TRU Announces Proposed CAD$3 Million Strategic Investment from Ormonde Mining Plc
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TRU Announces Proposed CAD$3 Million
Strategic Investment from Ormonde Mining Plc
THIS NEWS RELEASE IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, Ontario – July 4, 2023 – TRU Precious Metals Corp. (TSXV:TRU; OTCQB:TRUIF) (“TRU” or
the “Company”) is pleased to announce that it has entered into a binding subscription agreement (the
“Agreement”) with Ormonde Mining Plc (“Ormonde”) (LON:ORM), with respect to a non-brokered private
placement of the Company to be carried out by a wholly-owned subsidiary of Ormonde for gross proceeds of
CAD$3,000,000 (the “Offering”). Pursuant to the Offering, the Company will issue a total of 60,000,000 units
(“Units”) at a price of CAD$0.05 per Unit, with each Unit being comprised of one common share of the
Company (each, a “Common Share”) and 0.5 of one Common Share purchase warrant (each whole warrant,
a “Warrant”). Each Warrant would be exercisable to acquire one Common Share at a price of CAD$0.075 for
a period of 36 months following the closing date of the Offering.
Completion of the Offering is subject to Ormonde obtaining shareholder approval and delisting from both the
LSE Alternative Investment Market (“AIM”) and Euronext Growth, and subsequently to Ormonde completing
such delisting. Completion of the Offering is also subject to the Company obtaining shareholder and TSX
Venture Exchange approval, as discussed below.
Joel F reudman, Co -Founder and Chief Executive Officer of TRU, commented: “On behalf of TRU
management and our board of directors, we’re very excited to work with Ormonde towards them becoming a
significant stakeholder of the Company. Their intended investment in TRU, which would mark Ormonde’s
first foray into mineral exploration in North America, validates that TRU is significantly undervalued at
current share price levels, and cements us on the right path to value-creation ahead. Both parties are extremely
committed to successfully completing the Offering. We’re confident Ormonde will become an increasingly
important partner of TRU, as we draw on their extensive technical expertise, successful transactional
experience in the resource sector, and general capital markets savvy as we continue our efforts to develop our
Golden Rose Project in central Newfoundland.”
Ormonde is a natural resources company listed on AIM and on the Euronext Growth market in Dublin.
Headquartered in Ireland, Ormonde is focused on evalu ating and executing new opportunities in the mineral
exploration sector, through which they can leverage their existing balance sheet to create shareholder value.
Ormonde is run by a seasoned team with a wide range of experience in natural resources includ ing base and
precious metals, investment banking and advisory services, and senior advisory roles. Ormonde has a proven
track record in the successful acquisition and sale of natural resource assets, including its most recent
transaction, the sale of the L a Zarza gold, copper and zinc deposit property located in the Iberian Pyrite Belt
in Spain.
Upon completion of the Offering, and assuming no other share issuances by TRU, Ormonde would own
approximately 36.19% of the Company’s issued and outstanding Common Shares, or 45.97% of the Common
Shares on a partially -diluted basis if Ormonde were to exercise all the Warrants that would be issued to it
under the Offering.
In connection with the Offering, and provided Ormonde would hold greater than 33% of the issued and
outstanding Common Shares, (a) Ormonde would have the right to appoint three out of five nominees to the
board of directors of the Company (the “Board”) ( subject to TSX Venture Exchange approval), and (b)
management of the Company would nominate the Ormonde nominees for election as directors of the Company
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at each annual meeting of shareholders held following closing and the Company would be required to use its
best efforts (subject to fiduciary obligations) to ensure that that nominees are elected as directors.
As a further demonstration of the parties’ commitment to completing the Offering, the Company has appointed
Brian Timmons, the Chairman of the board of directors of Ormonde, to the Board. Mr. Timmons has over 30
years of experien ce in senior positions within financial institutions and a range of companies across the
corporate sector including companies operating in the alternative energy, natural resource, healthcare
technology, bioscience and software IT sectors. He is a Fellow o f the Association of Chartered Certified
Accountants.
To accommodate Mr. Timmons joining the Board, Barry Greene has resigned as a director of TRU. Mr.
Freudman added: “On behalf of the entire TRU team, we sincerely thank Barry for his longstanding service
to the Company since its developmental days in late 2020, first as our inaugural Vice -President of Property
Development, and more recently as Chair of the Technical Committee of the Board. We wish Barry much
success in his future endeavours. We also take this opportunity to welcome Brian Timmons to our Board, and
look forward to his governance and transactional advice.”
The proceeds from the Offering will be used for the development of the Company’s Golden Rose Project, as
well as for general corporate and working capital purposes. No finder’s fees or commissions will be paid in
connection with the Offering.
Given that, following the completion of the Offering, Ormonde will have a right to appoint a majority of the
directors to the board of directors of the Company, and will hold greater than 20% of the outstanding Common
Shares, the Offering will require shareholder approval pursuant to the applicable policies of the TSX Venture
Exchange, as Ormonde will be deemed to be a new “Control Person” of the Company. The Company has
called an annual and special meeting of shareholders of the Company, which will be held on July 31, 2023,
for (among other things) the purpose of obtaining the requisite shareholder approvals for the Offering.
The directors of the Corporation have unanimously approved the terms of the Offering.
The securities to be issued pursuant to the Offering have not been, and will not be, registered under the United
States Securities Act of 1933, as amended (the “U.S. Secu rities Act”) or any U.S. state securities laws and
may not be offered or sold in the United States absent registration or an available exemption from the
registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. This press release
shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, such
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About TRU Precious Metals Corp.
TRU (TSXV:TRU; OTCQB:TRUIF) is on a mission to build long -term shareholder value, through prudent
natural resource property development and transactions. TRU is exploring for gold and copper in the highly
prospective Central Newfoundland Gold Belt on its 100% -owned Golden Rose Project , originally optioned
from TSX-listed Altius Minerals. Golden Rose is a regional -scale 240.25 km2 land package, including a
recently-discovered 20 km district-scale structure, and an additional 45 km of strike length along the deposit-
bearing Cape Ray - Valentine Lake Shear Zone, directly between Marathon Gold’s Valentine Gold Project
and Matador Mining’s Cape Ray Gold Project. In addition, TRU has an option to acquire up to an aggregate
65% ownership interest in two claim packages covering 33.25 km2 including a 12 km strike length along the
Shear Zone within Golden Rose.
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 companies listing on Canadian stock exchanges. For more information on
Resurgent and its portfolio companies, please visit Resurgent’s website at https://www.resurgentcapital.ca/ or
follow Resurgent on LinkedIn at https://ca.linkedin.com/company/resurgent-capital-corp.
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For further information about TRU, please contact:
Joel Freudman
Co-Founder & CEO
TRU Precious Metals Corp.
Phone: 1-855-760-2TRU (2878)
Email: [email protected]
To connect with TRU via social media, below are links:
Twitter: https://twitter.com/TRUMetals
YouTube: https://www.youtube.com/@TruMetalsCorp
LinkedIn: https://www.linkedin.com/company/tru-precious-metals-corp/
Instagram: https://www.instagram.com/TRUMetals/
Facebook: https://www.facebook.com/TRUMetals/
Acknowledgement
TRU would like to thank the Government of Newfoundland and Labrador for its past financial support through
the Junior Exploration Assistance Program.
Forward-Looking Information
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release contains certain forward -looking statements, including those relating to the Offering and
the use of proceeds thereof, and the Company’s relationship with Ormonde. These statements are based on
numerous assumptions and the Company’s plans that are believed by management to be reasonable in the
circumstances, and are subject to a number of risks and uncertainties, including without limitation: transaction
execution risk relating to the Offering and related regulatory approvals; risks related to the ability of the
Company to use the proceeds as intended; risks that current discussions may not lead to any future investments
by Ormonde, risks inherent in mineral exploration activities; mineralization hosted on adjacent and/or nearby
properties is not necessarily indicative of mineralization hosted on the Company’s properties; financing risk
and the risk that the Company will not be able to raise sufficient funds to carry out its business plans; 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.