TRU
PRECIOUS METALS ANNOUNCES PRIVATE PLACEMENT OF SUBSCRIPTION
RECEIPTS WITH A LEAD ORDER FROM PALISADES GOLDCORP
Fredericton,
New Brunswick – February 16,
2021 -- InvestorsHub NewsWire -- TRU
Precious
Metals Corp. (TSXV:TRU;
OTCQB:TRUIF)
("TRU" or the "Company") is pleased to announce that it intends to
undertake a non-brokered private placement for minimum gross
proceeds of C$1,000,000
(the "Offering"), subject to TSX Venture Exchange (the "Exchange")
approval, with a lead order
from Palisades Goldcorp Ltd. The Offering shall
consist of not less than 4,545,455
subscription receipts
(the "Subscription Receipts") at a price of $0.22
per
Subscription Receipt.
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"), currently anticipated to occur on
March
4,
2021.
As previously
announced by TRU on February 2, 2021, the Company has entered into
a binding term sheet with a subsidiary of TSX-listed Altius
Minerals Corporation (TSX:ALS)
("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 maximum gross
proceeds under the Offering is C$2,000,000.
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.
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 binding term sheet with a subsidiary of TSX-listed Altius
Minerals Corporation (TSX:ALS)
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:
Joel
Freudman
Co-Founder, President
& CEO
TRU
Precious Metals Corp.
Phone:
(647) 880-6414
Website:
www.trupreciousmetals.com
To connect with TRU
via social media, below are links:
Facebook
https://www.facebook.com/TRU-Precious-Metals-Corp-100919195193616
Twitter
https://twitter.com/corp_tru
LinkedIn
https://www.linkedin.com/company/tru-precious-metals-corp
YouTube
https://www.youtube.com/channel/UCHghHMDQaYgS1rDHiZIeLUg/
Cautionary
Statements
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,
and the
Company's plans regarding acquiring,
exploring,
and
monetizing the
Golden
Rose Project and the Company's
other mineral
exploration
properties.
These
statements are based on numerous assumptions regarding
the
Offering, the
Golden
Rose Project, the
transaction with
Altius, and the Change of
Business 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; 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.