Gold Lion Announces Letter of Intent
305-1770 Burrard St. Vancouver, British Columbia V6J 3G7
T: (778) 772-1751/ W: https://goldlionresources.com/
GOLD LION RESOURCES INC.
NEWS RELEASE
Gold Lion Announces Letter of Intent
Vancouver, British Columbia / May 5, 2022 – Gold Lion Resources Inc. (“Gold Lion ” or the
“Company”) (CSE: GL) (OTC: GLIOF) (FWB: 2BC) announces that it has signed a binding letter
of intent dated May 5, 2022 (the “LOI”) with 1000173975 Ontario Inc. (“OntarioCo”) in respect of a
proposed transaction (the " Proposed Transaction"), whereby the Company would acquire all of the
issued and outstanding securities of OntarioCo by way of a share exchange agreement. OntarioCo’s
principal asset and undertaking is its interest in the Black Lake Mineral Property, which is located in
Saskatchewan (the “Property”).
The Proposed Transaction
Pursuant to the Proposed Transaction, the Company will issue common share in its capital (the
“Consideration Shares”) to the holders of common shares in the capital of OntarioCo at a deemed price
per Consideration Share that is the greater or (i ) $0.05, and (ii) the minimum price allowed pursuant
to the policies of the Canadian Securities Exchange (the “CSE”), representing aggregate consideration
to be determined and mutually agreed upon by the parties with reference to a pending valuation of
OntarioCo, expected to be in the range of $500,000 to $1,000,000.
The Proposed Transaction will be completed pursuant to available prospectus exemptions in
accordance with applicable securities legislation.
The Company and OntarioCo have agreed to negotiate in good faith the terms of a definitive agreement
with respect to the Proposed Transaction within 30 days from the LOI.
The Company also agreed to pay a refundable deposit of up to $100,000 to OntarioCo to be used
towards costs and expenses connected to the Property. If the LOI is terminated for any reason other
than the execution of a definitive agreement, the deposit pa yments shall be returned to the Company
by OntarioCo within 30 days, without interest.
The Proposed Transaction is subject to receipt of all necessary regulatory approvals, including, as
applicable, approval of the CSE, completion of due diligence reasonable or customary in a transaction
of a similar nature, and entering into a definitive agreement, among other conditions. The Proposed
Transaction would be an arms -length transaction for the Company and would not constitute a
fundamental change or result in a change of control of the Company, within the meaning of the policies
of the CSE.
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About Gold Lion Resources Inc.
Gold Lion Resources Inc. is a mineral exploration company actively involved in the exploration of its
precious metal focused portfolio including the Cuteye and Fairview Properties located in Idaho and
British Columbia. For more information please visit: https://goldlionresources.com/.
ON BEHALF OF THE BOARD OF DIRECTORS
Borzoo Zare, interim CEO
T: 604-687-2038
The CSE and Information Service Provider have not reviewed and does not accept responsibility for the
accuracy or adequacy of this release.
Forward-Looking Statements
This news release contains “forward-looking information” within the meaning of applicable Canadian
securities legislation. Often, but not always, forward-looking information and information can be
identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”,
“estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words
and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will”
be taken, occur or be achieved. Forward-looking information in this news release includes statements
regarding: assumptions that are subject to significant risks and uncertai nties, including assumptions
that all conditions to the closing of the Proposed Transaction will be satisfied and that the Proposed
Transaction will be completed on the terms set forth in the LOI. The forward-looking information
reflects management's current expectations based on information currently available and are subject to
a number of risks and uncertainties that may cause outcomes to differ materially from those discussed
in the forward-looking information. Such risk factors may include, among others, the risk that required
approvals and the satisfaction of material conditions are not obtained in connection with the Proposed
Transaction, the risk that the Proposed Transaction is not approved or completed on the terms set out
in the LOI or that a defi nitive agreement will be entered into in connection therewith. Although the
Company believes that the assumptions and factors used in preparing the forward-looking information
are reasonable, undue reliance should not be placed on such information and no assurance can be given
that such events will occur in the disclosed time frames or at all. Factors that could cause actual results
or events to differ materially from current expectations include: (i) adverse market conditions; and (ii)
other factors beyond the control of the Company. New risk factors emerge from time to time, and it is
impossible for the Company’s management to predict all risk factors, nor can the Company assess the
impact of all factors on Company’s business or the extent to which any fac tor, or combination of
factors, may cause actual results to differ from those contained in any forward-looking information.
The forward-looking information included in this news release are made as of the date of this news
release and the Company expressly disclaims any intention or obligation to update or revise any
forward-looking information whether as a result of new information, future events or otherwise, except
as required by applicable law. Additional information identifying risks and uncertainties that could
affect financial results is contained in the Company’s filings with Canadian securities regulators, which
are available at www.sedar.com.