TRU Precious Metals Completes Oversubscribed Private Placement of Subscription Receipts FOR Gross Proceeds of $3.5 Million with a Lead Order from Palisades Goldcorp
TRU PRECIOUS METALS COMPLETES OVERSUBSCRIBED
PRIVATE PLACEMENT OF SUBSCRIPTION RECEIPTS
FOR GROSS PROCEEDS OF $3.5 MILLION
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 – March 5, 2021 – Further to its press releases dated February 16, 2021 and March
1, 2021, TRU Precious Metals Corp. (TSXV:TRU; OTCQB:TRUIF) (“TRU” or the “Company”) is pleased to
announce that it has completed its oversubscribed non-brokered private placement (the “Offering”) for gross
proceeds of $3,500,211.66, with a lead order from Palisades Goldcorp Ltd. (“Palisades”). Pursuant to the Offering,
TRU issued 15,910,053 subscription receipts (the "Subscription Receipts") at a price of $0.22 per Subscription
Receipt. The Offering is subject to the final approval of the TSX Venture Exchange (the “Exchange”).
TRU Co -Founder and CEO Joel Freudman commented, “By successfully completing this Offering, we have
secured the funds to finance our comprehensive exploration program in the Central Newfoundland Gold Belt on
our Golden Rose Project as well as a defined phase 1 drilling program at our 100 percent owned Twilite Gold
Project. Notwithstanding some headwinds from a consolidating gold market, this Offering was considerably
oversubscribed with the lead order from Palisades Goldcorp Ltd. and orders from several institutions both in
Canada and the US and from existing long-term shareholders. We are well-positioned to enhance our growth and
are excited to continue to build value for our enlarged shareholder base.”
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").
Subscriptions by insiders of the Company accounted for $ 104,699.98 of the gross proceeds of the Offering.
Participation by insiders in the Offering is exempt from the valuation and minority shareholder approval
requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions
by virtue of the exemptions contained in Sections 5.5(b) and 5.7(1)(b).
As previously announced by TRU on February 24, 2021, the Company has entered into an option agreement dated
February 23, 2021 with a subsidiary of TSX -listed Altius Minerals Corporation ( “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 Newfoundl and Gold Belt; for general corporate and public company purposes,
including hiring additional technical personnel and conducting various marketing initiatives; and to add to
working capital for the operations of the Company.
The Subscription Receipts issued in the Offering, and the underlying Units, Shares, and Warrants, will be subject
to a statutory hold period expiring July 5, 2021.
Upon completion of the Change of Business, eligible finders will receive, on account of gross proceeds raised
from subscribers to the Offering who were introduced by such finders, (a) a cash commission equal to an aggregate
of $112,696.61, and (b) an aggregate of 526,257 non-transferrable finder warrants, each of which 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.
The securities 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. Securities 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 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 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 includ ing 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
Email: [email protected]
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 highly
speculative.
The Exchange has in no way passed up on 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 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 Change of Business, and to close the Change of Business; the ability of the Company to accomplish its plans
and objectives with respect to its exploration projects , within the expected timing or at all; challenges in
identifying, structuring, and executi ng 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 docume nts. 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.