TRU Options Out Its Twilite Gold Project to Eastern Precious Metals
Toronto, August 16, 2022 - TRU Precious Metals Corp. (TSXV: TRU) (OTCQB: TRUIF) (FSE: 706) ("TRU" or the "Company") is pleased to announce that it has entered into an option agreement (the "Agreement") with Eastern Precious Metals Corp. ("Eastern"), pursuant to which Eastern has been granted the option to acquire a 100% interest in the Company's Twilite Gold Project ("Twilite Gold" or the "Project") located in the Central Newfoundland Gold Belt. The Project consists of 65 claims covering 16.25 square kilometres located along the deposit-bearing Cape Ray - Valentine Lake structural corridor.
Agreement Highlights:
- Eastern can earn a 100% interest in the Project;
- TRU would receive up to 2,500,000 common shares of Eastern ("Shares") within 100 days of the Effective Date (as defined below), such Shares to have a deemed issue price per Share equal to $0.10 (the "Initial Shares"). A portion of the Initial Shares received will be distributed to TRU shareholders;
- Within three years of the Listing Date (as defined below), TRU would receive an additional number of Eastern Shares worth $150,000; and
- Eastern would fund a minimum of $450,000 in exploration expenditures at the Project over a three-year period.
TRU Co-Founder & CEO Joel Freudman commented, "We are pleased that we are starting to deliver on our previously announced corporate strategic objectives that support our exploration efforts, as we disclosed on June 2, 2022. This transaction monetizes an asset currently under-utilized by TRU, and will strengthen TRU's balance sheet while yielding a direct benefit to TRU's shareholders. Most importantly, this allows TRU to focus on our flagship Golden Rose Project, where we recently announced a 2,000-metre diamond drill program."
"We are very excited to have signed an option agreement to acquire the Twilite Gold Project in Central Newfoundland," stated Aaron Eisenberg, CEO of Eastern. "We look forward to building upon TRU's initial exploration program to further expand on their findings."
Details about prior work completed at Twilite Gold, by TRU, including a Phase 1 diamond drilling program, are available in the Company's news releases dated October 8, 2021, September 15, 2021 and August 18, 2021.
Terms of the Agreement
In order to acquire the 100% interest in the Project, Eastern must issue to TRU the number of common shares in the capital of Eastern and must fund a minimum of $450,000 in exploration expenditures as follows:
| Date | Share Issuances | Minimum Exploration Funding Commitments |
| August 15, 2022 (the "Effective Date") | 1,000,000 Shares, at a deemed issue price of $0.10 | Nil |
| Upon TRU delivering the Technical Report (as defined below): | 1. Within 75 days of the Effective Date: an additional 1,500,000 Shares at a deemed issue price per Share equal to $0.10; OR 2. Between 76 and 100 days of the Effective Date: an additional 1,000,000 Shares at a deemed issue price per Share equal to $0.10. | Nil |
| On or before the one-year anniversary of the listing of Eastern's common shares on a recognized Canadian stock exchange (the "Listing Date") | Nil | $100,000 |
| On or before the two-year anniversary of the Listing Date | Nil | An additional $100,000 |
| On or before the three-year anniversary of the Listing Date | Such number of Shares as is equal in value to $150,000 at a deemed price per share equal to the closing price of the Shares on the applicable recognized Canadian stock exchange on the day immediately prior to the Share issuance | An additional $250,000 |
The Company has agreed to engage a Qualified Person, as defined in NI 43-101, to author and produce an NI 43-101 technical report on the Project (the "Technical Report") at the sole cost of Eastern. There are certain anti-dilution rights and penalty provisions in the Company's favour which apply prior to Eastern's listing.
If Eastern does not list its common shares on a Canadian stock exchange within seven months from the Effective Date, the Company will be issued 1,000,000 additional Shares at a deemed price of $0.10 per share for no additional consideration.
Closer to the Listing Date, the Company intends to distribute approximately 63% of the Initial Shares to the shareholders of TRU as a dividend or other distribution. The Company expects that the Initial Shares being distributed to TRU shareholders will be free trading on Eastern's listing on a recognized Canadian stock exchange, with the balance of the Shares held by TRU subject to voluntary share resale restrictions staggered over a 9-month period starting on the Listing Date.
In accordance with the Agreement, the Project is subject to a 4-kilometre area of influence, within which any claims acquired by Eastern or TRU during the Agreement term shall be deemed to form part of the Project. Should Eastern not exercise its option under the Agreement, 100% of the Project will revert to TRU. Throughout, and exclusively limited to, the term of the Agreement, Eastern shall be the exclusive operator with overall responsibility for the operations of the Project.
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. Currently TRU is exploring for gold and copper in the highly prospective Central Newfoundland Gold Belt and has an option with TSX-listed Altius Minerals to purchase 100% of the Golden Rose Project. Golden Rose is a regional-scale 236 km2 land package, including a newly 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.
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/ or follow Resurgent on LinkedIn at https://ca.linkedin.com/company/resurgent-capital-corp.
About Eastern Precious Metals Corp.
Eastern Precious Metals is a mineral exploration company, that will be focused on exploring for gold and other minerals at the Twilite Gold Project in the Central Newfoundland Gold Belt. From time to time, the Company may also evaluate the acquisition of other mineral exploration assets and opportunities.
For further information about TRU, please contact:
Joel Freudman
Co-Founder & CEO
TRU Precious Metals Corp.
Phone: 1-855-760-2TRU (2878)
Email: ir@trupreciousmetals.com
For further information about Eastern, please contact:
Aaron Eisenberg
CEO & Director
Eastern Precious Metals Corp.
Phone: +1 (416) 270-5459
Email: aeisenberg@plazacapital.ca
To connect with TRU via social media, below are links:
Twitter
https://twitter.com/corp_tru
LinkedIn
https://www.linkedin.com/company/tru-precious-metals-corp
YouTube
https://www.youtube.com/channel/UCHghHMDQaYgS1rDHiZIeLUg/
Acknowledgement
TRU would like to thank the Government of Newfoundland and Labrador for its past financial support through the Junior Exploration Assistance Program.
Cautionary Statements
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release contains certain forward-looking statements, including those relating to the Agreement and the re-distribution of the Initial Shares. These statements are based on numerous assumptions regarding Twilite Gold, the Agreement, and the Shares, that are believed by management to be reasonable in the circumstances, and are subject to a number of risks and uncertainties, including without limitation: whether the terms of the Agreement will be fulfilled in whole or in part, and whether the option granted by the Agreement will be exercised; challenges in identifying, structuring, and executing transactions on favourable terms or at all; tax and regulatory risks relating to distribution of the Shares; 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 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/133883
