Listed on the TMX Venture Exchange- Trading Symbol- TOE

Corporate Information

About Tri Origin

Tri Origin Exploration Ltd was founded in 1989 by Dr. Robert Valliant and the late Dennis Sheehan, formerly Vice President and Senior Vice President-Exploration respectively with LAC Minerals Ltd., a leading North American gold producer until its takeover by Barrick Gold in the early 1990’s. While at LAC Minerals, Mr.Sheehan was responsible for growing LAC into an internationally recognized mining firm. Dr. Valliant was closely involved with the discovery and development of two world-class gold districts, Bousquet/Doyon/LaRonde in Quebec and Hemlo in Ontario.

Tri Origin has a broad base of experience augmented by conducting successful exploration programs at most of the important gold districts in Ontario, Quebec and Nevada, USA. The Company’s early work in Australia resulted in the discovery and delineation of gold and base metal deposits now at the development stage. Tri Origin has inherited this background and its current board of directors bring a high level of additional varied and successful experience in exploration, ore-deposit science, mine development and financing to the benefit of the Company’s shareholders.  The Company’s technical team and supporting consultants and contractors are fully-versed in their trade and bring a wealth of enthusiasm and experience to the Company’s projects.

 Since inception, the Company’s objective has been, and continues to be, to leverage off management’s successful track record and broad experience base to increase shareholder value through the discovery of profitably mineable ore deposits.

 

 

With many decades of combined exploration, mining and financial experience, Tri Origin's team has been involved in the discovery and development of substantial and productive mines throughout North America and internationally. Tri Origin’s board of directors has a strong background in the financial industry and in financing junior resource companies. The Board also has a broad depth of experience in corporate and best governance practices. Tri Origin’s key technical personnel are Robert Valliant, CEO, Jing Peng, CFO, and geologists Monique Ruhl and Frank Kendle. 

Board of Directors

Tri Origin currently has three directors, two of whom are considered independent:

Image Dr. Robert I. Valliant, President & CEO, co-founded Tri Origin Exploration in 1989 and completed its listing on the TSX in 1991.  He also founded and subsequently completed TriAusMin Limited's Initial Public Offering and listings on the Australian Securities Exchange in 2004 and Toronto Stock Exchange in 2010.   Dr. Valliant has more than 30 years of experience in base and precious metals exploration, discovery and development.  Prior to founding Tri Origin, he was VP Exploration for LAC Minerals Ltd a leading North American gold producer until its takeover by Barrick Gold Corporation.  Dr. Valliant's responsibility for exploration activities at LAC included the participation in significant discoveries in the Bousquet and Doyon area which became the largest gold producing district in Quebec.  Dr. Valliant was also responsible for the management and direction of all exploration work conducted by LAC resulting in the discovery of the Page-Williams mine at Hemlo, one of Canada’s largest gold deposits.  He initiated exploration activities for LAC in Australia and the western United States, leading to discovery of gold deposits at Ortiz, New Mexico and the Rosebud gold deposit in Nevada.  With Tri Origin, Dr. Valliant was co-discoverer (with the late Dennis Sheehan) of the Lewis Ponds gold and base metal deposit in New South Wales, Australia.  Dr. Valliant is a Fellow of the Geological Association of Canada, a member of the Australian Institute of Geoscientists, and the Society of Economic Geologists and the Canadian Institute of Mining and Metallurgy.  Dr. Valliant is currently a director of Midland Exploration Inc and the Prospectors and Developers Association of Canada.

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Jean-Pierre Janson, Director*, joined the board in 2004 and chairs the Governance and Compensation and Audit Committees. Mr. Janson brings extensive senior management and financial leadership skills to Tri Origin.  He has a Company Secretary Certificate and has extensive experience working in brokerage firms. He is currently Managing Director- National Wealth Management for Richardson GMP.  Formerly, Mr. Janson was Managing Director for Eastern Canada – CIBC Wood Gundy and has also held senior management positions with Merrill Lynch Canada Inc. and Midland Walwyn Inc.  Mr. Janson maintains a strong relationship with the resource industry and its involvement with the financial community.

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Dr. Alan Galley, Director*, joined the board in 2014 and brings a high level of knowledge of Canadian mineral deposits and exploration techniques to the board.  He is chair of the Company’s Geotechnical Committee. Dr. Galley is Exploration Research Director for the Canada Mining Innovation Council (“CMIC”), based in Ottawa, where he works closely with partner companies and university researchers to develop research projects in support of more effective mineral exploration in the deep, covered and remote terrains of Canada. Alan has a Ph.D. in Geology and more than 30 years’ experience, initially as a field geologist, but primarily as a mineral deposit researcher with the Mineral Resource Division of the Geological Survey of Canada, finishing his career there after 27 years as GSC Minerals Director. Dr. Galley was the 2013 recipient of the Duncan R. Derry Medal, the highest award bestowed by the Mineral Deposits Division of the Geological Association of Canada.

* denotes independent directors

Technical Team

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Jing Peng, Chief Financial Officer is a Canadian Chartered Professional Accountant with a Master of Management and Professional Accounting degree from the University of Toronto. Mr. Peng has acted as CFO for other Canadian reporting issuers and previously served as an auditor with two large accounting firms. He is currently employed with Marrelli Support Services Inc. MSSI specializes in the preparation of interim and annual financial statements, including comprehensive note disclosure for small to mid-sized reporting issuers in the resources industry. The company also administers Canadian Flow-Through Share programs and offers special compliance assistance on transactions such as business combinations, acquisitions and strategic re-organizations.

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Monique Ruhl, Geologist, BSc graduated from Dalhousie University, Halifax, Nova Scotia in 2016. She has worked on gold exploration projects for Tri Origin throughout northern Ontario and at a gold mining operation in Nova Scotia since graduation.

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Frank Kendle, Contract Geologist, brings over 25 years of experience in the mineral exploration industry to Tri Origin. He is an exploration geologist who received his B.Sc. (Geology) from Mount Allison University in New Brunswick. Prior to joining Tri Origin, Frank performed contract geological services for both senior and junior mining companies within Canada and South America.

Advisors

Jerry Blackwell, P. Geo, is a professional geologist and self-employed consultant based in Vancouver. He has worked in the mining exploration industry for 45 years and has extensive greenfields and brownfields exploration experience worldwide with a current focus on new projects in Latin America, the western USA and Canada. Mr. Blackwell has previously acted as an officer and senior executive for both Toronto and Venture-listed companies and continues as an ad hoc technical advisor and QP.

Mark Peterson, MSc, MBA, is a professional geologist and minerals industry executive with an extensive background in exploration and value creation from early greenfields discoveries to fast track development projects to brownfields reserves replacement at operating mine sites. He has been a key contributor, manager and leader to new deposit discoveries, M&A acquisitions and mine start-ups in North America, Latin America and Australia. Over the past number of years Mark has been vice-president, exploration for New Gold Inc. and prior to that for Metallica Resources Inc.  He gained valuable earlier experience with LAC Minerals USA Inc, St. Joe Gold Inc. and Bond Gold Inc. He promotes a leadership style of continual improvement and collaborative relationships based on creativity and teamwork.

Glenn Nolan is a member of the Missanabie Cree First Nation, a former Chief and the first Indigenous person to serve as president of the Prospectors and Developers Association of Canada. Presently Glenn is Vice President, Government Affairs, Noront Resources that is developing a nickel and copper deposit in Ontario’s Ring of Fire. He has been involved in the mining sector for more than four decades.Glenn has long been an advocate for sustainable inclusive mineral development in Canada and globally. He continues to provide advice and support to Indigenous communities and governments seeking to better understand opportunities in mining.Glenn serves on numerous not for profit boards with local, national and international focus. Glenn is also a board member of a junior diamond exploration company with properties in Canada and Africa.

Bill Holter is a precious metals specialist. He writes and is partnered with Jim Sinclair at the newly formed Holter/Sinclair collaboration. Prior, he wrote for Miles Franklin from 2012-15. Bill worked as a retail stockbroker for 23 years, including 12 as a branch manager at A.G. Edwards. He left Wall Street in late 2006 and currently resides in the south-west United States. He was a well-known contributor to the Gold Anti-Trust Action Committee (GATA) commentaries from 2007 to present.

 


 

Tri Origin encourages a culture of transparency, accountability, technical excellence and environmental best practice.  Corporate leadership and good governance are important to the Company as are sound safety practices. 

Governance

The Company has established a number of governance policies which provide guidelines to the overall responsibilities and actions of directors and employees. These policies are clear in their intent and are reviewed on a yearly basis to ensure that they meet the ongoing needs of the Company. These policies are;

• Code of Conduct for Directors and Company Officers
• Code of Conduct for Exploration Activities and Environmental Policy
• Continuous Disclosure Policy
• Employees Whistle-blowing Protection
• Policy on Confidentiality and Securities Trading
• Policy Regarding Consultation with Stakeholders and First Nations at Project Sites

Environmental stewardship

Tri Origin conducts its work in an environmentally and socially responsible manner and is proactive in remediation of project areas and recognizes the importance of this approach to the long term viability of the global mining industry. Tri Origin requires that its staff abide by the applicable laws and regulations within each region which we operate. In addition to adherence to legislation, Tri Origin’s work is conducted to the highest standard of "best industry practice". Tri Origin believes that the environmental impacts of early-stage mineral exploration are minimal, manageable and can be rehabilitated. A fundamental respect for the environment (the flora, fauna, landscape) where we work and appropriate planning are essential to the Company's approach to conducting its programs. With early application of these principles, sustainable development follows from successful exploration.

Community Consultation

Tri Origin is committed to the preservation of the environment in which it works and respecting the needs and land uses of members of nearby communities and other stakeholders in the vicinity of its projects.  Tri Origin maintains open communication with indigenous peoples in the vicinity of its projects to understand and respect the impact the Company’s work programs may have on the local environment and their communities.  Community consultation is an ongoing process and may or may not lead to the necessity for agreements between Tri Origin, other stakeholders and local communities regarding the provision of assistance and services to local communities and environmental compensation. 

The Company will maintain a consistent, transparent and rigorous system for identifying and reaching out to stakeholders in the vicinity of its projects. It will use its best efforts to consult with native communities in the vicinity of its projects and will use its best efforts to attend to concerns these communities may have regarding project activities. In certain cases, the Company may negotiate and enter into Memorandums of Understanding with native communities where territorial lands encompass properties held by the Company but only in cases where clearly delineated territorial land boundaries exist. The Company will not make payments whether in cash, shares or other forms of compensation to native communities, government representatives or other third parties other than when appropriate services have been requested by and provided to the Company. This policy will be made publically available to all shareholders and stakeholders of the Company. 

Audit Committee Charter

Tri Origin Exploration Ltd has established an Audit Committee. The Audit Committee reviews the integrity of the Company's financial reporting and oversees the independence of the external auditors.

Composition

Current members of the Audit Committee are:

JP Janson                                  (Independent Director) - Chairman

Glenn Nolan                                (Independent Director)

Mark Petersen                              (Independent Director)

Robert Valliant                             (Director)

The Audit Committee shall, on a yearly basis, by internal recommendations and discussion, appoint one of its members to act as Chairperson for the ensuing year. The Chairperson shall be responsible for ensuring that Minutes of Meetings of the Audit Committee are kept and reporting the outcomes of meetings to the Board of Directors of the Company.

Structure

The Audit Committee should meet often enough to undertake its role effectively. Minutes of meetings should be kept and these should ordinarily be included in the papers for the full next board meeting after each audit committee meeting.  The Chief Financial Officer (or equivalent) may be invited to attend meetings but will not be a member of the Committee.

 

Authority

The Committee has the right of access to management and to the auditors without management being present and the right to seek explanations and additional information.

Responsibilities

The audit committee reports to the board. The report should regard matters relevant to the committee’s role and responsibilities, including:

 

  • Allowing employees of the Company to confidentially and anonymously report any questionable accounting or audit procedures to the Audit Committee. The Chairperson of the Audit Committee will have the right to obtain, from management, contact details for all employees of the Company. As part of his responsibilities, the Chairperson shall ensure that employees are aware of their right to confidentiality and anonymously report any matters of concern regarding accounting or audit practice or procedures to the Chairperson of the Audit Committee.

 

  • Assessment of whether external reporting is consistent with committee members’ information and knowledge and is adequate for shareholder needs;

In carrying out this assessment, the Committee will have regard to the following, and the underlying controls on which they are based. The:

 

o    appropriateness and consistency of the accounting policies adopted.

 

o    methods used to account for any significant and unusual transaction.

 

o    significant estimates and judgments in the financial reports by enquiring of management about the process used.

 

o    processes established by management for ensuring and monitoring compliance with laws, regulations and other requirements.

 

o    process established by management to capture issues for the purpose of Continuous Disclosure.

 

o    information from auditors that affects the quality of financial reports, including the accounting policies used and the disclosures made.

 

o    documents and reports issued to regulators.

 

o    consistency of non–financial information within the financial statements.

 

o    appropriateness of related–party transactions.

 

  • Assessment of the management processes supporting external reporting;
  • Procedures for the selection and appointment of the external auditor and for the rotation of external audit engagement partners;
  • Recommendations for the appointment or removal of an auditor;
  • Assessment of the performance and independence of the external auditors and whether the audit committee is satisfied that independence of this function has been maintained having regard to the provision of non-audit services;
  • The results of its review of risk management and internal compliance and control.

In carrying out its review, the Committee will have regard to the following and the underlying controls on which they are based. The:

 

o    effectiveness of the risk management system.

 

o    internal processes for determining and managing key risk areas in addition to those referred to above, particularly: Litigation / claims; Fraud / theft; Security of tenure.

 

o    reporting of macro risks to the Board.

 

o    control environment and the effectiveness of the internal control systems (including their continuous review and update) to ensure all :

-          Assets are accounted for and appropriately valued;

-          Liabilities are recognized;

-                       Income to which the Company is entitled is brought to account;

-          Expenses are bona – fide costs of the Company;

-                       Required presentations and disclosures in the financial report are appropriately made.

 

  • effectiveness and compliance with the Corporate Code of Ethical Conduct.

 

Version: December 2, 2019

Tri Origin Exploration Ltd. (TSX-V: TOE)

125 Don Hillock Drive, Unit 18 Aurora, ON Canada L4G 0H8
Tel: 905-727-1779 Fax: 905-727-8779

General inquiry: explore@triorigin.com
Investor inquiry: invest@triorigin.com
Website:            www.triorigin.com


Auditors: Stern & Lovrics LLP - Chartered Accountants 1210 Sheppard Ave E, Suite 302 Toronto, ON Canada M2K 1E3

Solicitors: Peterson McVicar LLP 18 King Street East, Suite 902, Toronto, Ontario M5C 1C4

Transfer Agent: Capital Transfer Agency Inc. 390 Bay St, Suite 920 Toronto, ON Canada M5H 2Y2

Investor Information

Tri Origin's current capital structure and recent financial statements, new releases and other investor information are listed below.  A complete list of the Company's publically filed documents can be found at www.sedar.com.  If you require additional information or would like to be on the Company's distribution list for news and updates, please contact us at invest@triorigin.com

Capital Structure

Tri Origin's operations are primarily funded by raising money through the issuance of common shares and from time to time through joint venture arrangements with other companies. Continued operations and exploration of Tri Origin's mineral property interests are dependent on its ability to complete equity financings and the continued financial support from investors. Tri Origin Exploration Ltd. is listed on the TSX Venture Exchange and trades under the symbol TOE.

Capital Structure as at June 5, 2018

Common Shares Issued and Outstanding - 119,372,306
Warrants* - nil
Options (per stock option plan)** - 8,250,000
Fully Diluted - 127,622,306

*Warrants to purchase common shares in Tri Origin at a future date for a fixed price are sometimes issued by the Company as part of equity financings. The intent is that possible future income to the Company provided by the exercise of warrants will supplement funding for the Company's exploration projects. For more information about share purchase warrants, please refer to Tri Origin's most recent financial statements.

**Tri Origin has a stock option plan available to directors, officers, employees and consultants of the Company. The number of options issued under the plan is limited by the plan and as approved by shareholders from time to time. For more information about stock-based compensation, please refer to Tri Origin's most recent financial statements.

News Releases and Presentations

 

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The Company’s Annual General Meeting of shareholders is to be held Jan 15 2020 at the offices of Peterson McVicar.

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