True Grit Enters into Option Agreement with Metals Explorations and Mineral Project Updates
LEGAL_32903413.1
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES
TRUE GRIT RESOURCES LTD.
Suite 404 – 999 Canada Place
Vancouver, B.C. V6C 3E2
Telephone : (604) 662‐3230
Fax : (604) 682‐4309
TSX.V Symbol: TGI.H
TRUE GRIT ENTERS INTO OPTION AGREEMENT WITH METALS EXPLORATIONS
AND MINERAL PROJECT UPDATES
Vancouver, British Columbia (March 13, 2020) – True Grit Resources Ltd. (the “Company”) is
pleased to announce that, further to its news release of December 20, 2019, it has entered into
a Mineral Option Agreement (the “Option Agreement”) with Metals Explorations Inc. (“Metals
Explorations”), an arm’s length private company incorporated under the laws of the state of
Nevada, whereby Metals Explorations has granted the Company the right to acquire up to a
100% interest (the “Option”) in and to certain mineral claims and interests in leases owned by
Metals Explorations known as the Black Rock Canyon property (the “Property”).
The Option
Under the terms of the Option Agreement, the Company may earn an initial undivided 75%
interest in the Property by issuing to Metals Explorations and incurring exploration
expenditures at the Property as follows:
(A) issuing 16,000,000 post‐Consolidation common shares of the Company (the “Initial
Consideration Shares”) at the deemed price of CDN$0.10 per share. The Initial
Consideration Share shall be issued to Metals Explorations as follows:
i. issuing 4,000,000 Initial Consideration Shares upon the effective date of the
Option (“Option Date”);
ii. issuing 8,000,000 Initial Consideration Share by the 6‐month anniversary of the
Option Date; and
iii. issuing 4,000,000 common shares of the Company at the deemed price of
CDN$0.10 per share by the 13‐month anniversary of the Option Date;
(B) completing minimum expenditures of US$2,100,000 on the Property as follows:
i. on or before the 12‐month anniversary of the Option Date incurring
expenditures on the Property in the amount of US$600,000; and
ii. on or before the 24‐month anniversary of the Option Date incurring
expenditures on the Property in the amount of US$1,500,000.
LEGAL_32903413.1
Upon completion of the above share issuances and completing the minimum expenditures, the
Company will hold an undivided 75% interest in the Property.
Upon earning a 75% interest in the Property, the Company has the option to increase its
interest in the Property to a 100% undivided interest in the Property by issuing to Metals
Explorations by the 36‐month anniversary of the Option Date an additional 15,000,000 post‐
Consolidation common shares of the Company at the deemed price of CDN$0.10 per share.
The Black Rock Canyon Property
As previously disclosed, the Property is located in the Bullion mining district approximately 55
mile southwest of Elko, Nevada. The Property comprises about 3,894 acres, 31 lode claims
totaling 620 acres, and 440 acres of fee minerals lease. Metals Explorations acquired the
Property from New Gold Nevada, Incorporated (“NGN”) in late 2019. The Company has
engaged Mine Development Associates to prepare a National Instrument 43‐101 technical
report in respect of the Property.
Private Placement of Units
Prior to or concurrently with the closing of the Option, the Company will complete a non‐
brokered private placement of post‐Consolidation units (the “Units”) at a price of $0.10 per
Unit for gross proceeds of up to $1,000,000 (the “Offering”). Each Unit will consist of one post‐
Consolidation Common Share (each, a “Share”) and one Common Share purchase warrant
(each, a “Warrant”). Each Warrant entitles the holder thereof to acquire one Share at $0.15
per Share for 36 months from the date of issuance.
Consolidation
Prior to or concurrently with the closing of the Option, the Company will consolidate its issued
and outstanding share capital on a six Shares for one new Share basis. The Shares to be issued
in connection with the Option Agreement, the Debt Settlement (as defined below) and the
Offering will be issued on a post‐Consolidation basis.
Debt Settlement
Prior to or concurrently with the closing of the Option, the Company intends to settle at least
$400,000 and a maximum of $500,000 in debts by issuing to the creditors the Units (the “Debt
Settlement”).
LEGAL_32903413.1
Graduation to TSX Venture Exchange Tier 2
In connection with the acquisition of the Property, the Company intends to apply to have the
listing of its common shares transferred from the NEX board to Tier 2 of the TSX Venture
Exchange (the “Graduation”).
Completion of the Option is Subject to TSX Venture Exchange Approval
Closing of the proposed transaction is subject to the TSX Venture Exchange acceptance of a
filing required to be made in respect of the Option, the Consolidation, the Debt Settlement, the
Graduation and all other necessary regulatory approvals and acceptances, as well as other
conditions precedents. There can be no assurance that the proposed transactions will be
completed as proposed, or, at all.
All securities issued in connection with the Offering, the Option Agreement and the Debt
Settlements will be subject to a statutory hold period of four months plus a day from the date
of issuance in accordance with applicable securities laws.
None of the securities issued in connection with the Option will be registered under the United
States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered
or sold in the United States absent registration or an applicable exemption from the registration
requirements of the 1933 Act. This news release shall not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of the securities in any state where
such offer, solicitation, or sale would be unlawful.
Mineral Project Updates
The Company terminated the Golden Triangle Project and the Moose Breath Project during the
year ended March 31, 2019.
True Grit Resources Ltd.
Per: “Byron Coulthard”
Byron Coulthard
President & CEO
Tel: 1.604.657.7004
Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
LEGAL_32903413.1
This release includes certain statements that may be deemed "forward‐looking statements". All
statements in this release, other than statements of historical facts, that address events or
developments that the Company expects to occur, are forward‐looking statements. Forward‐
looking statements are statements that are not historical facts and are generally, but not
always, identified by the words "expects", "plans", "anticipates", "believes", "intends",
"estimates", "projects", "potential" and similar expressions, or that events or conditions "will",
"would", "may", "could" or "should" occur. Although the Company believes the expectations
expressed in such forward‐looking statements are based on reasonable assumptions, such
statements are not guarantees of future performance and actual results may differ materially
from those in the forward‐looking statements. Factors that could cause the actual results to
differ materially from those in forward‐looking statements include market prices, exploitation
and exploration successes, and continued availability of capital and financing, and general
economic, market or business conditions. Investors are cautioned that any such statements are
not guarantees of future performance and actual results or developments may differ materially
from those projected in the forward‐looking statements. Forward‐looking statements are based
on the beliefs, estimates and opinions of the Company's management on the date the
statements are made. Except as required by applicable securities laws, the Company undertakes
no obligation to update these forward‐looking statements in the event that management's
beliefs, estimates or opinions, or other factors, should change.