TRU
PRECIOUS METALS SIGNS DEFINITIVE OPTION AGREEMENT WITH SUBSIDIARY
OF ALTIUS
MINERALS TO PURCHASE GOLDEN ROSE PROJECT
Fredericton,
New Brunswick – February
24,
2021 --
InvestorsHub NewsWire -- TRU
Precious Metals Corp. (TSXV:TRU; OTCQB:TRUIF) ("TRU"
or the
"Company") is pleased to
announce that it has signed a definitive
option
agreement
dated
February 23, 2021
(the
"Option Agreement") with a subsidiary of
TSX-listed Altius Minerals Corporation (TSX:ALS) ("Altius") to purchase Altius'
Golden Rose Project
(as
defined below). This is further to
the Company's press releases
dated
January 7, 2021 and February 2,
2021.
TRU Co-Founder and
CEO Joel Freudman commented: "We
are excited by the prospects of this historically explored
property. Golden Rose is
ideally
located
along the deposit-bearing Cape Ray – Valentine Lake Shear Zone,
with highway access,
in a mining-friendly
jurisdiction. We believe that the long-term prospects
for
gold are very robust and as such we could not ignore the
opportunity
that
we feel
the
Golden Rose
Project
represents. In addition,
upon closing of this transaction, we will be
delighted to welcome Altius to TRU's shareholder base as a
strategic investor,
holding
an approximate 19.9% stake."
Golden
Rose Project
The Golden Rose
Project is a regional-scale land package covering 105
km2
within
the Valentine Lake structural corridor,
and is easily accessible
via provincial highway and forest access roads. It is located
between Marathon Gold Corp.'s
Valentine
Gold Project to the northeast and Matador
Mining Ltd.'s
Cape Ray Gold Project to the southwest.
Figure
1: Golden Rose Project Regional Location
A technical
description of the Golden Rose Project is available in the
Company's press release dated January 7, 2021.
Terms
of the Option Agreement
TRU
has entered into the Option Agreement,
by
which Altius grants
to TRU the exclusive right and option (the "Option")
to acquire, subject to retention by Altius of a
maximum
2.0%
net smelter return ("NSR")
royalty, its 100% interest in
a package of
mineral
claims located in the southwestern portion of the Central
Newfoundland Gold Belt
(the "Altius
Claims").
Altius
has also agreed to assign an existing
option
agreement (the "Rose Gold Agreement", and together with the
Option Agreement, collectively, the
"Transaction")
under which Shawn Rose (the "Rose
Optionor")
has
granted
the
exclusive right and option to acquire, subject to retention by
the Rose
Optionor
of a royalty, his 100% interest in certain
surrounding mineral claims known
as the Rose Gold claims (the "Rose Gold Claims"). Collectively,
the Altius
Claims
and the Rose Gold Claims, as well as any future claims added within
a defined area of interest around the Rose Gold Claims and
the Altius
Claims,
will be called the "Golden Rose
Project".
In order
to acquire a 100% interest in the Golden Rose
Project, the Company
must issue
such
number of common shares in the
capital of TRU ("TRU
Shares")
as set
forth below, and
fund
a total
of $3,000,000
in exploration expenditures:
Date
|
TRU
Share
Issuance
|
Exploration
Funding Commitment
|
Closing date ("Closing
Date") of the Option
Agreement
|
7,140,000
TRU
Shares, at a deemed price of $0.25 per TRU
Share
|
Nil
|
By
one (1)
month from the Closing Date
|
800,000 TRU Shares,
at a deemed price of $0.25 per TRU
Share
|
Nil
|
By
February
23, 2022
|
800,000 TRU Shares,
at a deemed price of $0.25 per TRU
Share
|
$500,000
|
By
February
23, 2023
|
1,400,000 TRU Shares,
at a deemed price of $0.25 per TRU
Share
|
An additional
$1,000,000
|
By
February
23, 2024
|
Nil
|
An additional
$1,500,000
|
Notwithstanding the
foregoing, the Option Agreement provides that on any given TRU
Share issuance date only that number of
TRU Shares will be issued which will result in the total
shareholdings of Altius not exceeding 19.9% percent of the issued
and outstanding TRU Shares as of the date of the issuance (provided
such TRU Shares shall remain issuable by TRU
prior to
full exercise of the Option).
In
addition, TRU must pay the Rose
Optionor:
(i)
$22,500,
in cash or by issuance of
TRU
Shares,
at
the election of the Rose Optionor, on
November
30, 2021; and (ii) $37,500,
in
cash or by issuance of
TRU
Shares,
at
the election of the Rose Optionor, on
November
30, 2022. The
deemed value of such TRU Shares,
if
issued
in
lieu of cash, shall
be the
greater of (a) $0.25 per TRU Share and (b) the closing
price of such TRU
Shares
on the TSX
Venture Exchange (the "Exchange"), on
the day prior to such payment date.
TRU
will also
have to pay the Rose Optionor a $250,000 cash bonus if TRU defines
at least 1,000,000 ounces of gold on the Rose Gold Claims in the
Measured & Indicated categories of a National Instrument 43-101
mineral resource estimate. TRU shall also grant
the Rose
Optionor
a 2.0% NSR
on any future mineral
production at the Rose Gold
Claims.
Upon
TRU
fulfilling the initial issuance of TRU Shares under
the
Option Agreement, Altius is expected
to have an
approximately 19.9% ownership
interest in TRU, based on the current
number of issued and outstanding TRU Shares. Altius also has a
right to participate in future financings by TRU in order to
maintain its ownership interest up to a maximum of 19.9%.
Neither
Altius nor the Rose
Optionor is a Non-Arm's Length
Party (as such term is
defined in Exchange Policy 1.1) to the Company, nor
is the Rose Optionor a
Non-Arm's Length Party to Altius, and as such
the Transaction
is an
Arm's Length Transaction (as such term is defined in Exchange
Policy 1.1).
Upon exercise of
the Option,
Altius
will
retain the
NSR from any future
mineral production at the Golden Rose
Project, subject to a
reduction for any underlying
royalty
obligations held by third parties, including the
royalty retained by the Rose
Optionor.
Pursuant to the
Option Agreement, the completion of the Transaction is subject to a
number of conditions including, among others: (i) conditional
approval of the Exchange in respect of the Transaction and the
listing of the TRU Shares to be issued pursuant
thereto; (ii)
requisite
approval
by the shareholders of the Company; (iii) Altius being the
registered and beneficial owner of a 100% interest in the Golden
Rose Project free and clear of all encumbrances, subject to
as
provided in the Rose Gold Agreement; (iv)
TRU
adding not less than $3,000,000 of gross cash proceeds from equity
financing activities and property-level transactions by
February 23,
2023; and (v) no material
adverse change having occurred with respect to the Company
or
the
Golden Rose Project. The TRU Shares are
expected to remain halted from trading until on or shortly after
the Closing Date.
Qualified
Person
Barry Greene,
P.Geo.
is a qualified person as defined by National Instrument 43-101 and
has reviewed and approved the contents and technical disclosures in
this press release. Mr. Greene is a director and officer of the
Company and owns securities of the Company.
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 (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.
For
further information, please contact:
Joel
Freudman
Co-Founder, President
& CEO
TRU
Precious Metals Corp.
Phone:
(647) 880-6414
Email:
info@trupreciousmetals.com
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
(as described in the Company's press release dated February 2,
2021)
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.
This press release
contains certain forward-looking statements, including
those
relating to completion of the
Transaction, and the outlook for
the gold sector. These statements are
based on numerous assumptions regarding the Golden Rose
Project, the
Option,
and the Transaction
that are
believed by management to be reasonable in the
circumstances, and are subject to a
number of risks and uncertainties, including without
limitation: mineralization hosted
on adjacent and/or nearby properties is not necessarily indicative
of mineralization hosted on the Golden Rose
Project; the exploration or
monetization potential of the Golden Rose
Project and the nature and
style of mineralization at the Golden Rose
Project; 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.