Origin Gold Announces Application to Amend Warrant Exercise Price and Expiry Date
MONTREAL, May 28, 2019 - Origin Gold Corp. ("Origin or the “Corporation") (TSX VENTURE: OIC) announces that it has made an application to the TSX Venture (the “TSXV”) to amend the exercise price and the expiry date of the share purchase warrants (the “Warrants”) issued in a private placement completed on August 25, 2017, as part of a qualifying transaction as defined under TSXV Policy 2.4 – Capital Pool Companies (see Origin’s news release dated August 31, 2017).
An aggregate number of 2,550,000 Warrants were initially issued at an exercise price of $0.25 and with an expiry date of August 25, 2019. The Corporation is seeking to amend the exercise price of the Warrants to $0.15 and extend the expiry date of the Warrants to February 25, 2021 (the “Amendments”).
412,500 Warrants are owned by an insider of the Corporation, representing 16.2% of the aggregate number of the Warrants. Pursuant to TSXV Policy 4.1 – Private Placement, only 255,000 Warrants owned by the insider may be repriced, representing 10% of the aggregate number of the Warrants.
Since one of the holders of the Warrants is an insider of the Corporation, the Amendments may constitute a “related party transaction” as defined under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (“Regulation 61-101”) and TSXV Policy 5.9 – Protection of Minority Security Holders in Special Transactions (“Policy 5.9”). However, the Amendments will be exempted from the formal valuation and minority shareholder approval requirements under Regulation 61-101 and Policy 5.9, as neither the fair market value of the Warrants issued to the insider nor the cash consideration paid for such Warrants exceeds 25% of Origin’s market capitalization.
The Amendments are subject to the acceptance of the TSXV.
Origin is a mineral exploration company with its exploration activities focused in Colombia.
The information set forth in this press release includes certain forward-looking statements. Such statements are based on assumptions exposed to major risks and uncertainties. Although Origin deems the expectations reflected in these forward-looking statements to be reasonable, the Corporation cannot provide any guarantee as to the materialization of the expectations reflected in these forward-looking statements. The Corporation expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this Release.
Rejean Gosselin, President and CEO : Tel: 514.303.0950 E-mail: firstname.lastname@example.org Web : www.origingoldcorp.com