Investment in TRU Precious Metals Corp.

Ormonde Mining PLC

30 June 2023

 

This announcement contains inside information

30 June 2023

Ormonde Mining plc

("Ormonde" or the "Company")

Investment in Listed Canadian Exploration Company with

Flagship Newfoundland Gold Project

Ormonde is pleased to announce a proposed substantial investment in Toronto-listed exploration company TRU Precious Metals Corp. ("TRU"), which is exploring for gold and copper in the highly prospective Central Newfoundland Gold Belt in Canada.

Highlights

·    Ormonde to acquire an initial 36.2% controlling interest in TRU's share capital through a private subscription for 60 million new common shares of TRU at CAD $0.05 per share for a total consideration of CAD $3,000,000 (the "Subscription")

o  Potential to increase shareholding to up to 46.0% through the exercise of warrants

·    Ormonde to appoint three directors to the TRU Board of Directors

·    TRU's flagship Golden Rose Project ("Golden Rose") is in the highly prospective Cape Ray - Valentine Lake gold-bearing structural corridor in Southern Central Newfoundland

·    Golden Rose is a regional-scale 273.5 km² land package, of which 240.25km² is fully owned with the additional 33.25 km² held under an option to acquire a 65% interest

o  The coherent land package straddles a 45km strike length held along the deposit-bearing Cape Ray-Valentine Lake shear zone, and is located between Marathon Gold's Valentine Gold Project and Matador Mining's Cape Ray Gold Project

·    Ormonde's investment will be used to fast-track the advancement of Golden Rose as well as the evaluation of other mineral property transaction opportunities

·    The Subscription is subject to Ormonde shareholder approval as referred to below

Background

After undertaking considerable due diligence and reviewing numerous opportunities over the past 18 months, the Company has agreed to invest in TRU, a natural resources company listed on the TSX Venture Exchange in Toronto (TSXV). Ormonde's initial investment provides the Company with a 36.2% equity interest in TRU, providing Ormonde's shareholders with exposure to a highly prospective new gold and copper exploration region in Newfoundland, Canada.  

In addition to the proposed Subscription, each new common share will have a 0.5 share purchase warrant attached, with each full warrant being exercisable to acquire one new common share in TRU at a price of CAD $0.075 for a period of 36 months following the closing date. The exercise of this option in full would increase Ormonde's equity holding in TRU to 46.0%.

TRU

TRU Precious Metals Corp (TSXV:TRU, OTCQB:TRUIF) is a TSXV listed corporation with the stated mission of building long-term shareholder value, through prudent natural resource property development and transactions.

TRU is led by Joel Freudman, a mining M&A specialist, who is supported by a team which combines geological exploration and mining transaction experience. Brian Timmons, Ormonde Chairman, will join TRU's Board of Directors immediately, with two further Ormonde nominees to join the five-strong Board, upon closing of the transaction.

Golden Rose Project

At Golden Rose, TRU has consolidated a significant land position covering 273.5 km², of which 240.25km² is fully owned with the additional 33.25 km² held under an option to acquire a 65% interest. Golden Rose is located in the prospective Valentine Lake gold bearing structural corridor in Southern Central Newfoundland. TRU's landholding is bounded by projects with code compliant resource estimates. Marathon Gold's Valentine Project to the northeast has approximately 4 million ounces in Measured and Indicated Resources, and Matador Mining's Cape Ray Project to the southwest has approximately 0.8 million ounces in Indicated and Inferred Resources with further exploration continuing.  

Modern exploration for gold in Newfoundland has only been possible since the 1990s due to earlier complications affecting access to land for exploration. However, following recent significant discoveries, Newfoundland has become one of the world's most attractive gold exploration regions. Recent exploration projects have yielded promising discoveries of gold, copper and lithium. The highly prospective geology combined with ease of access, a supportive local government and moderate weather combine to give Newfoundland a top 10 global ranking for mining investment attractiveness by the Fraser Institute.

The TRU landholding at Golden Rose has had limited historical exploration, but it has confirmed the prospectivity of the area. TRU has capitalised on the previous work and is already turning up new high-grade gold and copper mineralised targets on the property with high grades similar to those that other Newfoundland explorers have been reporting in recent years. These include:

·    At Mark's Pond, where TRU has recently obtained high-grade results from trench channel sampling at a new gold occurrence including:

o  2.5m grading 57.6 g/t Au including 1m grading 141 g/t Au

o  2.0m grading 34.0 g/t Au including 1m grading 65.4 g/t Au

o  2.0m grading 23.5 g/t Au including 0.5m grading 90 g/t Au

·    At Jacob's Twin, where recent drilling discovered new high-grade copper and gold mineralisation with results including a 1.1m intercept, grading as follows:

o  Copper: 2.2%

o  Gold:1.4 g/t

o  Silver: 108.3 g/t

Numerous other significant occurrences of gold in bedrock occur within the TRU land holding which will be advanced as part of the planned investment.

The Board believes Golden Rose represents an exceptional gold exploration asset with the potential to contain one or more world-class gold resources. Within the TRU landholding, various mineralisation styles have already been recognised, including a structural domain potentially similar to the Curraghinalt gold deposit in Northern Ireland, a deposit which contains 6 million ounces in Measured, Indicated and Inferred Resources. The Board consequently believes Golden Rose is capable of generating significant value to the Company and its shareholders.

The Board also believes that the closer collaboration between the Ormonde technical advisory team, with its over 70 years of combined experience, and TRU's leadership, with its strong transactional background and in-house exploration team, is a logical fit that will result in the identification of further mineral asset opportunities.

Suspension of Listing

Ormonde became an AIM Rule 15 cash shell in October 2022 and is therefore required to make an acquisition or acquisitions constituting a reverse takeover ("RTO") under AIM Rule 14 and the Euronext Growth Market rules on, or before, the dates falling six and twelve months respectively from 3 October 2022.

Following Ormonde's acquisition of a 20% interest in Peak Nickel Limited, as announced on 7 February 2023, the Company's ordinary shares have been suspended from trading on AIM and Euronext Growth Market. As Ormonde is a cash shell, the Subscription for shares in TRU is also deemed to be an RTO under AIM Rules and Euronext Growth Rules and as such trading in the Company's shares will remain suspended until an AIM admission document and a Euronext Growth information document are published.

As TRU is already listed in Canada, the Ormonde Board has decided, subject to shareholder approval, to seek to cancel the Company's admission to trading on AIM and Euronext Growth Market as part of the approval process around this Subscription (the "Cancellation"). An announcement setting out the reasons for the proposed Cancellation, the effect of the proposed Cancellation, and a detailed timetable will be released when finalised. A circular will be prepared and sent to shareholders in due course with a notice convening an Extraordinary General Meeting ("EGM") to approve the Subscription and the Cancellation of the Company's shares to trading on AIM and Euronext Growth Market. The Subscription is conditional on shareholder approval and the completion of the Cancellation. 

Brendan McMorrow, Chief Executive Officer, commented:

"We are very excited about the geological prospectivity of the Golden Rose Project, and the future opportunities that a combined TRU and Ormonde could uncover. The proposed investment in TRU, if approved, together with the existing investment in Peak Nickel, provide Ormonde's shareholders with exposure to quality and diverse assets across a range of strategic minerals in Tier 1 jurisdictions, thereby positioning the Company for significant value creation in the short-to-medium term."

Enquiries:  

Ormonde Mining plc

Brian Timmons, Chairman

Tel: [phone]

Vigo Consulting (Investor Relations)

Ben Simons / Charlie Neish

Tel: [phone]

Davy (Nomad, Euronext Growth Listing Sponsor and Broker)

Anthony Farrell

Tel: [phone]

About Ormonde Mining

Ormonde is focussed on the evaluation and execution of new opportunities through which the Company can leverage its balance sheet to generate shareholder value whilst placing a strong emphasis on cash preservation.

Currently, Ormonde has a 20% interest in Peak Nickel Limited, a private UK company which is advancing exploration on a potentially significant battery metals project.

Ormonde's shares are listed on the London Stock Exchange (AIM) and the Euronext Growth Market in Dublin.

For more information, visit the Company's website at www.ormondemining.com.  

About TRU

TRU Precious Metals Corp (TSXV:TRU, OTCQB:TRUIF) is a TSXV listed corporation with the stated mission of building long-term shareholder value, through prudent natural resource property development and transactions. TRU is exploring for gold and copper in the highly prospective Central Newfoundland Gold Belt on its 273.5 km2  Golden Rose Project.

For more information, visit the Company's website at www.trupreciousmetals.com.

 

END