TRU Precious Metals Signs Binding Term Sheet with Altius Minerals Subsidiary for Option to Purchase Golden Rose Project
Fredericton, January 7, 2021 - TRU Precious Metals Corp. (TSXV: TRU); (OTCQB: TRUIF) ("TRU" or the "Company") is pleased to announce that it has entered into a binding term sheet with a subsidiary of TSX-listed Altius Minerals Corporation (TSX: ALS) ("Altius") for the option (the "Option") to purchase Altius' Golden Rose project located in the southwestern portion of the Central Newfoundland Gold Belt (the "Golden Rose Project").
TRU Co-Founder and CEO Joel Freudman commented: "We are thrilled to be partnering with Altius to explore and develop the Golden Rose Project. This partnership is consistent with our communicated strategy to build towards a district-scale presence in central Newfoundland."
The Golden Rose Project is a regional-scale land package covering 105 kilometres squared (km2) within the Valentine Lake structural corridor, and is easily accessible via provincial highway and forest access roads. It is located between Marathon Gold Corp.'s ("Marathon") Valentine Gold Project to the northeast, where Marathon has reported 3.09 million ounces (Moz.) Measured and Indicated gold (Au) resources (comprised of 54.9 million tonnes (Mt) at 1.75 grams per tonne (g/t) Au) + 0.96 Moz. Inferred Au resources (16.8 Mt at 1.78 g/t Au),1 and Matador Mining's Cape Ray Gold Project to the southwest, which also has a known gold deposit.2
Figure 1: Golden Rose Project Regional Location
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Mr. Freudman added, "On closing, this transaction will bring Altius into TRU's shareholder base as a strategic investor with an expected 19.9% stake. This is a pivotal development for us, as this fuels our rapid progress to date and further enhances TRU's business prospects going forward. Coupled with our 100%-owned Twilite Gold Project, TRU will now have two highly-prospective gold exploration properties along a fault zone that hosts multiple known major deposits."
Geological Description
The Valentine Lake structural corridor transects the full length of the Golden Rose Project, hosting over 45 km of prospective strike-length for Au mineralization.
In terms of top prospects, the South Woods Lake zone has yielded historical grab samples up to 65 g/t Au, and drill intercepts including 1.37 g/t Au over 26.31 metres (m) and 2.14 g/t Au over 16.11 m. To date, the zone has been outlined to greater than 550 m on surface and remains open along strike and at depth. Gold mineralization at the South Woods Lake zone is hosted by variably textured, sheared and brecciated, intrusive rock, and within of a network of thin, anastomosing, quartz-pyrite ±arsenopyrite veins and fractures. Preliminary work suggests the gold occurs as fine, free gold.
Altius has also identified no fewer than five other historic and newly discovered prospects at the Golden Rose Project, both north and south of South Woods Lake, including several at which historic high-grade unsourced quartz-rich float have been found. Float samples testing up to 196.7 g/t Au were found at the Falls Zone, which has exposed mineralization with anomalous gold grades, as well as samples at Glimmer Pond of up to 213.8 g/t Au, which has strongly altered volcanic or sedimentary rock on the southeast side of the pond with anomalous gold grades.
Figure 2: Golden Rose Project Historical Drilling at South Woods Lake Zone
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The technical information herein, including assays, relating to the Golden Rose Project is historical in nature and has not been independently verified by TRU. Note that rock grab and float samples and drill hole intervals are selective by nature, and values reported may not represent the true grade or style of mineralization across the Golden Rose Project.
Terms of the Option Agreement
In order to acquire a 100% interest in the Golden Rose Project, the Company must issue such number of common shares in the capital of the Company ("TRU Shares") as set forth below, and fund a total of $3,000,000 in exploration expenditures:
| Share Issuance | Exploration Funding Commitment |
| 7,115,000 TRU Shares, at a deemed price of $0.25 per Share, upon receipt of approval of the definitive agreement to be entered into in respect of the Option (the "Option Agreement") from the TSX Venture Exchange (the "Exchange") | Nil |
| 800,000 TRU Shares on or before the date that is six (6) months from the date of the Option Agreement | $500,000 by the first anniversary of the Option Agreement |
| 800,000 TRU Shares on or before the date that is eighteen (18) months from the date of the Option Agreement | $1,000,000 by the second anniversary of the Option Agreement |
| 1,400,000 TRU Shares on or before the date that is twenty-four (24) months from the date of the Option Agreement | $1,500,000 by the third anniversary of the Option Agreement |
Upon exercise of the Option, Altius will retain a 2.0% net smelter returns royalty from any future mineral production at the Golden Rose Project, subject to a proportionate reduction for any underlying royalty obligations held by third parties.
The transaction remains subject to regulatory approval by the Exchange, and to other conditions precedent including the preparation of a National Instrument 43-101 technical report in respect of the Golden Rose Project. Trading in the TRU Shares will remain halted pending further filings with the Exchange.
The parties are working on the preparation of the Option Agreement. In addition, TRU will start evaluating various equity financing options to fund its anticipated initial exploration commitment at the Golden Rose Project, along with the first phase of the Company's intended drill program at the Twilite Gold Project.
Qualified Person
Barry Greene, P.Geo. is a qualified person as defined by National Instrument 43-101 and has reviewed and approved the contents and technical disclosures in this press release. Mr. Greene is a director and officer of the Company and owns securities of the Company.
About TRU Precious Metals Corp.
TRU seeks unique value-creation opportunities, and has assembled a portfolio of gold exploration properties in the Central Newfoundland Gold Belt. The Company'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.
For further information, please contact:
Joel Freudman
Co-Founder, President & CEO
TRU Precious Metals Corp.
Phone: (647) 880-6414
Website: www.trupreciousmetals.com
Julie Hajduk
President and CEO
Purple Crown Communications Corp.
Phone: (604) 609-6169
Email: julie@purplecrown.ca
Website: https://purplecrown.ca/
To connect with TRU Precious Metals Corp. via social media, below are links:
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Cautionary Statements
Neither the 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.
The technical information herein relating to the Golden Rose Project has been supplied by Altius and has not been independently verified by TRU.
Information in this press release regarding Marathon Gold's Valentine Gold Project and Matador Mining's Cape Ray Gold Project have been taken from those respective companies' websites, and has not been independently verified by the Company. These links are included in this press release as inactive textual references for reference purposes only and the information on or connected to these websites is not part of, or incorporated by reference into, this press release.
This press release contains certain forward-looking statements, including those relating to entering into the Option Agreement; acquiring, exploring, and monetizing the Golden Rose Project and the Company's other mineral exploration properties; the application to and approval of the Exchange for the transactions contemplated herein; and potential financing activity by the Company. These statements are based on numerous assumptions regarding the Golden Rose Project and the Option that are believed by management to be reasonable in the circumstances, and are subject to a number of risks and uncertainties, including without limitation: mineralization hosted on adjacent and/or nearby properties is not necessarily indicative of mineralization hosted on the Golden Rose Project; the exploration or monetization potential of the Golden Rose Project and the nature and style of mineralization at the Golden Rose Project; challenges in identifying, structuring, and executing additional investments and acquisitions, on favourable terms or at all; risks inherent in mineral exploration activities and investments in the mineral exploration sector; 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.
1 https://marathon-gold.com/valentine-gold-project/. Readers are also referred to the National Instrument 43-101 Technical Report and Pre-Feasibility Study on the Valentine Gold Project, Newfoundland and Labrador, Canada, prepared by Ausenco Engineering Canada for Marathon Gold Corp., dated April 21, 2020 with an effective date of April 18, 2020, which is available on Marathon's SEDAR profile at www.sedar.com.
2 https://matadormining.com.au/cape-ray/
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