True Grit Announces Non‐brokered Private Placement
TRUE GRIT RESOURCES LTD.
c/o Suite 404 – 999 Canada Place Vancouver, BC V6C 3E2 Telephone: (604) 657‐7004
Not for distribution to United States wire services or dissemination in or into the United States.
TRUE GRIT ANNOUNCES NON‐BROKERED PRIVATE PLACEMENT
VANCOUVER, BC – April 23, 2018 – True Grit Resources Ltd. (the “Company”) (NEX: TGI.H) is pleased to announce that, subject to regulatory approval, it will be conducting a non‐brokered private placement of convertible debentures of the Company (the “Convertible Debentures”) in the aggregate principal amount of up to $400,000 (the “Financing”). The Convertible Debentures will be convertible into units of the Company at a conversion price of $0.08 per unit, with each unit to consist of one common share in the capital of the Company (each, a “Share”) and one non‐transferable share purchase warrant, each of which will entitle the holder to purchase one Share at a price of $0.10 per Share for a period of one year from the date of issue of the warrants. The Convertible Debentures will mature 18 months from the date of the closing of the Financing and will bear interest at the rate of 8% per annum, payable on maturity.
The proceeds of the Financing are expected to be used to advance the recommended Phase I work program for the Company’s L.G. Property, located in Graham County, Arizona, as set out in the Company’s technical report dated March 15, 2018, and for general working capital purposes. Insiders of the Company may participate in the Financing. All securities offered under the Financing will be subject to a hold period of four months and one day under applicable Canadian securities laws.
None of the securities issued in connection with the Financing will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities, in any state where such offer, solicitation or sale would be unlawful.
ON BEHALF OF THE BOARD TRUE GRIT RESOURCES LTD.
“Byron Coulthard”
Byron Coulthard President, CEO and director
For further information, please contact Byron Coulthard at (604) 657‐7004.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Disclaimer Forward‐Looking Statements
This news release contains forward‐looking statements that involve various risks and uncertainties regarding future events. Such forward‐looking statements are based on current expectations of management, involve a number of risks and uncertainties, and are not guarantees of future performance of the Company. Forward‐looking statements in this release include the proposed terms of the Financing and the use of proceeds thereof. There are numerous risks and uncertainties that could cause actual results and the Company’s plans and objectives to differ materially from those expressed in the forward‐looking statements, including: (i) adverse market conditions; (ii) the inability of the Company to complete the Financing on the terms announced or at all; or (iii) the TSX Venture Exchange not approving the Financing. Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward‐looking statements are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. The Company does not intend to update the forward‐looking statements unless required under applicable laws.