ORIGINAL: TRU Precious Metals Announces Oversubscribed Private Placement of Subscription Receipts with a Lead Order from Palisades Goldcorp
2021-03-01 10:31 ET - News Release
Fredericton, New Brunswick--(Newsfile Corp. - March 1, 2021) - Further to its press release dated February 16, 2021, TRU Precious Metals Corp. (TSXV: TRU) (OTCQB: TRUIF) ("TRU" or the "Company") is pleased to announce that it is upsizing its non-brokered private placement (the "Offering") due to strong investor demand. The Company now anticipates that the Offering will be completed for gross proceeds of not less than $2,500,000, consisting of not less than 11,363,637 subscription receipts (the "Subscription Receipts") at a price of $0.22 per Subscription Receipt, subject to TSX Venture Exchange (the "Exchange") approval, with a lead order from Palisades Goldcorp Ltd. ("Palisades").
TRU Co-Founder and CEO Joel Freudman commented: "We are very pleased with the significant demand we are seeing for the Offering. TRU anticipates participation from several institutional investors, including the lead order from Palisades, and retail brokerages, as well as existing shareholders and members of management and the board of directors. As a result, TRU determined to upsize the Offering with a view to fully funding its near-term exploration plans for the Golden Rose Project, among other initiatives to build shareholder value."
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"), scheduled for March 4, 2021.
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 Newfoundland 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 Company has received conditional approval from the Exchange for the Offering for maximum gross proceeds of up to $3,500,000.
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 warrants ("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.
In addition, the Company announces that it has entered into a second amendment agreement (the "Second Amendment") to the loan (the "Loan") previously advanced by the Company to Revive Organics Inc. ("Revive Superfoods"), as set out in the Company's press release dated March 20, 2020. The Loan is a legacy investment made by the Company that is being fully repaid in connection with the Company's Change of Business. Pursuant to the Second Amendment, the payment schedule for the Loan has been updated as follows, inclusive of interest: $100,000 due on March 5, 2021; $336,250 due on March 31, 2021; $223,500 due on April 30, 2021; and $201,667 due on May 31, 2021. As consideration for entering into the Second Amendment, Revive Superfoods will also pay the Company a one-time fee of $21,000 on May 31, 2021.
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 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:
Facebook
https://www.facebook.com/TRU-Precious-Metals-Corp-100919195193616
Twitter
https://twitter.com/corp_tru
LinkedIn
https://www.linkedin.com/company/tru-precious-metals-corp