Tru Precious Metals change of business
2021-05-12 20:38 ET - Major Transaction Completed
The TSX Venture Exchange has accepted for filing the change of business (COB) of Tru Precious Metals Corp., as described in the company's filing statement dated April 29, 2021.
Tru has completed a COB from investment to mining exploration.
Concurrently with the COB, Tru and a wholly owned subsidiary of Altius Minerals Corp. entered into an arm's-length definitive option agreement dated Feb. 23, 2021, pursuant to which Altius granted Tru the option to acquire the Golden Rose project, located in the southwestern portion of the central Newfoundland gold belt.
In order to exercise the option and acquire the Golden Rose project, Tru is required to make a series of common share issuances to Altius, at a deemed price of 25 cents per common share, and incur exploration expenditures on the Golden Rose project, as follows:
- Issuance of 7.14 million common shares of Tru on the closing date of the option agreement;
- Issuance of 800,000 common shares of Tru on or before the date that is one month from the closing date;
- Issuance of 800,000 common shares of Tru on or before the date that is 12 months from the date of the option agreement;
- Issuance of 1.4 million common shares of Tru on or before the date that is 24 months from the date of the option agreement;
- Incurring exploration expenditures of $500,000 within 12 months from the date of the option agreement;
- Incurring additional exploration expenditures of $1-million within 24 months from the date of the option agreement;
- Incurring additional exploration expenditures of $1.5-million within 36 months from the date of the option agreement.
Altius will retain a 2.0-per-cent net smelter return (NSR) royalty on any future minerals production from the Golden Rose project (minus pre-existing royalty).
In addition, Altius has assigned to Tru the amended and restated option and royalty agreement between Altius and Shawn Rose, dated Nov. 24, 2020, as amended on Feb. 22, 2021. Pursuant to the underlying agreement, Altius was granted the option to acquire 71 mineral claims, known as Rose Gold, in the province of Newfoundland and Labrador.
In order to exercise the option to acquire the Rose claims, Tru must: (i) make a payment of $22,500 (or equivalent amount of common shares of Tru, as determined by Mr. Rose in his sole discretion) on Nov. 30, 2021; (ii) make a payment of $37,500 (or equivalent amount of common shares, as determined by Mr. Rose in his sole discretion) on Nov. 30, 2022; (iii) grant a 2.0-per-cent net smelter return royalty; and (iv) incur exploration expenditures in the amount of $50,000 on the Rose claims, which Altius has already incurred. If any or all of the Rose claims achieves a National Instrument 43-101-defined measured and indicated mineral resource equal to at least one million gold ounces (at a cut-off of one gram per tonne), Tru must make an additional cash payment of $250,000 (which amount will only be payable in cash) within five business days of the date of the filing on SEDAR of a related technical report. The deemed value of the common shares, if issued in lieu of cash, will be the greater of: (a) 25 cents per share; and (b) the closing price of such shares on the TSX Venture Exchange on the day prior to such payment date. Mr. Rose is at arm's length to Tru and Altius, and will be at arm's length to the resulting issuer.
The company is classified as a gold and silver ore mining issuer (NAICS No. 212220).
For further details, please refer to the filing statement of the company dated April 29, 2021, available on SEDAR.
Capitalization: unlimited shares with no par value, of which 51,780,894 shares will be issued and outstanding upon exercise of the subscription receipts
Escrow: nil
Transfer agent: TSX Trust Company -- Toronto
Trading symbol: TRU (unchanged)
Cusip No.: 89778V 10 4 (unchanged)