the CSE, the requisite approval by the shareholders of Trojan (on a disinterested basis) at a special meeting of Trojan shareholders, and shareholder approval of Strike Copper and Tashota. There can be no assurance that the Transaction will be completed.
The amalgamation will see the amalgamated company's assets include the mineral property interests currently held by Tashota and Strike Copper. The amalgamation will also see the amalgamated company change its name to "Trilogy Gold Inc." Following the amalgamation, the amalgamated company will be a wholly-owned subsidiary of Trojan Gold Inc. The amalgamation is anticipated to constitute a "Fundamental Change" of Trojan Gold Inc. in accordance with the policies of the CSE.
The amalgamation is expected to see the amalgamated company change its name to "Trilogy Gold Inc." Following the amalgamation, the amalgamated company will be a wholly-owned subsidiary of Trojan Gold Inc. The amalgamation is expected to see the amalgamated company change its name to "Trilogy Gold Inc." The amalgamation is expected to see the amalgamated company change its name to "Trilogy Gold Inc."
The amalgamation is expected to see the amalgamated company change its name to "Trilogy Gold Inc." The amalgamation is expected to see the amalgamated company change its name to "Trilogy Gold Inc." The amalgamation is expected to see the amalgamated company change its name to "Trilogy Gold Inc."
The amalgamation is expected to see the amalgamated company change its name to "Trilogy Gold Inc." The amalgamation is expected to see the amalgamated company change its name to "Trilogy Gold Inc." The amalgamation is expected to see the amalgamated company change its name to "Trilogy Gold Inc."
The amalgamation is expected to see the amalgamated company change its name to "Trilogy Gold Inc." The amalgamation is expected to see the amalgamated company change its name to "Trilogy Gold Inc." The amalgamation is expected to see the amalgamated company change its name to "Trilogy Gold Inc."
The amalgamation is expected to see the amalgamated company change its name to "Trilogy Gold Inc." The amalgamation is expected to see the amalgamated company change its name to "Trilogy Gold Inc." The amalgamation is expected to see the amalgamated company change its name to "Trilogy Gold Inc."