Proposed Amalgamation & Reverse Takeover

VANCOUVER, CANADA –Tri-River Ventures Inc. (the “Issuer”) (TSX.V Symbol: TVR.H) announces that it has entered into an arms length letter of intent (“LOI”) on February 26, 2017 with Gold Torrent, Inc. (“GTOR”), an OTC QB listed company, that would result in a reverse takeover (“RTO”) of the Issuer by GTOR.

GTOR owns a 70% equity interest in and is Manager of Alaska Gold Torrent, LLC, an Alaska company that holds a group of contiguous gold exploration mineral claims located approximately 100 miles north of Anchorage, Alaska (collectively, the “Property”). GTOR also has priority cash flow distribution rights in the joint venture company. Alaska Gold Torrent, LLC holds an eighty-year mineral surface rights lease with respect to the Property which consists of 43 patented federal claims and 62 contiguous 160 acre state mining claims that cover 4,299 hectares (10,623acres). The site has seen historic past mining from the 1920s to 1942 and again during the 1980s. The site has existing infrastructure including roads, the adit and several buildings. There is also a “man-camp” associated with the Property.

It is a condition precedent of the LOI that each party completes its due diligence of the other to its satisfaction to be concluded no later than April 30, 2017. It is a closing condition for the benefit of the Issuer that GTOR complete its current US$5 million equity financing at US$0.50 per GTOR Share and secure a US$11.25 million project stream financing. GTOR recently announced a US$11.25 million project stream finance arrangement and US$ 2 million of equity financing to fund construction of a new gold recovery plant and to re-enter the existing Lucky Shot mine.  GTOR’s partner Miranda Gold Corp. (“Miranda”) (TSX-V: MAD) has filed on April 14, 2016 an updated NI 43 -101 technical report supporting the independently estimated resource for the Company’s Willow Creek Project, Alaska..  The report titled “National Instrument 43-101 Technical Report: Mineral Resource Estimate for the Willow Creek Project, Matanuska-Susitna Borough, Alaska, USA” was prepared by Lakewood, CO based Hard Rock Consulting. The report has identified measured and indicated gold resources of 121,500 ounces and an inferred gold resource of 35,100 ounces.

The major shareholders of GTOR are Daniel Kunz, Fuse Capital, LLC, Gold Production Development Associates, and Gold Tree Metals.

The proposed RTO transaction is a merger of the Issuer and GTOR by way of a plan of arrangement or amalgamation. Based on a valuation of GTOR assuming satisfaction of the above conditions, and an agreed valuation of the Issuer, GTOR shareholders will hold approximately 27,768,602 shares of the resulting issuer (“Resulting Issuer”) and the Issuer’s shareholders will hold 2,363,740 shares of the Resulting Issuer, subject to closing adjustments based on asset values. No finder’s fee will be paid for the proposed transaction.

The Resulting Issuer will be managed and directed by GTOR’s experienced management team led by Daniel Kunz, a senior mining executive with more than 35 years of experience in engineering, mine operations, management, accounting, and finance, Ryan Hart, an experienced finance professional and former financial manager for Credit Suisse and UBS, Alex Kunz, a US attorney with a Masters of Science degree Steven McGrath, a senior metallurgist with over 30 years experience and Roy Eiguren, a US attorney and partner in a public policy consulting firm, Ian He, a mining professional with 34 years experiences in mineral research, engineering, and management of public companies and mining operations.  A change in the board of directors for the Resulting Issuer is anticipated to a majority of Canadian directors.

The company will seek a waiver of sponsorship for the proposed transaction, and reactivation of its listing as a Tier 2 mining issuer upon the completion of the RTO transaction.

About Tri-River

Tri-River is an inactive Canadian based company that is listed on the NEX board of the TSX Venture Exchange.

For further information, please contact:

Y.B. Ian He (604) 306-5867

Forward-Looking Statements:

This press release contains forward-looking statements based on current expectations. Forward-looking statements entail various risks and uncertainties that could cause actual events or results to differ materially from those reflected in forward-looking statements. The Issuer does not assume any obligation to update forward-looking statements except as required under applicable law.


Completion of this transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Tri-River Ventures Inc. should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

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