TRU Announces Proposed CAD $3 Million Strategic Investment from Ormonde Mining Plc
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TORONTO, ON / ACCESSWIRE / July 4, 2023 / TRU Precious Metals Corp. (TSXV:TRU)(OTCQB:TRUIF) (“TRU” or the “Company”) is pleased to announce that it has entered into a binding subscription agreement (the “Agreement”) with Ormonde Mining Plc (“Ormonde”) (LON:ORM), in respect of an unbrokered private placement of the Company, to be executed by a wholly owned subsidiary of Ormonde for gross proceeds of CAD$3,000,000 (the “Offering”). Pursuant to the Offering, the Company will issue an aggregate of 60,000,000 units (“Units”) at a price of CAD$0.05 per Unit, each Unit consisting of one common share of the Company (each an “Ordinary Share”) and 0.5 of one common stock purchase warrant (each whole warrant, a “warrant”). Each Warrant may be exercised to acquire one Ordinary Share at a price of CAD$0.075 during a period of 36 months after the closing date of the Offering.
Completion of the Offering is conditional upon Ormonde obtaining shareholder approval and delisting from both the LSE Alternative Investment Market (“AIM”) and Euronext Growth, and subsequently Ormonde delisting the listing completes. Completion of the Offering is also contingent upon the Company obtaining shareholder and TSX Venture Exchange approval, as discussed below.
Joel Freudman, Co-Founder and Chief Executive Officer of TRU, commented, “On behalf of TRU’s management and our Board of Directors, we are very excited to be working with Ormonde to help them become a key stakeholder of the company. contemplated investment in TRU, which would mark Ormonde’s first foray into mineral exploration in North America, confirms that TRU is significantly undervalued at current share prices, and confirms us on the right path to future value creation.Both parties are deeply committed to successfully completing of the Offering We have confidence in Ormonde will become an increasingly important partner of TRU as we leverage their extensive technical expertise, successful resource sector transaction experience and general knowledge of capital markets as we continue our efforts to develop our Golden Rose project in central Newfoundland.”
Ormonde is a natural resources company listed on AIM and on the Euronext Growth market in Dublin. Ormonde, headquartered in Ireland, is focused on evaluating and executing new opportunities in the mineral exploration sector, enabling them to leverage their existing balance sheet to create shareholder value. Ormonde is run by a seasoned team with a broad range of natural resources experience, including base and precious metals, investment banking and advisory services, and senior advisory roles. Ormonde has a proven track record in the successful purchase and sale of natural resources, including the most recent transaction, the sale of the La Zarza gold, copper and zinc deposit in Spain’s Iberian Pyrite Belt.
Upon completion of the Offering, and assuming that TRU issues no other shares, Ormonde would own approximately 36.19% of the Company’s issued and outstanding Ordinary Shares, or 45.97% of the Ormonde Shares on a partially diluted basis if Ormonde would exercise all of the shares. Warrants to be issued to it under the Offering.
In connection with the Offering, and provided that Ormonde holds more than 33% of the issued and outstanding Ordinary Shares, (a) Ormonde would be entitled to appoint three of the five nominees to the board of directors of the Company ( the “Board”) (subject to TSX Venture Exchange approval), and (b) the company’s management would nominate the Ormonde nominees for election as directors of the company at each annual shareholder meeting held after the close and the company should make its best efforts (subject to fiduciary duty) to ensure that nominees are elected as directors.
As a further demonstration of the parties’ commitment to complete the Offering, the Company has appointed Brian Timmons, chairman of the board of directors of Ormonde, to the board of directors. Mr. Timmons has more than 30 years of experience in senior positions within financial institutions and a range of companies in the corporate sector, including companies operating in the alternative energy, natural resources, healthcare technology, life sciences and software IT industries. He is a member of the Association of Chartered Certified Accountants.
To accommodate Mr. Timmons joining the Board of Directors, Barry Greene has resigned as a director of TRU. Mr. Freudman added, “On behalf of the entire TRU team, we sincerely thank Barry for his longstanding service to the company since its development days in late 2020, first as our inaugural Vice President of Real Estate Development, and more recently as Chairman of the Technical Committee of board. We wish Barry every success in his future endeavors. We also take the opportunity to welcome Brian Timmons to our Board and look forward to his board and transaction advice.”
The proceeds of the Offering will be used for the development of the Company’s Golden Rose project, as well as for general corporate and working capital purposes. No finder fees or commissions will be paid in connection with the Offering.
Since upon completion of the Offering Ormonde will have the right to appoint a majority of the directors to the board of directors of the Company and will hold more than 20% of the outstanding Ordinary Shares, the Offering will require approval of the shareholders are required under applicable policies of the TSX Venture Exchange, as Ormonde will be considered a new “control agent” of the company. The Company has convened an annual and special shareholders’ meeting of the Company, to be held on July 31, 2023, (among other things) for the purpose of obtaining the required shareholder approvals for the Offering.
The directors of the Corporation have unanimously approved the terms of the Offering.
The securities to be issued pursuant to the Offering have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”) or any state securities laws and may not be offered or sold in the United States without registration or an available exemption from the registration requirement of the US Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall any sale of such securities be made in any jurisdiction where such offer, solicitation or sale would be unlawful.
About TRU Precious Metals Corp.
TRU (TSXV:TRU; OTCQB:TRUIF) is on a mission to build long-term shareholder value through prudent natural resource development and transactions. TRU is exploring gold and copper in the highly promising Central Newfoundland Gold Belt on its 100% owned Golden Rose Project, originally purchased from Altius Minerals, listed on the TSX. Golden Rose is a regional scale of 240.25 km2 land package, including a recently discovered 20 km district-level structure, and an additional 45 km of impact 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 a 65% total ownership interest in two claim parcels covering 33.25 km2 including a 12 km stroke length along the Shear Zone within Golden Rose.
TRU is a portfolio company of Resurgent Capital Corp. (“Resurgent”), a commercial bank that provides risk capital markets advisory services and equity financing. Resurgent partners with promising public and pre-public microcapitalization companies listed on Canadian stock exchanges. For more information about Resurgent and its portfolio companies, visit Resurgent’s website at https://www.resurgentcapital.ca/ or follow Resurgent on LinkedIn at https://ca.linkedin.com/company/resurgent-capital-corp.
For more information about TRU, please contact:
Co-founder and CEO
TRU Precious Metals Corp.
Phone: 1-855-760-2TRU (2878)
Below are links to connect with TRU via social media:
TRU would like to thank the government of Newfoundland and Labrador for its past financial support through the Junior Exploration Assistance Program.
Neither TSX Venture Exchange nor its regulatory service provider (as that term is defined in TSX Venture Exchange policies) assume responsibility for the adequacy or accuracy of this release.
This press release contains certain forward-looking statements, including those relating to the Offering and the use of proceeds therefrom, and the Company’s relationship with Ormonde. These statements are based on numerous assumptions and the Company’s plans that management believes are reasonable in the circumstances and are subject to a number of risks and uncertainties, including, but not limited to: the execution risk of transactions in relation to the Offering and related regulatory approvals; risks associated with the company’s ability to use the proceeds as intended; risks that current discussions may not lead to future investments by Ormonde, risks inherent in mineral exploration activities; mineralization hosted on adjacent and/or nearby properties is not necessarily indicative of mineralization hosted on the Company’s properties; financing risk and the risk that the Company will be unable to raise sufficient funds to carry out its business plans; volatility in financial markets, economic conditions and prices of precious metals; and those other risks described in the Company’s ongoing disclosure documents. Actual results could differ materially from those contemplated in the forward-looking statements contained herein. Investors and others should carefully consider the foregoing factors and should not place undue reliance on such forward-looking statements. The Company undertakes no obligation to update any forward-looking statements contained herein, except as required by applicable securities laws.
SOURCE: TRU Precious Metals Corp.
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