TRU Precious Metals Announces Private Placement of Subscription Receipts with a Lead Order from Palisades Goldcorp
TRU PRECIOUS METALS ANNOUNCES
PRIVATE PLACEMENT OF SUBSCRIPTION RECEIPTS
WITH A LEAD ORDER FROM PALISADES GOLDCORP
THIS NEWS RELEASE IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Fredericton, New Brunswick – February 1 6, 2021 – 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 addit ional 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 war rants (“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:
https://www.facebook.com/TRU-Precious-Metals-Corp-100919195193616
https://twitter.com/corp_tru
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 hig hly
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 resp ect 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 sho uld 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.