Acquisition of Common Shares of TRU Precious Metals Corp. by Altius Resources Inc.
ST. JOHN’S, Newfoundland and Labrador — Altius Resources Inc. (“Altius”) , a subsidiary of Altius Minerals Corporation (TSX:ALS) (OTCQX:ATUSF) announced today that pursuant to an option agreement dated February 23, 2021 with TRU Precious Metals Corp.(TSXV: TRU) (“TRU”), with its head office at 70 Trius Drive, Fredericton, New Brunswick E3B 5E3, it has the right to acquire 7,140,000 common shares of TRU (the “Shares”) representing approximately 19.9% of the issued and outstanding common shares of TRU upon receipt of the approval of the TSX Venture Exchange (the “TSXV”) in exchange for the grant of an option to acquire by TRU a 100% interest in the mineral claims known as Golden Rose in the Province of Newfoundland and Labrador (the “Option”). In addition, the Option Agreement provides that TRU will issue to Altius an additional 800,000 common shares within one month from the closing date of the transaction contemplated by the Option Agreement, 800,000 common shares on the first anniversary of the Option Agreement and a further 1,400,000 common shares (collectively, the “Additional Shares”) on the second anniversary of the Option Agreement, subject to the approval of the TSXV. If on the dates of issuance of such Additional Shares, the issuance would result in the total number of common shares held by Altius exceeding 19.9% of the issued and outstanding capital of TRU following such issuance, then such Additional Shares will not be issued on such dates but shall remain issuable to Altius at such time that Altius’ shareholdings in TRU would not result in it exceeding 19.9% of the issued and outstanding common shares of TRU. All of the Additional Shares must be issued prior to the exercise of the Option under the Option Agreement by TRU. The Shares and the Additional Shares to be acquired by Altius pursuant to the Option Agreement will be issued at a deemed price of $0.25 per share, subject to the requirements of the TSXV. Immediately prior to the transaction contemplated by the Option Agreement, Altius held no securities of TRU. Altius will not acquire the Additional Shares if such acquisition would result in Altius’ shareholding in TRU exceeding 19.9% of the issued and outstanding capital of TRU.
