TRU Precious Metals Enters Definitive Option Agreement with Eldorado Gold TRU Grants Option to Acquire 80% Ownership of TRU’s Golden Rose Project
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TRU Precious Metals Enters Definitive Option Agreement with Eldorado Gold
TRU Grants Option to Acquire 80% Ownership of TRU’s Golden Rose Project
Toronto, Ontario – July 30, 2024 – TRU Precious Metals Corp. (TSXV:TRU , OTCQB:TRUIF, FSE:706 )
(“TRU” or the “Company”) is pleased to announce that it has signed a definitive earn-in agreement (the “Option
Agreement”) with Eldorado Gold Corporation (TSX:ELD, NYSE:EGO) (“Eldorado”), effective July 29, 2024,
pursuant to which Eldorado has been granted the exclusive option (the “Option”) to earn a n 80% ownership
interest in TRU’s Golden Rose Project (as defined below), strategically located along the gold deposit-bearing
Cape Ray – Valentine Lake Shear Zone in Central Newfoundland (see Figure 1) . All figures are in Canadian
dollars, unless otherwise stated.
TRU Co-Founder and CEO Joel Freudman commented: “We are thrilled to partner with Eldorado to advance the
Golden Rose Project, which we consider a strong endorsement of the work completed since optioning the initial
land package from Altius Minerals in 2021, including leveraging the support of our strategic investor Ormonde
Mining over the past year. Eldorado’s expenditures under the Option Agreement will accelerate the advancement
of the Project’s gold and copper potential, while the cash payments will help fund TRU’s corporate overhead as
we remain operator of the Project.”
Figure 1: Golden Rose Project Location
Terms of the Option Agreement
In order to acquire an 80% interest in the Golden Rose Project, Eldorado must make payments and incur
exploration expenditures (“Exploration Expenditures”) on or before the corresponding dates set forth below:
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Period Cash Consideration (C$) Exploration Expenditures (C$)
Within ten (10)
business days of TRU
obtaining final
approval of TSX
Venture Exchange
(“TSXV”) and
required permits
$250,000 -
On or before July 5,
2025
- $660,000 (drilling)
On or before the first
(1st) anniversary of the
date of the Option
Agreement
(“Effective Date”)
$250,000 -
On or before the
second (2nd)
anniversary of the
Effective Date
$250,000 $1,000,000
($1,660,000 in cumulative
Exploration Expenditures)
On or before the third
(3rd) anniversary of
the Effective Date
$250,000 $1,000,000
($2,660,000 in cumulative
Exploration Expenditures)
On or before the
fourth (4th)
anniversary of the
Effective Date
$250,000 $1,000,000
($3,660,000 in cumulative
Exploration Expenditures)
On or before the fifth
(5th) anniversary of
the Effective Date
- $3,340,000
($7,000,000 in cumulative
Exploration Expenditures)
On or before the date
on which the Option is
exercised
$7,000,000 -
Totals: $8,250,000 $7,000,000
Pursuant to the terms of the Option Agreement, TRU will initially act as operator of the Golden Rose Project. A
technical committee, comprised of three Eldorado representatives and two TRU representatives, will review work
programs, exploration expenditures and provide guidance on operations.
The Option Agreement, if exercised, would result in Eldorado owning an 80% interest in each of (a) TRU’s 100%-
owned mineral claims and (b) TRU’s right to acquire up to a 65% interest in certain contiguous mineral claims
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pursuant to an option agreement with Quadro Resources Ltd., as amended (collectively, the “ Golden Rose
Project”, “Golden Rose”, or the “Project”).
Upon Eldorado exercising the Option, TRU and Eldorado will negotiate and enter a joint venture agreement. If
TRU’s interest in such joint venture is diluted below 10%, its interest would convert to a 2% net smelter returns
royalty, of which 1% would be re-purchasable by Eldorado for $5,000,000 at the time of commercial production.
The Option Agreement also contains a mechanism by which Eldorado will relinquish rights to portions of the
Project containing discoveries of certain excluded critical minerals, specifically zinc and nickel, so that TRU
remains beneficial owner of any non-gold and non-copper discoveries.
The Option Agreement is subject to certain conditions, namely: (i) final approval by the TSXV, (ii) approval by
the shareholders of the Company as required by the TSXV, which TRU proposes to obtain by written consent ;
and (iii) TRU’s receipt of certain permits required to conduct Exploration Expenditures . The completion of the
granting of the Option is expected on or about August 6, 2024.
A copy of the Option Agreement will be filed under TRU’s SEDAR+ profile at www.sedarplus.ca. The description
of the Option Agreement contained herein is qualified by the complete text of the Option Agreement.
Shareholder Meeting Results
The Company is also reporting voting results from the Annual & Special meeting held on July 29, 2024.
Shareholders approved all items of business, including electing each of the directors nominated by management,
namely, Joel Freudman, Manish Kshatriya, Brian Timmons, Steve Nicol and Steven Agnew . The shareholders
also approved: the reappointment of McGovern Hurley LLP, Chartered Professional Accountants, as auditors of
the Company for the ensuing year; the Company’s stock option plan; advance authorization of the potential
voluntary delisting of the Company’s common shares from TSXV , although such initia tive is not currently
contemplated; advance authorization of a potential corporate name change, although such initiative is not currently
contemplated; and advance authorization of a potential consolidation of the Company’s common shares, although
such initiative is not currently contemplated.
About Eldorado Gold Corp.
Eldorado is a gold and base metals producer with mining, development and exploration operations in Türkiye,
Canada and Greece. The Company has a highly skilled and dedicated workforce, safe and responsible operations,
a portfolio of high-quality assets, and long-term partnerships with local communities. Eldorado's common shares
trade on the Toronto Stock Exchange (TSX: ELD) and the New York Stock Exchange (NYSE: EGO).
About TRU Precious Metals Corp.
TRU (TSXV:TRU, OTCQB:TRUIF, FSE:706 ) 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 264.25 km2 land package, including 45 km of
strike length along the deposit-bearing Cape Ray - Valentine Lake Shear Zone, directly between Calibre Mining’s
Valentine Gold Project and AuMega Metals’ Cape Ray Gold Project. In addition, TRU has an option with Quadro
Resources Ltd. 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 approximately 3 6%-owned by
European strategic investor Ormonde Mining plc (AQSE:ORM).
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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/ and follow Resurgent
on LinkedIn at https://ca.linkedin.com/company/resurgent-capital-corp.
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 financial support through the Junior
Exploration Assistance Program and the Federal Government for its critical mineral assistance funding for the
exploration activities at Golden Rose.
Forward-Looking Statements and Disclaimers
This press release contains certain forward -looking statements, including those relating to completing the
transactions contemplated by the Option Agreement , exploration potential of the Golden Rose Project, and
various corporate initiatives approved at the Company’s shareholder meeting. These statements are based on
numerous assumptions regarding the Option Agreement and future corporate 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: the Option may never be exercised by Eldorado as proposed or at all; the exploration
potential of the Golden Rose Project; challenges in identifying, structuring, and executing transactions on
favourable terms or at all; risks inherent in mineral exploration activities; regulatory approval processes; 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.
This press release is solely the responsibility of TRU, and Eldorado is not in any way responsible or liable for the
contents hereof.
Neither TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this release.