Bullion Gold Enters into Binding Letter of Intent with Vertical Designs (B.C.) Ltd. for a Proposed Reverse Takeover
BULLION GOLD RESOURCES CORP.
1030 West Georgia Street, Suite 1300
Vancouver, BC, V6E 2Y3
Bullion Gold Enters into Binding Letter of Intent with Vertical Designs (B.C.) Ltd. for a Proposed
Reverse Takeover
VANCOUVER, B.C., July 10, 2020 – Bullion Gold Re sources Corp. (TSX -V: BGD.H) (the
“Company” or “Bullion”), it has pleased to announce that it has entered into a binding letter of intent
(the “Letter of Intent ”) effective July 8, 2020, which sets out the basis terms for the acquisition by the
Company of Vertical Designs (B.C.) Ltd. (“ Vertical Designs”) in exchange for common shares in the
capital of the Company (the “ Transaction”). The Transaction is expected to be via a business
combination or other similarly structured transaction which will constitute a reverse takeover (a “RTO”)
under the rules and policies of the TSX Venture Exchange (the “ TSXV”). Upon completion of the
Transaction, the Company’s business will be that of Vertical Designs.
Vertical Designs (B.C.) Ltd.
Vertical Designs is an arm’s -length BC-based private company that operates in the progressive vertical
farming arena using patented vertical farming technology designed by Affinor Growers Inc. (CSE: AFI).
The technology allows Vertical Designs to produce top quality, boutique packaged, pesticide-free herbs,
fruits and vegetables that can be grown year around without the threat of seasonal changes or extreme
weather conditions. Vertical Designs strives to meet the demands of North America’s largest retailers.
Vertical Designs’ primary assets include: (i) a Greenhouse Lease with all leaseholds installed ready to
produce; (ii) Affinor Growers License for the City of Abbottsford ; (iii) Software & PLC Hardware for
Automation; (iv) sixteen Vertical Towers; (v) Designed Soil Comp osites; (vi) Trademark and copyright
label of Eco Spirit Design; (vii) Letters of Intent for sales to be bid on by one of Canada’s largest retailers
and a well-known distributor wholesaler; and (viii) cash of not less than $500,000.
Bullion Gold Resources Corp.
The Company exists under the laws of Britis h Columbia, is a reporting issuer in British Columbia and
Alberta, and its common shares are listed on the NEX board of the TSXV. The Company was previously
involved in the identification, exploration and development o f viable mineral properties in British
Columbia but has since elected to undergo a change of business.
Proposed Acquisition
The Company and Vertical Designs have entered into the Letter of Intent which sets out the basic terms
and conditions pursuant to which the proposed Transaction will be completed. The Transaction is subject
to the parties successfully entering into a definitive agreement (the “ Definitive Agreement”), which will
contain customary terms and conditions for transactions similar to the Tr ansaction. The Letter of Intent
contemplates other material conditions precedent to closing of the Transaction (the “ Closing”), including
customary due diligence and the approval of the Company’s board of directors and the TSXV.
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It is anticipated tha t Closing will involve, among other t hings, the following steps, which may b e
amended if the parties mutually agree that such form would better satisfy their objective (including but
not limited to, tax efficiency to the parties):
• receipt of shareholder and director approval;
• receipt of all regulatory approvals relating to the Tr ansaction, including, without limitation, the
approval of the TSXV;
• the shareholders of Vertical will each receive one common share in the capital of the Company
with a deemed val ue of $0.05 (the “ Consideration Shares”) in exchange for their common shares
in the capital of Vertical Designs (the “ Purchased Shares”) on the basis of one (1) Consideration
Share for each Purchased Share, for a total of up to 40,000,000 Consideration Shares; and
• each of the parties shall h ave ex ecuted, delivered and performed t heir respective covenants as
outlined in the Definitive Agreement, and all representations and warranties of each party
contained in the Definitive Agreement shall be true and correct at the time of Closing.
The Company may also undertake a financing (a “Concurrent Financing”), on terms mutually agreed to
by the Company and Vertical Designs, to meet the TSXV’s listing requirements. If the Company
undertakes a Concurrent Financing further details will be provided in a subsequent press release.
Summary of Proposed Directors and Officers
It is currently anticipated that, following Closing, the Company’s board of directors and management will
consist of the current directors and officers of the Company:
• Chris Cooper, director, CEO;
• Randy Minhas, CFO;
• Dennis Marsden, director;
• Peter Ball, director; and
• Jeff Sopatyk, director.
Chris Cooper
Chris Cooper has over 20 years of extensive business experience in all facets of corporate deve lopment,
senior management, finance and ope rations, in both the private and public sectors. His experience
includes spearheading growth strategies, financial reporting, quarterly and annual budgets, overseeing
corporate administration, while achieving comp any objectives and maintaining inter nal cos t controls.
Chris has held a Dire ctor position in several private and public companies over the past 20 years. He
received his Bachelor of Business Administration from Hofstra University and his Master’s in Busine ss
Administration from Dowling College in New York.
Randy Minhas
Randy Minhas is a Chartered Professional Accountant and a Chartered Director with extensive finance
experience in the technology, manufacturing and resources industries. Mr. Minhas has served as Director,
Chief Financial Offi cer and Controller for several publicly traded companies since 20 11 focusing on
forecasting, business development, development of internal controls and complete financial reporting
services. Mr. Minhas currently serves a s the Lead Independent Director and Audit Committee Chair of
Clean Seed Capital Corp., a publicly lis ted entity in the agriculture industry. In addition, Mr. Minhas is
currently serving as an executive on several publicly traded companies, including President and CEO of
Affinor Growers Inc.
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Dennis Marsden
Dennis Marsden brings a 30 history of finance, business development, governance and human resources
including oversight of operations with over $4.0 billion in assets. As President of Clean Air Organics Ltd,
Mr. Marsden is leading his team wi th an industry leading odourless green waste management system that
converts green waste to a grade A soil amendment product within 3 weeks. The principal of True North
Business Consultation Ltd., Mr. Marsden provid es strategic and operational services to a variety of
companies In his capacity as an elected official in the City of Coquitlam in the Metro Vancouver region,
he maintains a Board position on the Performance an d Audit Committee for the Regional District wi th
oversight on annual operating budgets in excess of $800 million as well as the 5year capital project
budget of $4.0 Billion. He has served as Chair of the Economic Development Advisory Committee, Co -
Chair of the Tri Cities Healthier Community Committee, and served on the Fraser Health – North Fraser
Municipal group as well as the city’s Tax Role Review Committee. Mr. Marsden past board experience
includes serving as Chair for the Kwikwetlem First Nation Enter prises in 2016 and also served as a
director of the British Columbia Chamber of Commerc e – representing over 5500 businesses. He also
served as chairman of the board of the Tri Cites Chamber of Commerce and as the treasurer of the Eagle
Ridge Hospital Foundation from 2006-2013.
Peter Ball
Peter Ball brings over 30 years of experience as a mining professional at all levels of leadership.
Throughout Mr. Ball’s career, he has held various senior management roles with international precious
metals mining comp anies in corporate finance, securities trading , mine engineering, business
development, corporate communications, public relations and marketing functions throughout North and
South America, Asia, and Europe. Mr. Ball began his career in the late 1980s wor king as a mining
engineer, a technical representative, and in various management and se nior executive roles for numerous
companies including Redstar Gold, Columbus Gold, Hudson Bay Mining & Smelting, Echo Bay Mines
Ltd., RBC Dominion Securities, Eldorado G old Corp. Mr. Ball is a graduate of the Hailey bury School of
Mines, Georgian Business C ollege, UBC’s Canadian Securities Course, is a member of CIMM and
currently Director of Searchlight Resources Inc. and Bullion Gold Resources Corp.
Jeff Sopatyk
For the past 37 years, Jeff Sopatyk has been farming in the Saskatoon, Saskatchewan area. Mr. Sopatyk
has a diploma in Agriculture from the University of Saskatchewan and twenty -five years ago he
established a commercial seed growing business as a pedigree and Select Status seed grower. Mr. Sopatyk
has been growing a wide array of seed crops including wheat, canola, barley, lentils, peas, hemp, and faba
beans on his 7,000 acre farm and has cooperated with several researchers from the University of
Saskatchewan ov er the years focusing on farm research, enviro nmental issues, germ plasm trials,
inoculants, fertilizers, and plant breeding programs. Mr. Sopatyk has served as a director of the
Saskatchewan Pulse Growers Association as well as a Director of Pulse Canada for several years and
believes that Sustainabi lity of Agriculture is crucial, with the world population expecting to rise
dramatically.
Nick Brusatore
On closing of the Transaction, it is contemplated that Nick Brusatore will become an Insider by virtue of
his shareholdings in the Company.
Mr. Brusatore is known globally as a top design er and leader in vertical farming technology. He was the
Chairman of the Applied Research Committee for BCIT for several years, and was nominated for the
AGRI award of e xcellence for Canada in 2012. Mr. Brusatore i s an authority in growing technologies
and was a keynote speaker at the International Conference on Marijuana in New York City and head
moderator at a similar event in San Francisco. He often sits on discussion panels as an expert in this
industry. Mr. Brusatore is the original designer of Terra sphere Systems, which started in 2001, and he is
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currently the major shareholder and designer of Vertical Designs Ltd., started in 2010. Mr. Brusatore
brings over 14 yea rs of experience in AGRI designs, plant physio logy and expertise in the manipulation
of metabolic pathways to achieve organic chemistry. Mr. Brusatore has also worked in the biotech sector,
growing transgenic tobacco for a large pharmaceutical giant as we ll as transgenic safflower to create
insulin for medical use
Additional directors an d officers, as mutually agreed to by the Company and Vertical Designs, may be
appointed. The details with regard to the appointment of additional directors or officers, if any, will be
provided in a subsequent press release.
Sponsor
The proposed Transact ion is subject to the sponsorship requirements of the TSXV unless a waiver or
exemption from the sponsorship requirement is available. If required, a sponsor will be ide ntified at a
later date and will be announced in a subsequent press release of the Comp any. An agreement to sponsor
should not be construed as an assurance with respect to the merits of the Transaction or the likelihood of
completion of the Transaction.
Trading in Company Shares
Trading in the Company’s shares has been halted in compliance with the policies of the TSXV. Trading
in the Company’s shares will remain halted pending the review of the proposed Transaction and
satisfaction of the conditions of the TSXV for resumption of trading. It is unli kely that trading in the
shares of the Company will resume prior to Closing.
Disclosure and Caution
Further details about the proposed Transaction and the resulting issuer will be provided in a
comprehensive p ress release when the parties enter into a Def initive Agreement and in the disclosure
document to be prepared and filed in respect of the Transaction. Investors are cautioned that, except as
disclosed in the disclosure document, any information released or received with respect to the transaction
may not be accurate or complete and should not be relied upon.
All information provided in this press release relating to Vertical Design has been provided by
management of Vertical Design and has not been independently verified by management of the Company.
As the date of this press release, the Co mpany has not completed a Definitive Agreement with Vertical
Design and readers are cautioned that there can be no assurances that a Definitive Agreement will be
executed, or that the Transaction will be completed.
For further information, please contact the Company at (604) 307-8290 or visit www.bulliongold.ca.
ON BEHALF OF THE BOARD OF DIRECTORS
“Chris Cooper”
________________________________
Chris Cooper
President and CEO
Completion of the proposed tra nsaction is subject to a number of condit ions, including TSX -V acceptance and
disinterested shareholder approval. 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 disclosure document to be prepared in connection with the
transaction, any information released or received with respect t o the Acquisition may not be accurate or compl ete
and should not be relied upon. Trading in securities of the Company should be considered highly speculative.
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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 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 release.
This news release contains forward-looking information, which involves known and unknown risks, uncertainties
and other factors that may cause actual events to differ materially from current expectation. Important factors -
including the availability of funds, the results of financing efforts and the parties’ due diligence reviews and general
market conditions; the parties being able to obtain the necessary corporate, regulatory and other third parties
approvals; and licensing and other risks associated with regulated cannabis entities -- that could cause actual
results to differ materially from the Company's expectations are disclosed in the Company's documents filed from
time to time on SEDAR (see www.sedar.com). Readers are cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the date of this press release. The Company disclaims any intention or
obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.