TRU Precious Metals Corp. (TSXV:TRU, OTCQB:TRUIF, FSE:706) (“TRU” or the “Company”) is pleased to announce that it has signed a definitive earn-in agreement (the “Option Agreement”) with Eldorado Gold Corporation (TSX:ELD, NYSE:EGO) (“Eldorado”), effective July 29, 2024, pursuant to which Eldorado has been granted the exclusive option (the “Option”) to earn an 80% ownership interest in TRU’s Golden Rose Project (as defined below), strategically located along the gold deposit-bearing Cape Ray – Valentine Lake Shear Zone in Central Newfoundland. All figures are in Canadian dollars, unless otherwise stated.
TRU Co-Founder and CEO Joel Freudman commented: “We are thrilled to partner with Eldorado to advance the Golden Rose Project, which we consider a strong endorsement of the work completed since optioning the initial land package from Altius Minerals in 2021, including leveraging the support of our strategic investor Ormonde Mining over the past year. Eldorado’s expenditures under the Option Agreement will accelerate the advancement of the Project’s gold and copper potential, while the cash payments will help fund TRU’s corporate overhead as we remain operator of the Project.”
Terms of the Option Agreement
In order to acquire an 80% interest in the Golden Rose Project, Eldorado must make payments and incur exploration expenditures (“Exploration Expenditures”) on or before the corresponding dates.
Pursuant to the terms of the Option Agreement, TRU will initially act as operator of the Golden Rose Project. A technical committee, comprised of three Eldorado representatives and two TRU representatives, will review work programs, exploration expenditures and provide guidance on operations.
The Option Agreement, if exercised, would result in Eldorado owning an 80% interest in each of (a) TRU’s 100%-owned mineral claims and (b) TRU’s right to acquire up to a 65% interest in certain contiguous mineral claims pursuant to an option agreement with Quadro Resources Ltd., as amended (collectively, the “Golden Rose Project”, “Golden Rose”, or the “Project”).
Upon Eldorado exercising the Option, TRU and Eldorado will negotiate and enter a joint venture agreement. If TRU’s interest in such joint venture is diluted below 10%, its interest would convert to a 2% net smelter returns royalty, of which 1% would be re-purchasable by Eldorado for $5,000,000 at the time of commercial production.
The Option Agreement also contains a mechanism by which Eldorado will relinquish rights to portions of the Project containing discoveries of certain excluded critical minerals, specifically zinc and nickel, so that TRU remains beneficial owner of any non-gold and non-copper discoveries.
The Option Agreement is subject to certain conditions, namely: (i) final approval by the TSXV, (ii) approval by the shareholders of the Company as required by the TSXV, which TRU proposes to obtain by written consent; and (iii) TRU’s receipt of certain permits required to conduct Exploration Expenditures. The completion of the granting of the Option is expected on or about August 6, 2024
A copy of the Option Agreement will be filed under TRU’s SEDAR+ profile at www.sedarplus.ca. The description of the Option Agreement contained herein is qualified by the complete text of the Option Agreement.
Shareholder Meeting Results
The Company is also reporting voting results from the Annual & Special meeting held on July 29, 2024. Shareholders approved all items of business, including electing each of the directors nominated by management, namely, Joel Freudman, Manish Kshatriya, Brian Timmons, Steve Nicol and Steven Agnew. The shareholders also approved: the reappointment of McGovern Hurley LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing year; the Company’s stock option plan; advance authorization of the potential voluntary delisting of the Company’s common shares from TSXV, although such initiative is not currently contemplated; advance authorization of a potential corporate name change, although such initiative is not currently contemplated; and advance authorization of a potential consolidation of the Company’s common shares, although such initiative is not currently contemplated.
