Bitumen Capital Inc. Enters into Definiti Ve Agreement with Goliath Resources Limited FOR Qualifying Transaction
BITUMEN CAPITAL INC.
BITUMEN CAPITAL INC. ENTERS INTO DEFINITI VE AGREEMENT WITH
GOLIATH RESOURCES LIMITED FOR QUALIFYING TRANSACTION
August 1, 2017 - Montreal, Quebec – Bitumen Capital Inc. (TSXV: BTM.H) (" Bitumen")
is pleased to announce that it has entered into a definitive acquisition agreement (the
"Agreement") with Goliath Resources Limited, a corporation existing under the provincial laws of
Ontario ("Goliath"), which outlines the terms and c onditions pursuant to which Bitumen and
Goliath will complete the transaction that will result in a reverse take-over of Bitumen by the
shareholders of Goliath (the "Transaction"). The Agreement was negotiated at arm's length and is
effective as of August 1, 2017. Further information regarding the proposed Transaction is contained
in Bitumen's press release dated April 28, 2017.
The Transaction is subject to requisite regulat ory approval, including the approval of the TSX
Venture Exchange (the "TSXV").
Trading in the common shares of Bitumen has been halted. It is unlikely that the common
shares of Bitumen will resume trading un til the Transaction is completed and approved by the
TSXV.
For further information regarding the Transaction, please contact:
Mr. Richard Groome,
President and Chief Executive Officer,
Bitumen Capital Inc.
(514) 402 4405
Completion of the Transaction is subject to a number of conditi ons, including but not limited to,
TSXV acceptance and if applicable pursuant to TS XV 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 w ith the Transaction, any information released or
received with respect to the Transaction may no t 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 the merits of the proposed Trans action and has neither
approved nor disapproved the contents of this press release.
Cautionary Statements
Certain statements contained in this press release constitute forward-looking information. These
statements relate to future even ts or future performance. The use of any of the words "could",
"intend", "expect", "believe", "will", "project ed", "estimated" and similar expressions and
statements relating to matters that are not historical facts are intended to identify forward-looking
information and are based on Bitumen's current belief or assumptions as to the outcome and timing
of such future events. Actual future results may differ materially. In particular, this release contains
forward-looking information relating to the Transaction and obtaining the requisite approval of the
TSXV. Various assumptions or factors are typically applied in drawing conclusions or making the
forecasts or projections set out in forward-looking information. Those assumptions and factors are
based on information currently available to Bitumen. The material factors and assumptions include
the parties to the Transaction be ing able to obtain the necessary director, shareholder and
regulatory approvals; TSXV policies not changing; and completion of satis factory due diligence.
Risk factors that could cause ac tual results or outcomes to diffe r materially from the results
expressed or implied by forward-looking info rmation include, among other things: conditions
imposed by the TSXV, the failure to obtain the required directors' and shareholders' approval to the
Transaction; changes in tax laws, general economic and business conditions; and changes in the
regulatory regulation. Bitumen cautions the reader that the above list of risk factors is not
exhaustive. The forward-looking information contained in this release is made as of the date hereof
and Bitumen is not obligated to update or revise any forward-looking information, whether as a
result of new information, future events or otherw ise, except as required by applicable securities
laws. Because of the risks, uncer tainties and assumptions contained herein, investors should not
place undue reliance on forward-looking information. The foregoing statements expressly qualify
any forward-looking information contained herein.