TRU Precious Metals Announces Oversubscribed Private Placement of Subscription Receipts with a Lead Order from Palisades Goldcorp
Fredericton, New Brunswick--(Newsfile Corp. - March 1, 2021) - Further to its press release dated February 16, 2021, TRU Precious Metals Corp. (TSXV: TRU) (OTCQB: TRUIF) ("TRU" or the "Company") is pleased to announce that it is upsizing its non-brokered private placement (the "Offering") due to strong investor demand. The Company now anticipates that the Offering will be completed for gross proceeds of not less than $2,500,000, consisting of not less than 11,363,637 subscription receipts (the "Subscription Receipts") at a price of $0.22 per Subscription Receipt, subject to TSX Venture Exchange (the "Exchange") approval, with a lead order from Palisades Goldcorp Ltd. ("Palisades").
TRU Co-Founder and CEO Joel Freudman commented: "We are very pleased with the significant demand we are seeing for the Offering. TRU anticipates participation from several institutional investors, including the lead order from Palisades, and retail brokerages, as well as existing shareholders and members of management and the board of directors. As a result, TRU determined to upsize the Offering with a view to fully funding its near-term exploration plans for the Golden Rose Project, among other initiatives to build shareholder value."
Each Subscription Receipt will, upon completion of the Company's Change of Business (as defined below) and certain other customary conditions for a transaction of this nature, be automatically exercised into one unit of the Company (each, a "Unit"). Each Unit will be comprised of one (1) common share in the capital of the Company (each, a "Share") and one (1) Share purchase warrant (each, a "Warrant"), with each Warrant entitling the holder thereof to purchase one Share at a price of $0.35 for a period of 36 months following the date of closing of the Offering (the "Closing Date"), scheduled for March 4, 2021.
As previously announced by TRU on February 24, 2021, the Company has entered into an option agreement dated February 23, 2021 with a subsidiary of TSX-listed Altius Minerals Corporation ("Altius") for the option to purchase the Golden Rose Project located in the Central Newfoundland Gold Belt, which transaction will constitute a Change of Business (the "Change of Business") under the policies of the Exchange.
The net proceeds from the Offering will be used by the Company to fund its comprehensive exploration program on the Golden Rose Project; a limited phase one drilling program at the Company's 100%-owned Twilite Gold Project, also in the Central Newfoundland Gold Belt; for general corporate and public company purposes, including hiring additional technical personnel and conducting various marketing initiatives; and to add to working capital for the operations of the Company. The Company has received conditional approval from the Exchange for the Offering for maximum gross proceeds of up to $3,500,000.
The Subscription Receipts issued in the Offering, and the underlying Units, Shares, and Warrants, will be subject to a hold period of four months and one day from the Closing Date.
Upon completion of the Change of Business, eligible finders will receive (a) a cash commission equal to 7% of the gross proceeds raised from subscribers to the Offering who were introduced by such finder, and (b) such number of non-transferrable finder warrants ("Finder Warrants") as is equivalent to 7% of the number of Subscription Receipts issued to such subscribers. Each Finder Warrant will entitle the holder thereof to purchase one Share at a price of $0.22 for a period of 36 months following the Closing Date.
In addition, the Company announces that it has entered into a second amendment agreement (the "Second Amendment") to the loan (the "Loan") previously advanced by the Company to Revive Organics Inc. ("Revive Superfoods"), as set out in the Company's press release dated March 20, 2020. The Loan is a legacy investment made by the Company that is being fully repaid in connection with the Company's Change of Business. Pursuant to the Second Amendment, the payment schedule for the Loan has been updated as follows, inclusive of interest: $100,000 due on March 5, 2021; $336,250 due on March 31, 2021; $223,500 due on April 30, 2021; and $201,667 due on May 31, 2021. As consideration for entering into the Second Amendment, Revive Superfoods will also pay the Company a one-time fee of $21,000 on May 31, 2021.
About TRU Precious Metals Corp.
TRU has assembled a portfolio of 5 gold exploration properties in the highly prospective Central Newfoundland Gold Belt. The Company has entered into a definitive option agreement with a subsidiary of TSX-listed Altius Minerals Corporation for the option to purchase 100% of the Golden Rose Project, located along the deposit-bearing Cape Ray - Valentine Lake Shear Zone. TRU also owns 100% of the Twilite Gold Project, located along the same Shear Zone, and 3 under-explored properties including its Rolling Pond Property (under option) bordering New Found Gold Corp.'s high-grade Queensway Project. TRU's common shares trade on the TSX Venture Exchange under the symbol "TRU" and on the OTCQB Venture Market under the symbol "TRUIF".
TRU is a portfolio company of Resurgent Capital Corp. ("Resurgent"), a merchant bank providing venture capital markets advisory services and proprietary financing. Resurgent works with promising public and pre-public micro-capitalization Canadian companies. For more information on Resurgent and its portfolio companies, please visit Resurgent's LinkedIn profile at https://ca.linkedin.com/company/resurgent-capital-corp.
About Palisades Goldcorp Ltd.
Palisades Goldcorp is Canada's resource focused merchant bank. Palisades' management team has a demonstrated track record of making money and is backed by many of the industry's most notable financiers. With junior resource equities valued at generational lows, management believes the sector is on the cusp of a major bull market move. Palisades is positioning itself with significant stakes in undervalued companies and assets with the goal of generating superior returns.
For further information about TRU, please contact:
Co-Founder, President & CEO
TRU Precious Metals Corp.
Phone: (647) 880-6414
To connect with TRU via social media, below are links:
Completion of the transactions contemplated herein is subject to a number of conditions, including but not limited to Exchange acceptance and, if applicable, disinterested shareholder approval. Where applicable, the transactions cannot close until the required shareholder approval is obtained. There can be no assurance that the transactions will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the transaction, any information released or received with respect to the Change of Business may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
The links included in this press release are included as inactive textual reference for reference purposes only and the information on or connected to those websites are not part of, or incorporated by reference into, this press release.
This press release contains certain forward-looking statements, including those relating to the Offering and the anticipated closing date and use of proceeds thereof, the Change of Business, the Company's transaction with Altius for the Golden Rose Project, the Company's plans regarding acquiring, exploring, and monetizing the Golden Rose Project and the Company's other mineral exploration properties, and the timing of repayment of the Loan. These statements are based on numerous assumptions regarding the Offering, the Golden Rose Project, the transaction with Altius, the Change of Business and the Loan that are believed by management to be reasonable in the circumstances, and are subject to a number of risks and uncertainties, including without limitation: risks related to the ability of the Company to satisfy the conditions of the Offering and the Change of Business, and to close the Offering and subsequently the Change of Business; the ability of the Company to accomplish its plans and objectives with respect to its exploration projects, within the expected timing or at all; challenges in identifying, structuring, and executing transactions on favourable terms or at all; risks inherent in mineral exploration activities; Loan repayment risk; volatility in financial markets, economic conditions, and precious metals prices; and those other risks described in the Company's continuous disclosure documents. Actual results may differ materially from results contemplated by the forward-looking statements herein. Investors and others should carefully consider the foregoing factors and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward-looking statements herein except as required by applicable securities laws.
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