Borealis Mining Announces Acquisition of GOLD BULL Resources
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 MINING ANNOUNCES ACQUISITION OF GOLD BULL RESOURCES
Toronto, Ontario – December 10, 2024 – Borealis Mining Company Limited ( TSXV: BOGO )
(“Borealis”) and Gold Bull Resources Corp. (TSXV: GBRC) (“Gold Bull”) are very pleased to announce that
they have entered into a definitive agreement signed on December 9th, 2024 (the “Agreement”) whereby
Borealis will acquire all of the issued and outstanding shares of Gold Bull (“ Gold Bull Shares”) pursuant
to a plan of arrangement (the “ Transaction”), adding high-margin ounces in Nevada to Borealis’ future
gold production profile on its goal to become a mid-tier gold producer.
Transaction Highlights
• Transaction delivers Borealis shareh olders a highly advanced and robust Nevada gold project
with a low capex and extremely high IRR and NPV, particularly at today’s gold prices, that adds
to Borealis’ future production profile.
• Transaction delivers Gold Bull shareholders a significant premium with an acquisition price of
approximately $0.60 per Gold Bull share or a ratio of 0.93 Borealis Shares for each Gold Bull share,
based on a 20-day volume weighted price average.
• 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.
Kelly Malcolm, CEO of Borealis, stated: “ We have been very interested in Gold Bull and in particular the
Sandman project for many months now . Our team has internally validated both the existing 2021
mineral resource and the economics presented in the 2023 PEA and have seen potential near -term
upside opportunities in both. The Sandman project benefits from a great location close to Winnemucca,
NV, strong historical and recent metallurgical results, a massive historical dataset, and robust proximal
infrastructure. We look forward to rapidly advancing the project to production, especially in light of the
sensitivity analysis of the 2023 PEA which shows very exciting economics at current gold prices. Next
steps will be validation of historical metallurgical results, which indicate non- refractory and readily
recoverable gold mineralization, initiation of a Feasibility Study, and concurrent permitting. We hope to
welcome existing Gold Bull shareholders to the Borealis journey, pending completion of the transaction,
as we seek to grow into an established Nevada-focused gold producer.”
Cherie Leeden, CEO of Gold Bull, stated: “We reviewed and analyzed numerous companies for potential
mergers, and of those, Borealis stood out to us as the ideal partner. The Borealis board boasts extensive
experience in planning, financing, building and operating mines. The merger allows our shareholders
to maintain exposure to our Sandman and Big Balds Projects through a meaningful ownership stake
in the combined company while gaining exposure to the Borealis Mine which is a fully permitted and
near term producing gold asset, also located in Nevada. We are convinced that combining forces with
Borealis will unlock significant value for all shareholders, as Borealis has committed to advance the
Sandman Project through to Feasibility Study with the aim of getting Sandman into production as soon
as possible. The intended outcome is to build the combined entity into a mid-tier gold producer. Today
represents a significant milestone for all Gold Bull stakeholders and I would like to thank them for their
support over the years, during a difficult period in the junior gold market.”
Benefits to Borealis Shareholders
• Acquisition of an advanced PEA -level project in Nevada at a cost of US$ 14.6 per indicated oz of
gold. Adds 433,000 Indicated and 60,800 Inferred gold ounces to the Borealis portfolio.
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
____________________________________________________________________________________
• The current (2023) Sandman PEA envisions a low initial Capex (US$31.5 million) operation with an
IRR of 81% (post-tax), and NPV of US$121 million (post-tax 6% discount rate) delivering an average
annual gold production of 37.9k oz of gold and average annual free cash flows (post- tax) of
US$22.9 million, at a price of US$1,800/oz of gold.
• The PEA envisions a scenario where a simple heap leach operation is built at Sandman and
loaded carbon is shipped to an external ADR facility to process into dor é bars. The Borealis ADR
facility is fully permitted and fully equipped to process external carbon, thus resulting in the low
projected Capex.
• Internal review of the Sandman resource model and economic scoping study shows immediate
upside opportunities.
• Large and underexplored Sandman land package provides exploration upside opportunity with
a number of untested geophysical and geochemical targets.
• Additional Big Balds project provides an early-stage exploration project proximal to the Bald Hills
gold mine near Elko, NV.
Benefits to Gold Bull Shareholders
• Immediate and significant upside for Gold Bull shareholders with an acquisition price of
approximately $0.60 per Gold Bull share representing a significant premium of 86.3 % to Gold
Bull’s 30-day VWAP and 71.1% to the 90-day VWAP.
• Share ratio of 0.93 Borealis Shares for each Gold Bull share, based on a Borealis 20-day volume
weighted price average.
• Meaningful ownership in the combined entity providing continued exposure to Sandman and
Big Balds as well as to Borealis’ fully permitted Borealis Mine.
• Increased trading liquidity, capital markets presence, and enhanced combined value proposition.
• Near-term revenue generation from the Borealis Mine may limit future dilution.
• Combined entity creates increased financing options to advance Sandman to production
Transaction Details
Pursuant to the Transaction, each common share in Gold Bull will be acquired and exchanged for 0. 93
Borealis common shares ( “Borealis Shares”) resulting in the issuance of approximately 13. 8 M Borealis
Shares. Upon completion of the arm ’s length Transaction, existing Borealis and Gold Bull shareholders
will own approximately 86% and 14% of Borealis, respectively. There are no finders fees payable pursuant
to the Transaction.
The Transaction will be completed pursuant to a court -approved plan of arrangement under the
Business Corporations Act (British Columbia) . The consummation of the Transaction is subject to a
number of conditions customary to transactions of this nature, including, among others, the adoption of
a resolution approving the Transaction at a special meeting of Gold Bull shareholders (the “Meeting”) by:
(i) at least 66⅔% of votes cast by Gold Bull shareholders present in person or represented by proxy at the
Meeting; and (ii) a majority of the votes cast by Gold Bull shareholders present in person or represented
by proxy at the Meeting, excluding votes attached to any particular shareholder as required under
Multilateral Instrument 61 -101 - Protection of Minority S ecurity Holders in Special Transactions (“MI 61-
101”).
MI 61-101 provides that, in certain circumstances, where a “related party” (as defined in MI 61 -101) of an
issuer is entitled to receive a “collateral benefit” (as defined in MI 61 -101) in connection with an
arrangement transaction such as the Transaction, such transaction may be considered a “business
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
____________________________________________________________________________________
combination” for the purposes of MI 61 -101 and subject to minority shareholder approval requirements.
However, there are certain exceptions to these requirements. An independent committee of Gold Bull’s
Board, will conduct a “collateral benefit” assessment and applicable disclosure and any vote exclusions
will be disclosed in the information circular for the Meeting.
Gold Bull expects to hold the Meeting in late January or early February 2025 and the Transaction is
expected to close shortly thereafter, subject to court approvals and other customary closing conditions.
In addition to shareholder and court approvals, the Transaction is also subject to, among other things,
obtaining customary regulatory approvals including applicable court and stock exchange approvals.
Further details regarding the terms and conditions of the Transaction are set out in the Agreement,
which will be publicly filed by Gold Bull and Borealis under their respective SEDAR+ profiles at
www.sedarplus.ca. Additional information regarding the terms of the Agreement and the background of
the Transaction will be provided in the information circular for the Meeting, which will also be filed on
Gold Bull’s SEDAR+ profile at www.sedarplus.ca.
Sandman Project Overview
The recent 2023 Preliminary Economic Assessment (PEA) considered a conventional heap leach mining
operation targeting 38,000 ounces of gold produced per annum over a 9-year operation. Given the nature
of the Sandman deposits (outcropping), a 2.2 Mtpa production rate and very low strip ratio of 2.2:1 extracts
an average gold grade of 0.73 g/t Au (majority oxide). The economics for this scenario are very robust,
with an 81% IRR (post -tax) and NPV (post -tax and 6% discount rate) of US$121M, with only a 1.3 yea r
payback period (post-tax) (Table 1).
The capital required to build the proposed mining operation is very modest at an initial pre -production
capital of US$31.5 M and Phase 2 Capital of US$19.7M, paid by Phase 1 mining revenues. Total LOM capital
is US$51.3M, for an all-in sustaining cost of US$1,337 per ounce of gold (post-tax).
Sandman’s economics are highly sensitive to the gold price. The 2023 PEA used a gold price of US$1800.
As determined in the sensitivity study completed as part of the PEA, at a gold price of US$2600, the NPV
jumps dramatically from US$121M to US$323.1M with an IRR of 171.9% all on a post-tax basis (Table 2).
In December 2020, Gold Bull purchased the Sandman Project from Newmont. Gold mineralization was
first discovered at Sandman in 1987 by Kennecott and the project has been intermittently explored since
then. There are four known pit constrained gold resources located within the Sandman Project,
consisting of 21.8Mt @ 0.7g/t gold for 494,000 ounces of gold; comprising of an Indicated Resource of
18,550kt @ 0.73g/t gold for 433kozs of gold plus an Inferred Resource of 3,246kt @ 0.58g/t gold for 61kozs
of gold (Table 3). Several of the resources remain open in multiple directions and the bulk of the historical
drilling has been conducted to a depth of less than 100m. Sandman is conveniently located circa 30 km
northwest of the mining town of Winnemucca, Nevada. Over its history, more than USD$30 million has
been spent on the project and there is a comprehensive Plan of Operations for Exploration in place
allowing for immediate exploration across the entire project.
Table 1: 2023 Sandman PEA Summary (all numbers in US Dollars)
Gold Price $1,800/oz Au
After-tax NPV (6%) $121 million
After-tax IRR 81%
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
____________________________________________________________________________________
Payback Period 1.3 years
Initial Capital $31.6 million
Sustaining Capital $19.7 million
Average Annual Payable Gold Production 37.9k oz
Initial Mine Life 9 years
LOM All In Sustaining Cost per oz gold payable $1,337
LOM All-in sustaining per oz gold payable (“AISC”) $1,286
After Tax Average Annual Free Cashflow $22.9 million
After-tax Cumulative Undiscounted Free Cash Flow $174.7 million
Table 2: Sensitivity Study Results from 2023 PEA
Gold Price (USD) NPV@6% (after-tax) IRR (after-tax)
$1,600 $70.5M 55.1%
$1,800 $121.0M 80.9%
$2,000 $171.5M 104.7%
$2,200 $222.0M 127.6%
$2,400 $272.6M 149.9%
$2,600 $323.1M 171.9%
$2,800 $373.6M 193.6%
$3,000 $424.1M 215.2%
Table 3: 2021 Sandman Resource Estimate
Category Cut-off Grade
(g/t Au)
Tonnes (t) Au (g/t) Contained Au (ozs)
INDICATED
Oxide 0.15 12,991,000 0.63 265,100
Fresh/Unoxidized 0.30 5,559,000 0.94 167,900
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
____________________________________________________________________________________
INFERRED
Oxide 0.15 2,377,000 0.46 35,500
Fresh/Unoxidized 0.30 869,000 0.91 25,300
TOTAL INDICATED 18,550,000 0.73 433,000
TOTAL INFERRED 3,246,000 0.58 60,800
• Mineral Resources have an effective date of January 20, 2021. The Qualified Person responsible
for the Mineral Resource estimate is Mr. Steven Olsen.
• Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
• Inferred mineral resources are that part of a mineral resource for which the grade or quality are
estimated on the basis of limited geological evidence and sampling. Inferred mineral resources
do not have demonstrated economic viability and may not be conv erted to a mineral reserve. It
is reasonably expected that the majority of Inferred mineral resources could be upgraded to
Indicated mineral resources with continued exploration.
• Rounding may result in apparent differences when summing tonnes, grade and contained metal
content. Tonnage and grade measurements are in Metric units. Contained metal is reported as
troy ounces.
The full report, “Preliminary Economic Assessment (Scoping Study) & MRE, NI43 -101 Technical Report,
Sandman Gold Property, Nevada, USA” (June 9, 2023) authored by J. Eastman et al is available to
download from Gold Bull’s SEDAR+ profile or on their website at https://goldbull.ca/technical-report/ .
Kelly Malcolm, P. Geo., Borealis’ CEO has reviewed the 2023 Gold Bull technical report. To the best of
Borealis’ knowledge, information, and belief, there is no new material scientific or technical information
that would make the disclosure of the mineral resources included in that technical report inaccurate or
misleading.
Board of Directors’ Recommendation
The Transaction has been unanimously approved by the boards of directors of Borealis and Gold Bull. The
Gold Bull board of directors is unanimously recommending that Gold Bull shareholders vote in favour of
the Transaction.
Prior to entering into the Agreement, the Gold Bull Board of Directors, with the assistance of its financial
and legal advisors, assessed the relative benefits and risks of various alternatives to the Transaction and
Gold Bull’s Board determined that the Transaction was in the best interests of Gold Bull. The Gold Bull
Board of Directors retained RwE Growth Partners Inc. to prepare a fairness opinion to the holders of Gold
Bull Shares. RwE Growth Partners Inc. delivered an oral opinion to the Gold Bull CFO that, as of December
2nd, 2024, and subject t o the assumptions, limitations and qualifications to be included in the formal
fairness opinion, that the consideration to be paid under the Transaction is fair from a financial point of
view to the holders of Gold Bull Shares.
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
____________________________________________________________________________________
Advisors
Irwin Lowy LLP is acting as Borealis’ legal advisor.
RwE Growth Partners Inc. provided Gold Bull with an oral fairness opinion. Cozen O’Connor LLP is acting
as Gold Bull’s legal advisor.
About Gold Bull
Gold Bull’s mission is to grow into a US-focused mid-tier gold exploration and development company via
rapidly discovering and acquiring additional ounces. Gold Bull’s exploration hub is based in Nevada, USA,
a top-tier mineral district that contains significant historical production, existing mining infrastructure
and an established mining culture. Gold Bull is led by a Board and Management team with a track record
of exploration and acquisition success. Gold Bull’s core asset is the Sandman Project, locat ed in Nevada
which has a 494,000 oz gold resource as per a 2021 43-101 Resource Estimate. Sandman is located 23 km
south of the Sleeper Mine and boasts excellent large-scale exploration potential. Gold Bull also owns the
Big Balds exploration project, also located in Nevada.
About Borealis
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 minesite, 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 751 unpatented mining claims of
approximately 20 acres each totalling approximately 15,020 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.
About the Borealis Mine Project
The Borealis mine property, located close to the town of Hawthorne, NV, is fully permitted and equipped
for present mine operations and future expansion, with existing open pits, heap leach pads, modern
infrastructure, and a functional ADR facility which produces doré bars. The project has historically
produced over 600,000 ounces of gold from an open pit heap leach operation. It is an under -explored
property and has not been drilled since 2011. The property possesses high grade expansion potential with
excellent historical drilling results, along with a number of untested regional targets.
Qualified Person and QA&QC
The scientific and technical content of this news release was reviewed, verified, and approved by Kelly
Malcolm, P.Geo., Chief Executive Officer of Borealis , and a Qualified Person as defined by Canadian
Securities Administrators’ National Instrument 43-101 - Standards of Disclosure for Mineral Projects.
The scientific and technical content of this news release was also reviewed, verified, and approved by
Cherie Leeden, B.Sc Applied Geology (Honours), MAIG, Chief Executive Officer of Gold Bull, and a Qualified
Person as defined by Canadian Securities Administrators’ National Instrument 43 -101 - Standards of
Disclosure for Mineral Projects.
For further information, please contact:
Kelly Malcolm
President and CEO, Borealis Mining
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
____________________________________________________________________________________
Office: (289) 371-3371
OR
Cherie Leeden
President and CEO, Gold Bull Resources
Office: (778) 401-8545
Cautionary Note - Forward-Looking Statements
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 actions,
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 , statements
with respect to the consummation and timing of the Transaction; approval by Gold Bull’s shareholders;
the satisfaction of the conditions precedent of the Transaction; timing, receipt and anticipated effects
of court, regulatory and other consents and approvals and the strengths, characteristics and potential
of the Transaction. 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, general 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.
This press release includes market, industry and economic data which was obtained from publicly
available sources and other sources believed by each of Borealis and Gold Bull to be true. Although each
of Borealis and Gold Bull believes it to be reliable, it has not independently verified any of the data from
third party sources referred to in this press release, or analyzed or verified the underlying reports relied
upon or referred to by such sources, or ascertained the underly ing economic and other assumpt ions
relied upon by such sources. Borealis and Gold Bull believes that its market, industry and economic data
is accurate and that its estimates and assumptions are reasonable, but there can be no assurance as
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
____________________________________________________________________________________
to the accuracy or completeness thereof. The accuracy and completeness of the market, industry and
economic data used throughout this presentation are not guaranteed and each of Borealis and Gold
Bull does not make any representation as to the accuracy or completeness of such information.
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.