Trifecta Gold Announces Closing of $5.3 Million Private Placement with Lead Order from Crescat

Rhea-AI Summary

Trifecta Gold (TRRFF) has successfully closed a $5.32 million private placement, with Crescat Capital leading the financing and becoming a major shareholder at 9.9%. The placement included 12.79 million Charity Flow-Through Units at $0.38 each and 1.71 million ordinary units at $0.27 each. Each unit includes one-half warrant exercisable at $0.40 until May 15, 2027. The funds will support exploration of two promising gold projects in Yukon's Tintina Gold Belt: Mount Hinton and Rye. Mount Hinton, located near Hecla Mining's Keno Hill complex, will see its first drill campaign targeting a large-scale gold deposit, while the Rye project shows potential for intrusive-hosted gold discovery. The financing enables Trifecta to accelerate its earn-in under the property purchase agreement with Strategic Metals Ltd.

Positive

• Secured significant funding of $5.32 million through private placement
• Strategic investment from Crescat Capital (9.9% ownership) and maintained support from Condire Investors (19.9%)
• Valid class 3 permit for Mount Hinton exploration until October 2028
• Projects located in prolific Tintina Gold Belt with promising gold exploration potential
• Timing aligns with all-time high gold prices

Negative

• Share dilution from the issuance of new units and warrants
• Regulatory approvals still pending for drill testing
• Additional community engagement and approvals needed for Rye project through Tu Lidlini Assessment Process

NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES AND NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES

VANCOUVER, BC / ACCESS Newswire / May 15, 2025 / Trifecta Gold Ltd. (TSX-V:TG)(OTCQB:TRRFF) ("Trifecta" or the "Company") is pleased to announce that it has closed its previously announced non-brokered private placement for total proceeds of $5,320,995 (see Trifecta's news release dated April 22, 2025). Crescat Capital lead the financing and is now a new major shareholder at 9.9%. Condire Investors also participated so as to maintain its 19.9% equity interest.

The private placement consisted of an aggregate of 12,790,000 units ("Charity Flow-Through Units") at a price of $0.38 each, and 1,706,648 ordinary units at a price of $0.27 each. Each Charity Flow-Through Unit consisted of one common share and one-half (1/2) of a common share purchase warrant (each whole warrant a "Warrant"), each of which will qualify as a "flow-through share" (within the meaning of subsection 66(15) of the Income TaxAct (Canada)). Each Warrant will entitle the holder to purchase one common share at a price of $0.40 until May 15, 2027. Each ordinary unit consisted of one common share and one-half (1/2) of a Warrant, with each Warrant also entitling the holder to purchase one common share at a price of $0.40 until May 15, 2027.

"Trifecta holds two highly prospective reduced intrusive gold systems in the prolific Tintina Gold Belt in the Yukon, Rye and Mount Hinton," states Dr. Quinton Hennigh, Geologic and Technical Advisor at Crescat Capital. "The Mount Hinton property appears to host the central core of a large, well-zoned reduced intrusive mineralizing system. The world-class Keno Hill silver veins form the peripheral halo to this complex. Trifecta holds ground that covers a series of prolific gold veins inboard from the silver halo as well as the probable intrusive source of metal itself. This summer, the Company will undertake the first ever drill campaign to test for the presence of a large-scale gold deposit associated with this intrusion. Rye, although earlier stage, shows equally compelling promise for the discovery of an intrusive-hosted gold system. Broad gold-in-soil anomalism as well as recent discovery of sheeted quartz veining with associated multi-gram per tonne gold values make this target a high priority. Trifecta is working diligently to get this project permitted, and with luck, ready to drill as soon as possible. I am very eager to see both of these exciting projects tested in 2025."

"With gold prices making all time highs, the Company now has the funding in place to complete its earn-in under the property purchase agreement with Strategic Metals Ltd. ahead of schedule (news release dated July 9, 2024)," states Richard Drechsler, President and CEO of Trifecta. "During 2024 Trifecta outlined compelling intrusion related gold targets at both its Mt. Hinton and Rye projects and we are eager to drill test both projects during 2025, subject to regulatory approvals. Trifecta is currently finalizing equipment contracts and logistical plans for both projects."

News release September 5, 2024, Trifecta Gold samples 7.25 g/t gold from intrusion related system at Rye Project, Yukon, and,

News release December 2, 2024, Trifecta Gold outlines a large intrusion related gold target on its Mt. Hinton Project, Yukon.

Trifecta is committed to working with local communities as it seeks to make major discoveries within Yukon's Tombstone Gold Belt. Trifecta's Mt. Hinton project is located adjacent to Hecla Mining's Keno Hill mine and mill complex, within the traditional territory of the First Nation of Na-Cho Nyäk Dun, one of 10 signatories to the Umbrella Final Agreement and a participant in the Yukon Environmental and Socioeconomic Assessment Board (YESAB). The Company holds a valid class 3 permit that allows for advanced exploration, including drilling, until October 2028. The Company's Rye project is located 14 km south of the North Canol Highway near the Macpass Project of Fireweed Metals. Rye is within the traditional territory of the Tu Lidlini Dena Council (Ross River Dena Council) which is not a signatory of the Yukon final agreements nor a party to YESAB. As such, following its 2024 exploration campaign at Rye, Trifecta engaged with the Tu Lidlini Dena Council and began the Tu Lidlini Assessment Process ("TAP"). The TAP is based on the indigenous laws, customs and protocols of the Tu Lidlini Dena Council and outlines the process for the Company to engage with the community to seek free and prior informed consent to conduct exploration.

Trifecta paid cash finders' fees totaling $38,572.20 and issued a total of 142,860 finder warrants ("Finder Warrants") to Ventum Financial Corp., of Vancouver, B.C. and to Haywood Securities Inc., of Vancouver, B.C. Each Finder Warrant will entitle the holder to purchase one common share of Trifecta until May 15, 2027 at an exercise price of $0.40 per Finder Warrant. All securities issued as part of the closing of the private placement, including any shares that may be issued pursuant to the exercise of the Warrants or the Finder Warrants, are subject to a hold period in Canada until September 16, 2025.

The gross proceeds from the sale of the Charity Flow-Through Units will be used by Trifecta to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" (the "Qualifying Expenditures"). The Qualifying Expenditures will be renounced in favour of the subscribers with an effective date no later than December 31, 2025.

Insiders of Trifecta purchased a total of 2,981,574 units pursuant to the private placement. The participation of these insiders in the private placement constituted a related party transaction within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101 - "Protection of Minority Security Holders in Special Transactions" ("MI 61-101"). Trifecta has relied on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that the fair market value (as determined under MI 61-101) of insider participation in the private placement did not exceed 25 percent of Trifecta's market capitalization.

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.

SOURCE: Trifecta Gold Ltd.

View the original press release on ACCESS Newswire

FAQ

What is the size and structure of Trifecta Gold's (TRRFF) private placement?

Trifecta Gold raised $5.32 million through 12.79 million Charity Flow-Through Units at $0.38 each and 1.71 million ordinary units at $0.27 each, with each unit including one-half warrant exercisable at $0.40 until May 15, 2027.

Who are the major investors in Trifecta Gold's (TRRFF) private placement?

Crescat Capital led the financing and became a 9.9% shareholder, while Condire Investors maintained its 19.9% equity interest.

What are Trifecta Gold's (TRRFF) main exploration projects?

Trifecta Gold's main projects are Mount Hinton and Rye, both located in Yukon's Tintina Gold Belt. Mount Hinton is adjacent to Hecla Mining's Keno Hill complex, while Rye is located 14km south of the North Canol Highway.

How will Trifecta Gold (TRRFF) use the proceeds from the private placement?

The proceeds will be used for Canadian exploration expenses, particularly for drill testing at Mount Hinton and Rye projects, and to complete the earn-in under the property purchase agreement with Strategic Metals Ltd.

When do the warrants from Trifecta Gold's (TRRFF) private placement expire?

The warrants from the private placement expire on May 15, 2027, with an exercise price of $0.40 per share.