/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.