True Grit Announces Closing of Debt Settlement
TRUE GRIT RESOURCES LTD.
c/o Suite 404 – 999 Canada Place
Vancouver, BC V6C 3E2
Telephone: (604) 657-7004
NEWS RELEASE
TRUE GRIT ANNOUNCES CLOSING OF DEBT SETTLEMENT
VANCOUVER, BC – June 1, 2017 - True Grit Resources Ltd. (“the Company”) (NEX: TGI.H) is
pleased to announce that various creditors agreed to settle debt (the “ Debt Settlement”) in the
aggregate amount of $363,000 in consideration of the issuance of an aggregate of 7,260,000 common
shares of the Company (each, a “ Share”) and 2,730,000 share purchase warrants (each, a
“Warrant”), with each Warrant entitling the holder to purchase one additional Share for a period of
one year at a price of $0.10 per Share.
The Company received the approval of the Debt Settlement from the TSX Venture Exchange and
issued the Shares and Warrants on May 31, 2017. The securities are subject to a statutory hold
period of four months and one day.
Pursuant to Part 3.1 of National Instrument 62-103 The Early Warning System and Related Take-
Over Bid and Insider Reporting Issues (“ NI 62-103 ”), on May 31, 2017, the Company’s Chief
Financial Officer and director, Allan Williams, acqu ired 700,000 Shares in the Debt Settlement.
Prior to the Debt Settlement, Mr. Williams owned 718,500 Shares indirectly through Neon Rainbow
Holdings Ltd. (“ Neon”) and 100,000 stock options (represe nting 10.9% of the issued and
outstanding Shares on a partially diluted basis). Upon completion of the Debt Settlement, Mr.
Williams owned 700,000 Shares directly, 718,500 Shares indirectly through Neon and 100,000 stock
options (representing 10.3% of the issued and outstanding Shares on a partially diluted basis). Mr.
Williams acquired the Shares for investment pu rposes. Depending on economy or market
conditions or matters relating to the Company , Mr. Williams may choose to either acquire or
dispose of securities of the Company.
Pursuant to NI 61-103 on May 31, 2017, David Mc Cue, a director of the Company, acquired
1,100,000 Shares in the Debt Settlement. Prior to the Debt Settlement, Mr. McCue owned 437,766
Shares directly and 100,000 stock options (representing 7.1% of the issued and outstanding Shares
on a partially diluted basis). Upon completion of the Debt Settlement, Mr. McCue owned 1,537,766
Shares directly and 100,000 stock options (representing 11.1% of the issued and outstanding Shares
on a partially diluted basis). Mr. McCue acquired the Shares for investment purposes. Depending
on economy or market conditions or matters relating to the Company, Mr. McCue may choose to
either acquire or dispose of securities of the Company.
Each of Allan Williams and David McCue are consid ered to be a “related party” within the
meaning of Multilateral Instrument 61-101 Protection of Minority Se curity Holders in Special
Transactions (“MI 61-101”) and each issuance was considered to be a “related party transaction”
within the meaning of MI 61-101 but each was exempt from the valuation requirement of MI 61-101
by virtue of the exemption contained in section 5.5(b) of MI 61-101, the issuance to Allan Williams
was exempt from the minority shareholder approv al requirement of MI 61-101 by virtue of the
exemption contained in section 5.7(a) of MI 61-101 and the issuance to David McCue was exempt
from the minority shareholder approval requir ement of MI 61-101 by virtue of the exemption
contained in section 5.7(e) of MI 61-101.
ON BEHALF OF THE BOARD
TRUE GRIT RESOURCES LTD.
“Byron Coulthard”
Byron Coulthard
President, CEO and director
For further information, please contact Byron Coulthard at (604) 657-7004.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news
release.