AMC.TO · 2019-06-17 12:00:00

Ring the Bell Capital Announces Updates Qualifying Transact Ion with Croesus GOLD Corp .

Mergers & Acquisitions

RING THE BELL

CAPITAL

ANNOUNCES

UPDATES

QUALIFYING TRANSACT

ION

WITH

CROESUS GOLD CORP

FOR IMMEDIATE RELEASE

TORONTO, ONTARIO

–

June

2019

–

Ring the Bell

Capital Corp

. (TSXV:

RTB

.P) (the

“

Company

”

or “

RTB

”

)

pleased to

announce

that

, further to

its press release dated April 4, 2019,

it has

entered into a

definitive agreement

(the “

Definitive

Agreement

”) effective

June

, 2019

, to complete a

reverse takeover

transaction (the “

Transaction

”) pursuant to which the Company will complete a three

corn

ered amalgamation with

Croesus Gold Corp

. (“

Croesus

”). The Transaction will pursuant to the

policies of the TSX Venture Exchange (the “

TSXV

”) constitute the Company’s “Qualifying

Transaction”, as such term is defined in defined by Policy 2.4

–

Capital Pool

Companies

The

corporation resulting from the Transaction (the “

Resulting Issuer

”) will continue under the name

“

Arizona Metals Corp

.”

and trade on the TSXV under the symbol “AMC”

The Transaction is not a

“Non

Arm's Length Qualifying Transaction” within

the meaning of Policy 2.4 of the TSXV.

The

Transaction is expected to close on or before July 31, 2019

, unless otherwise agreed between the parties

Croesus

Gold Corp

Croesus is a private mineral exploration company based in Toronto, Ontario. Croesus rec

ently completed

the acquisition of 100% ownership of approximately 351 acres of patented and unpatented claims

covering and surrounding the past

producing Kay mine (“

Kay Mine

”), located in Yavapai County,

Arizona, approximately 50 miles north of Phoenix. T

he Kay Mine claims are not subject to any royalties.

The Kay Mine property hosts an historic resource estimate, defined by Exxon Minerals (Fellows, 1982) of

6.4 million short tons at a grade of 2.2% copper, 2.8g/t gold, 3.03% zinc, and 55g/t silver. Exxon

used a

copper equivalent cut

off grade of 2%. The historic estimate was defined from a depth of approximately

100m to 900m, and based on approximately 103 underground drill holes on 12 levels, thousands of

underground samples, and approximately 7,500m in s

urface drilling. Croesus has planned an initial drill

program of approximately

,000m. The 1982 estimate by Exxon did not use CIM categories. Croesus’ QP

has not done sufficient work to classify the historic estimate as a current resource, and Croesus is n

treating the historic estimate as a current resource. In March 2019, Croesus staked an additional 1,000

acres of BLM claims contiguous with the recently acquired Kay Mine claims. Croesus also completed a

helicopter VTEM survey totaling 102 line kilometr

es covering the acquired and staked claims.

Croesus also owns 100% of the Sugarloaf Peak Gold Project, which is composed of 219 BLM claims

with dimensions of approximately 4km x 6km, and hosts an historic resource “containing about 1.5

million ounces gold

and 25 million ounces of silver in a volume of about 100 million tons” (Dausinger,

1983). This estimate was based on work by Westworld Resources (1981

1983) which totaled 2,500 feet

of drilling in 10 holes to a maximum depth of only 76m. The historic esti

mate was not defined using CIM

categories. Additional drilling totaling 4,400m was completed by Riverside Resources and Choice Gold

between 2009 and 2012, and a Titan

24 geophysical survey was also undertaken during this period. The

average drill hole spac

ing at Sugarloaf is 150m and Croesus estimates an initial drill program of at least

10,000m will be required. Croesus’ QP has not done sufficient work to classify the historic estimate as a

current resource, and the Company is not treating the historic est

imate as a current resource.

Relevant

unaudited

financial information

for Croesus

is summarized below:

As at fiscal year

end

December 31

, 2018 and 2017

December 31

, 2018

December 31

, 2017

Cash

406,333

833,760

Total Assets

458,136

871,241

Total

Liabilities

82,770

33,626

Shareholders’ Equity

375,366

837,615

Concurrent Financing

n connection with the Transaction, Croesus

and the Company

will complete

concurrent

“best efforts”

private placement

(the “

Concurrent Financings

”)

of up to

an aggr

egate of

12,500,000 subscription

receipts (“

Subscription Receipts

”) at a price of $0.40 per Subscription Receipt for aggregate gross

proceeds of

a minimum of $2,000,000 (the “

Minimum Financing

”)

up to

a maximum of

$5,000,000

(the

“

Maximum Financing

”)

. Cana

ccord Genuity

Corp.

(the “

Agent

”) has been engaged to act as lead agent

in connection with the Concurrent Financing

The gross proceeds of the Concurrent Financing

and in the case of the Concurrent Financing being

completed by Croesus (the “

Croesus Fin

ancing

”)

less certain fees and expenses of the Agent, will be

placed in escrow on behalf of the purchasers of Subscription Receipts, and will be released to Croesus

and

the Company

upon satisfaction of certain escrow release conditions, including completi

on of the

Transaction. If the escrow release conditions are not satisfied, the Subscription Receipts will be cancelled

and all proceeds from the sale of Subscription Receipts will be returned to purchasers.

Immediately prior to closing of the Transaction,

assuming the satisfaction of certain escrow release

conditions,

each Subscription Receipt will, without payment of any additional consideration or taking of

any action, be converted into one (1) unit of Croesus (

“

Croesus

Unit”)

in the case of the Croesus

Financing, and one (1) unit of the Company (an “

RTB Unit

”) in the case of the Subscription Receipts

issued pursuant to the Concurrent Financing being completed by RTB (The “

RTB Financing

”)

. Each

Croesus

Unit is comprised of one Croesus Share (

“

Underlyi

Croesus

”) and one common

share purchase warrant of Croesus (

“

Underlying

Croesus

Warrant

”). Each Underlying

Croesus

Warrant will entitle the holder thereof to purchase one

common share of

Croesus

a (“

Croesus Share

”)

a price of $0.

for a pe

riod of

months following the

closing date of the Transaction

(the “

Reference

Date

”). On closing of the Transaction, each Croesus Share will then, without payment of any additional

consideration or taking of any action, subsequently be exchanged for one

(1) common share of the

Resulting Issuer (a “

Resulting Issuer Share

”) and each Underlying Warrant will be exchanged for (1)

one common share purchase warrant of the Resulting Issuer in accordance with the terms of the Definitive

Agreement.

Each RTB Unit i

s comprised of one common share of RTB (an “

Underlying RTB Share

”)

and one common share purchase warrant of RTB (an “

Underlying RTB Warrant

”

). Each Underlying

RTB Warrant will entitle the holder thereof to purchase one

common share of RTB (an “

RTB Share

”)

a price of $0.60 for a period of 36 months following the Reference Date

Croesus will pay the Agent a cash commission (the “

Agent’s Commission

”) equal to 6% of the aggregate

gross proceeds of the Concurrent Financing

s, of which half of the Agent’s Commi

ssion in respect of the

Croesus Financing

will be paid upon closing of the Concurrent Financing

, and

the full Agent’s

Commission in respect of the RTB Financing and the remaining

half

of the Agent’s Commission in

respect

the Croesus Financing

will be p

aid upon conversion of the Subscription Receipts. Croesus

and

the Company

will also issue warrants to the Agent (the

“

Croesus Compensation Warrants

” and the

“

RTB Compensation Warrants

”, respectively, and, collectively, the

“

Compensation Warrants

”) to

purch

ase such number of Croesus Shares

and RTB Shares

as is equal to 8% of the total number of

Subscription Receipts issued pursuant to the Concurrent Financing

Each Croesus

Compensation

Warrant will be exercisable into one Croesus Share at an exercise price

of $0.40 for a period of 24 months

following the Reference Date.

Each RTB Compensation Warrant will be exercisable into one RTB Share

at an exercise price of $0.40 for a period of 24 months following the Reference Date.

The

Croesus

Compensation Warrants wi

ll be exchanged for warrants of the Resulting Issuer in connection with the

Transaction. The net proceeds from the Concurrent Financing

will be used to advance exploration and

development of Croesus’ Kay Mine and Sugarloaf projects and for general

working

capital

purposes.

The

RTB Financing is subject to the

final

approval of the TSXV.

RTB Shareholder Approval

The Company received shareholder approval for all resolutions related to the Transaction brought before

them at the Company’s special meeting of sha

reholders (the “

Meeting

”) held in Toronto on June 12,

2019. Details of the matters approved at the Meeting are set forth in a management information circular

of the Company dated May 13, 2019 and posted on the System for Electronic Data Analysis and Retri

eval

(SEDAR) at

www.sedar.com

Spon

sorship

The Transaction is subject to the sponsorship requirements of the TSXV, unless an exemption from the

sponsorship requirement is available or a waiver is granted.

The Company i

ntends to apply for an

exemption to the sponsorship requirement. There is no assurance that an exemption from this requirement

will be obtained.

Management and Insiders of the Resulting Issuer

Upon completion of the Transaction, the current direct

ors and o

fficers of the Company, other than Conor

Dooley,

will resign and the proposed board of directors of the Resulting Issuer will include Marc Pais,

Paul Reid, Rick Vernon, Colin Sutherland and Conor Dooley. Marc Pais will be ap

pointed Chief

Executive Officer,

Sung Min (Eric) Myung, Chief

Financial Officer, Conor Dooley, the

Corporate

Secretary of the Resulting Issuer

and David Smith the Vice President of Exploration

The parties expect

that,

upon completion of the Transaction, no person will beneficially own,

directly or

indirectly, or exercise control or direction over, Resulting Issuer Shares carrying more than 10% of the

voting rights attached to the Resulting Issuer Shares

, other than Riverside Resources Inc., which currently

owns 5,300,000 Croesus Shares

which will result in Riverside Resources Inc. owning 5,300,000

Resulting Issuer Shares representing 11.6% of the

45,788,408

Resulting Issuer Shares issued and

outstanding assuming the completion of the Minimum Financing and 9.9% of the

53,288,408 Resulting

Issuer Shares issued and outstanding

assuming the completion of

the Maximum Financing.

Riverside

Resources Inc. is a public company list

ed in the TSXV under the symbol “RRI”.

The relevant professional experience of the

proposed

directors and officers of t

he Resulting Issuer is set

out below:

Paul Reid

Chairman

Mr. Reid has fifteen years of experience in financing mineral exploration, development and production

assets. Mr. Reid is the Founder and former Chairman of Telegraph Gold (now

part of

Equinox Gold,

TSX

V listed exploration company) and was an investment banking professional with extensive

experience in raising capital, going

public transactions and advisory services. Paul holds an MBA from

Wilfrid Laurier University and a Bachelor of Honours in Eco

nomics from Queen's University.

Marc Pais

Chief Executive Officer and Director

Mr. Pais has 8 years’ experience as a mining analyst in the investment banking industry, with a focus on

precious metals development companies. Mr. Pais is a founder and the for

mer President of Telegraph

Gold (now Equinox Gold, a TSXV

listed exploration company). Mr. Pais has a Bachelor of Science in

Geological Engineering (Mineral Exploration) from Queen's University.

Colin Sutherland

Director

Mr. Sutherland is a Certified Profe

ssional Accountant with more than 20 years of operational and

financial experience with exploration and development stage mining companies. Mr. Sutherland is a

director of

Minerals LPC (ISDX:NQMI) and most recently, Mr. Sutherland served as President of

McEwen Mining (NYSE:MUX; TSX:MUX) and as Chief Executive Officer and Managing Director of

Archipelago Resources Pte. Ltd., where he grew production to 200,000 ounces per year. Mr. Sutherland

has held senior financial and executive roles with Timmins Gold

Corp., Capital Gold Corp., Nayarit Gold

Inc. and Aurico Gold Inc. Mr. Sutherland has a Bachelor of Business Administration, Accounting, from

Saint Francis Xavier University.

Rick Vernon

Director

Mr. Vernon has thirty years of experience as a mining financ

e professional, having previously been

Managing Director and Head of Investment Banking at PI Financial Corp., Head of Investment Banking

at Stonecap Securities Inc. and Managing Director at Blackmont Capital. Mr. Vernon BSc in Geological

Sciences from Que

en’s University and an MBA from University of Southern California.

Conor Dooley

Director and Corporate Secretary

Mr. Dooley is a corporate and securities lawyer for WeirFoulds LLP Mr. Dooley holds a Bachelor of

Science and a Bachelor of Laws from Dalhous

ie University.

Sung Min (Eric) Myung

Chief Financial Officer

Eric Myung is a Senior Financial Analyst of Marrelli Support Services Inc., providing CFO, accounting,

regulatory compliance, and management advisory services to numerous issuers on the TSX, TSX

Venture

and other Canadian and US exchanges. Previously, Mr. Myung has worked at public accounting firms

focused on small and medium business for seven years. Mr. Myung is a Canadian Professional

Accountant and has a Master of Accounting degree from Univer

sity of Waterloo.

David Smith

Vice President, Exploration

Mr. Smith has been in the minerals exploration business for 37 years. His experience includes work in the

U.S., Canada, Mexico, Chile, and China on a wide range of ore deposits with particular empha

sis on gold

and precious metals.

Mr. Smith

has conducted minerals business development; project acquisition;

management of mineral projects through exploration, drilling, resource modeling, and development;

report writing and editing; financial analysis; a

nd sustainability innovations for mining. He is currently

the

Qualified Person

(“

”)

for Kore Mining (TSX

V:KORE), supporting development of the company’s

U.S. gold re

source and

VP Expl

ration for North American Silver, a private U.S. corporation advancin

g a

silver

gold project in Nevada. Up to 2017,

Mr. Smith

served as Manager of Business Development for

Resource Capital Gold (TSX

V:RCG). He was Chief Geologist at Riverside Resources

Inc.

(TSX

V:RRI)

for three years, while also managing Riverside’s $2.25M

, three

year strategic alliance with Hochschild

Mining exploring for orogenic gold deposits in northwestern Mexico and managing Riverside’s Arizona

gold project, later acquired by Croesus Gold/Arizona Metals.

Mr. Smith

supported the founding of

Battery Min

eral Resources as D

rector of Sustainability, North America, helping it to grow to one of the

largest claim holders exploring for cobalt in Canada. He has been involved in founding several startup

exploration companies, including Highlands Metals (zinc in

Tennessee, si

ver in Idaho and Mexico);

Ausgold Resources (gold in California and Australia); and Bristlecone Mining (gold in Papua New

Guinea and Nevada).

Mr. Smith

received a BA in Geology from Carleton College, a MS in Economic Geology from the

Universi

ty of Oregon, and a MBA from Pinchot University. He is a Fellow of the Society of Economic

Geologists and a Certified Professional Geologist with the American Institute of Professional Geologists.

Filing Statement

In connection with the Transaction and pur

suant to TSXV requirements, the

Company

will file a filing

statement on SEDAR, which will contain details regarding the Transaction, the Merger Agreement, the

Concurrent Financing, the

Company

Croesus

and the Resulting Issuer.

About RTB

The Company is a c

apital pool company within the meanings of the policies of the TSXV and does not

have any operations and has no assets other than cash.

The Company

’s business is to identify and evaluate

businesses and assets with a view to completing a Qualifying Transact

ion under the policies of the TSXV.

Forward Looking Information, Disclaimer and Reader Advisory

Not for distribution to United States newswire services or for dissemination in the United States. This

news release does not constitute an offer to sell or a s

olicitation of an offer to buy any of the securities

in the United States. The securities have not been and will not be registered under the United States

Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may n

be offered or sold within the United States or to U.S. Persons unless registered under the U.S.

Securities Act and applicable state securities laws or an exemption from such registration is available.

Completion of the T

ransaction is subject to a number

of conditions, including but not limited to,

TSXV

acceptance and if applicable pursuant to

TSXV

Requirements, majority of the minority shareholder

approval. Where applicable, the Transaction cannot close until the required shareholder approval is

obtained

. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing

statement to be prepared in connection with the

Transaction

, any i

nformation released or received with

respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the

securities of a capital pool company should be considered highly speculative.

The

TSXV

has in no way passed upon t

he merits of the proposed

Transaction

and has neither approved

nor disapproved the contents of this press release.

All information provided in this press release relating to Croesus has been provided by management of

Croesus and has not been independently

verified by management of the Company. Completion of the

Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if

applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where

applicable, the transaction cannot close until the required shareholder approval is obtained. There can be

no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management inform

ation circular or filing

statement to be prepared in connection with the transaction, any information released or received with

respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the

securities of a capital

pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and

has neither approved nor disapproved the contents of this press release. Neither the TSX Venture

Excha

nge 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 release.

This press release contains statements that constitute “forward

looking inf

ormation” (collectively,

“forward

looking statements”) within the meaning of the applicable Canadian securities legislation, All

statements, other than statements of historical fact, are forward

looking statements and are based on

expectations, estimates a

nd projections as at the date of this news release. Any statement that discusses

predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or

performance (often but not always using phrases such as “expects”, or “does n

ot expect”, “is expected”,

“anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”,

“believes” or “intends” or variations of such words and phrases or stating that certain actions, events or

results “may” or “could”

, “would”, “might” or “will” be taken to occur or be achieved) are not statements

of historical fact and may be forward

looking statements. Forward

looking statements contained in this

press release include, without limitation, statements regarding: the te

rms, conditions, and completion of

the Transaction and the Concurrent Financing; use of funds; and the business and operations of the

Resulting Issuer. In making the forward

looking statements contained in this press release, the Company

has made certain

assumptions, including that: due diligence will be satisfactory; the Concurrent Financing

will be completed on acceptable terms; all applicable shareholder, and regulatory approvals for the

Transaction will be received. Although the Company believes that t

he expectations reflected in forward

looking statements are reasonable, it can give no assurance that the expectations of any forward

looking

statements will prove to be correct. Known and unknown risks, uncertainties, and other factors which may

cause the

actual results and future events to differ materially from those expressed or implied by such

forward

looking statements. Such factors include, but are not limited to: results of due diligence;

availability of financing; delay or failure to receive board,

shareholder or regulatory approvals; and

general business, economic, competitive, political and social uncertainties. Accordingly, readers should

not place undue reliance on the forward

looking statements and information contained in this press

release. E

xcept as required by law, the Company disclaims any intention and assumes no obligation to

update or revise any forward

looking statements to reflect actual results, whether as a result of new

information, future events, changes in assumptions, changes in

factors affecting such forward

looking

statements or otherwise.

For more information please contact

the Company’s

Chief Executive Officer, Christopher Tate at

(647) 403

3797 or Croesus’s President, Marc Pais at (416) 565

7689.

13023011.3

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