ORIGINAL: TRU Closes $617,000 Non-Brokered Private Placement
2022-12-22 07:56 ET - News Release
Toronto, Ontario--(Newsfile Corp. - December 22, 2022) - TRU Precious Metals Corp. (TSXV: TRU) (OTCQB: TRUIF) ("TRU" or the "Company") is pleased to announce the closing of a non-brokered private placement for gross proceeds of $617,000 (the "Offering").
The Company raised gross proceeds of $500,500 from the issuance of flow-through units ("FT Units") at a price of $0.065 per FT Unit. Each FT Unit is comprised of one (1) "flow-through" common share in the capital of the Company (a "FT Share"), and one half (0.5) of one flow-through common share purchase warrant (a "FT Warrant"), with each full FT Warrant entitling the holder thereof to purchase one (1) common share in the capital of the Company on a "non-flow-through" basis (a "Share") at a price of $0.10 for a period of 24 months following December 21, 2022 (the "Closing Date"). The FT shares and FT Warrants will qualify as flow-through shares within the meaning of subsection 66(15) of the Income Tax Act and it is intended that the FT Units will qualify for the Critical Minerals Exploration Tax Credit. The sole subscriber for the FT Units was a flow-through fund.
The Company also raised gross proceeds of $116,500 from the issuance of hard dollar units ("HD Units") at a price of $0.055 per HD Unit. Each HD Unit is comprised of one (1) Share and one (1) Share purchase warrant (a "HD Warrant"), with each HD Warrant entitling the holder thereof to purchase one (1) Share at a price of $0.08 for a period of 36 months following the Closing Date.
The Company will use the Offering proceeds from the issuance of FT Units to explore areas at its flagship Golden Rose Project in Central Newfoundland that are primarily prospective for critical minerals including copper, with an intended focus on the copper-bearing Jacob's Pond trend and specifically the Jacob's Twin target and nearby targets. The Offering proceeds from the issuance of HD Units will be used for working capital purposes.
Subscriptions by insiders of the Company for HD Units accounted for $45,000 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).
The securities issued are subject to a statutory hold period expiring April 22, 2023. The Offering is subject to final approval of the TSX Venture Exchange.
In connection with the Offering, GloRes Securities Inc. acted as finder and received cash commissions totaling $38,885, and 609,000 finder warrants, each of which entitles the holder thereof to purchase one (1) Share at a price of $0.10 for a period of 24 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.
Separately, the Company is reporting that it has allowed the license for its Stony Lake Property to lapse.
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 236 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.