Borealis Announces Closing of GOLD BULL Resources Acquisition
Gold Bull Resources Corp.
Suite 717-3030 West Georgia St
Vancouver, BC V6E 2Y3
TSXV: GBRC
Borealis Mining Company Ltd.
410 West Georgia Street, 5th Floor
Vancouver, BC V6B 1Z3
TSXV: BOGO
____________________________________________________________________________________
BOREALIS ANNOUNCES CLOSING OF GOLD BULL RESOURCES ACQUISITION
Vancouver, British Columbia – March 13 , 2025 – Borealis Mining Company Limited
(TSXV: BOGO) (FSE: L4B0) ("Borealis") and Gold Bull Resources Corp. (“Gold Bull”) are pleased
to announce, further to their press release dated December 10, 2024, the closing of the
acquisition by Borealis of Gold Bull and its advanced Sandman Gold project
(the “Transaction”).
Transaction Highlights
• Transaction delivers Borealis shareholders a highly advanced and robust Nevada gold
project with a projected low capex and extremely high IRR and NPV based on the 2023
Preliminary Economic Assessment (PEA), which is highly sensitive to gold prices, that
adds to Borealis’ future production profile.
• Large and underexplored Sandman land package provides exploration upside
opportunity with a number of untested geophysical and geochemical targets.
• The Borealis Mine and Sandman projects are synergistic in that the Borealis ADR facility
can be used to process loaded carbon from the Sandman project as proposed in the
2023 PEA, which dramatically lowers capex and permitting risks.
• Additionally Big Balds project provides an early- stage exploration project proximal to
the operating Bald Mountain gold mine, near Elko, NV.
Kelly Malcolm, President and Chief Executive Officer of Borealis, stated: “This acquisition marks
a major milestone for Borealis, significantly enhancing our future production profile with the
addition of the high- quality Sandman gold project. By leveraging the synergies between
Borealis and Sandman, we are not only strengthening our Nevada asset base but also
optimizing capital efficiency and accelerating our path to meaningful gold production. With a
robust portfolio of advanced and exploration -stage proj ects, Borealis is well- positioned to
deliver long-term value for our shareholders in one of the world’s most prolific jurisdictions. We
welcome the new shareholders to the Borealis journey and look forward to advancing
Sandman towards a Feasibility Study and eventual gold production.”
Transaction Details
The Transaction was completed pursuant to a court-approved plan of arrangement under the
Business Corporations Act (British Columbia) as contemplated in the arrangement agreement
dated December 9, 2024 between Gold Bull and Borealis, and was approved by Gold Bull
shareholders at Gold Bull’s annual general and special meeting which took place on February
28, 2025.
Each common share of Gold Bull (“ Gold Bull Shares ”) was acquired and exchanged for 0.93
common shares of Borealis (“Borealis Shares”) resulting in the issuance of 14,048,403 Borealis
Shares to former Gold Bull shareholders. In addition, Borealis issued an aggregate of 1,302,000
options to acquire Borealis Shares in exchange for the issued and outstanding options to
acquire Gold Bull Shares . The issued and outstanding warrants to acquire Gold Bull Shares
have become exercisable to acquire 4,503,846 Borealis Shares, in accordance with the terms
of such warrants.
Gold Bull Resources Corp.
Suite 717-3030 West Georgia St
Vancouver, BC V6E 2Y3
TSXV: GBRC
Borealis Mining Company Ltd.
410 West Georgia Street, 5th Floor
Vancouver, BC V6B 1Z3
TSXV: BOGO
____________________________________________________________________________________
Upon completion of the Transaction, existing Borealis and Gold Bull shareholders own
approximately 86% and 14% of Borealis, respectively. There were no finders fees payable
pursuant to the Transaction.
The Gold Bull Shares are expected to be delisted from the TSX Venture Exchange (the "TSXV")
as of the close of trading on or around March 14, 2025. Borealis will apply for Gold Bull to cease
to be a reporting issuer under applicable Canadian securities laws.
Information regarding the procedure for the exchange of Gold Bull Shares for Borealis Shares
is provided in Gold Bull's management information circular dated January 24, 2025, related to
Gold Bull’s annual general and special meeting (the " Circular"). The Circular and
accompanying letter of transmittal are available under Gold Bull's SEDAR+ profile
at www.sedarplus.ca.
The listing of the Borealis Shares issued in the context of the Transaction has received final
approval of the TSXV.
Early Warning Report
Pursuant to National Instrument 62- 103 – The Early Warning System and Related Take -Over
Bids and Insider Reporting Issues (“ NI 62 -103”), Borealis has filed an early warning report.
Borealis acquired 15,105,810 Gold Bull Shares in the context of the Transaction (the
“Acquisition”). Prior to the completion of the Acquisition, Borealis did not beneficially own or
control, directly or indirectly, any Gold Bull Shares. Following the completion of the Acquisition,
Borealis now beneficially owns and controls an aggregate of 15,105,810 representing all issued
and outstanding Gold Bull Shares.
The Acquisition was completed for investment purposes in connection with the Transaction.
Borealis will seek the de-listing of the Gold Bull Shares from the TSXV and apply to cease Gold
Bull’s reporting issuer status under Canadian securities laws.
The disclosure in this news release is being issued in accordance with NI 62- 103 in connection
with the filing of an early warning report on Gold Bull’s SEDAR+ profile at www.sedarplus.ca by
Borealis. A copy of the early warning report can be obtained by contacting Kelly Malcolm ( 410
West Georgia Street, 5th Floor, Vancouver, BC V6B 1Z3), at (289) 371-3371.
About Borealis and Gold Bull
Borealis is a gold mining and exploration company focused on exploration and resumption of
production of the Borealis Mine in Nevada. The Borealis Mine is a fully permitted mine site,
equipped with active heap leach pads, an ADR facility, and all necessary infrastructure to
support a heap leach gold mining operation. In addition to the mine, the property, comprised
of 815 unpatented mining claims of approximately 20 acres each totaling approximately 16,300
acres and one unpatented mill site claim of about five acres located in western Nevada, is
highly prospective for additional high- sulfidation gold mineralization. Borealis is led by a
strong board and management team, many of whom have founded, managed, and sold highly
successful mining and exploration companies.
Gold Bull Resources Corp.
Suite 717-3030 West Georgia St
Vancouver, BC V6E 2Y3
TSXV: GBRC
Borealis Mining Company Ltd.
410 West Georgia Street, 5th Floor
Vancouver, BC V6B 1Z3
TSXV: BOGO
____________________________________________________________________________________
Gold Bull’s core asset is the Sandman Project, located in Nevada which has an Indicated
Resource of 433k ounces at 0.73 g/t gold and an Inferred Resource of 61k ounces at 0.58 g/t
gold as per the 2021 43-101 Resource Estimate. Sandman is located 23 km south of the past -
producing Sleeper Mine and boasts excellent large- scale exploration potential. Gold Bull also
owns the Big Balds exploration project, also located in Nevada.
For further information, please contact:
Kelly Malcolm
President and Chief Executive Officer
Office: (289) 371-3371
This news release contains certain “forward -looking information” and “forward -looking
statements”, as such terms are defined under applicable securities laws (collectively,
“forward-looking statements”). Forward -looking statements can be identified by the use of
words and phrases such as “plans”, “expects”, “is expected”, “budget”, “scheduled,” “estimates”,
“forecasts”, “intends”, “anticipates” or “believes” or variations (including negative variations)
of such words and phrases, or state that certain actio ns, events or results “may”, “could”,
“would”, “might” or “will” be taken, occur or be achieved. Forward- looking statements herein
include, but are not limited to, the expected benefits of the Transaction, the delisting of the
Gold Bull Shares from the TSXV; and the application for Gold Bull to cease to be a reporting
issuer in relevant jurisdictions . These forward -looking statements are based on current
expectations and are subject to known and unknown risks, uncertainties and other factors,
many of which are beyond Borealis’ and Gold Bull’s ability to predict or control and could
cause actual results to differ materially from those contained in the forward- looking
statements. Specific reference is made to Borealis’ and Gold Bull’s respective most recent
annual management discussion and analysis on file with certain Canadian provincial
securities regulatory authorities for a discussion of some of the factors underlying forward -
looking statements, which include, without limitation, volatility in the prices of gold, changes
in debt and equity markets, the uncertainties involved in interpreting geological data,
increases in costs, environmental compliance and changes in environmental legislation and
regulation, interest rate and exchange rate fluctuations, gener al economic conditions and
other risks involved in the mineral exploration and development industry. Readers are
cautioned that the foregoing list of factors is not exhaustive of the factors that may affect the
forward-looking statements.
All forward-looking statements herein are qualified by this cautionary statement. Accordingly,
readers should not place undue reliance on forward-looking statements. Neither Borealis nor
Gold Bull undertakes any obligation to update publicly or otherwise revise any forward-
looking statements whether as a result of new information or future events or otherwise,
except as may be required by law. If Borealis and / or Gold Bull does update one or more
forward-looking statements, no inference should be drawn that it will make additional
updates with respect to those or other forward-looking statements.
Gold Bull Resources Corp.
Suite 717-3030 West Georgia St
Vancouver, BC V6E 2Y3
TSXV: GBRC
Borealis Mining Company Ltd.
410 West Georgia Street, 5th Floor
Vancouver, BC V6B 1Z3
TSXV: BOGO
____________________________________________________________________________________
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is
defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy
or accuracy of this release.