True Grit Announces Completion of Rights Offering
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES.
TRUE GRIT RESOURCES LTD.
c/o Suite 404 – 999 Canada Place Vancouver, BC V6C 3E2 Telephone: (604) 657-7004
TRUE GRIT ANNOUNCES COMPLETION OF RIGHTS OFFERING
VANCOUVER, BC – September 8, 2017 – True Grit Resources Ltd. (the “Company”) (NEX: TGI.H) is pleased to announce that it has completed its previously announced rights offering (the “Rights Offering”), which expired on September 6, 2017, pursuant to which it has raised gross proceeds of $402,242.
Each right entitled the holder to subscribe for one unit of the Company upon payment of the subscription price of $0.03 per unit. No fractional units were issued. Each unit issued consisted of one common share in the capital of the Company and one non-transferable warrant, each of which entitles the holder to acquire an additional common share at an exercise price of $0.10 per share until September 6, 2018.
The Company issued an aggregate of 13,408,080 units at a price of $0.03 per unit under the Rights Offering (7,498,746 units pursuant to the basic subscription privilege and 5,909,334 units pursuant to the additional subscription privilege). After completion of the Rights Offering, the Company has 28,110,492 common shares and 13,408,080 warrants outstanding. Officers and directors of the Company are believed to have acquired a total of 4,257,766 Units pursuant to the Rights Offering. The Company intends to use the net proceeds of the Rights Offering for general and administrative expenses (including legal and accounting), future acquisition costs and development and land work.
The participation in the rights offering by certain “related parties” of the Company, namely, directors and officers of the Company, constituted a “related party transaction,” as such terms are defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”), requiring the Company, in the absence of applicable exemption, to obtain a formal valuation for, and minority shareholder approval of, the “related party transaction.” The Company is relying on the “financial hardship” exemption on the basis that, prior to completion of the Rights Offering, and as disclosed in the Rights Offering circular, the Company only had sufficient working capital to continue operating for four months. The Rights Offering was made to all shareholders of the Company as at the record date, including the related parties, on the same terms. The participation by each of the related parties in the Rights Offering was approved directors of the Company who are independent of that related party.
None of the securities issued in connection with the Rights Offering will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them 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 by 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.
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