GOT.V · 2017-04-28 12:00:00

Bitumen Capital Inc Signs LOI with Goliath Resources Limited “Turns to the Golden Triangle”

Corporate Updates

BITUMEN CAPITAL INC.

800, Square Victoria Street, 43rd Floor

Montreal, Quebec H4Z 1H1

NOT FOR DISTRIBUTION TO U.S NEWSWIRE SERVICES OR FOR DISSEMINATION

IN THE UNITED STATES

BITUMEN CAPITAL INC SIGNS LOI WITH GOLIATH RESOURCES LIMITED

“TURNS TO THE GOLDEN TRIANGLE”

Montreal, April 28, 2017 Bitumen Capital Inc. ( TSX-V: B TM.H) (the "Company" or

“Bitumen”), a capital pool company listed on the NEX board (the “NEX”) of the TSX

Venture Exchange (the “Exchange” or the “TSXV”) is pleased to announce that on April

19, 2017 it entered into a non -binding letter of intent (the “LOI”) relating to a proposed

business combination with Goliath Resources Limited (“Goliath”) (the “Transaction”), a

private company incorporated under the Business Corporation s Act (Ontario). The

proposed Transaction is intended to constitute an arm’s length qualifying transaction (the

"Qualifying Transaction") for Bitumen, as defined in Policy 2.4 of the Exchange. Upon

completion of the Qualifying Transaction it is expected that Bitumen will be a Tier II

Mining Issuer and its name changed to Goliath Resources Limited, subject to Exchange

and regulatory approvals.

Goliath has commitments for a non-brokered private placement of $1,2 00,000, and at

the request of Bitumen, it has increased the offering due to strong demand as of April

28, 2017.

Goliath is fully funded to execute its summer exploration programmes on all four of its

properties located in North Western B ritish Columbia located in the Golden Triangle

mining district and area : Lucky Strike, Golddigger, Copperhead and Bingo. A high

resolution SkyTEM survey has been mobilized and the survey is scheduled to begin May

1, 2017 , which w ill be followed by a systematic exploration programme focused on

delineating drill targets on multiple new ly exposed precious metals bedrock discoveries

that have been made on all four properties during the 2016 exploration programmes.

Goliath has purchased an option to earn a 100% interest in all four properties from the

J2 Syndicate, who are project generators and explorers. The J2Syndicate (J2S) has a

proven track record of success es, and are large shareholders of Goliath . They will be

providing the technical and field support for all of Goliath’s exploration programmes.

The J2 Syndicate, includes members of the original team which generated, prospect ed

and staked the Coffee Creek claims in 1998. This exploration group was responsible for

discovering the gold in soil anomaly in 1999 and 2000 that now forms the nucleus of the

Supremo zone. This discovery evolved into a 5-million-ounce gold resource that was

recently bought by Gol dcorp Inc. in 2016 for $520 million. The same team also staked,

explored and generated the Yellow Giant 50 km gold Trend on the Plateau Project new

discovery in the Yukon for Goldstrike Resources Inc. (TSX-V: GSR). GSR has just

completed a $53M agreement with Newmont Mining Corporation. Members of the J2

Syndicate have also received several awards being recognized by its peers in the

industry for original discoveries and achievements.

The Golden Triangle mining district and surrounding area has become one of the most

important metal regions in the world. Recent glacial recession and rapidly diminishing

loss of permanent snow -pack due to global warming has allowed for the discovery of

new bedrock being exposed containing high grade precious metals showings not

previously known. These are unique opportunities located in a world class geologic

setting. This mineral-rich region is already hosts more than 130 million ounces of gold,

800 million o unces of silver, an d 40 b illion pounds of copper in cumulative known

discoveries to date. Some of the significant deposits include: Bruce Jack, Eskay Creek,

Granduc, KSM, Premier, Red Chris and Snip.

Goliath has also completed the purchase of a 10% interest in the DSM Synd icate for

$250,000 (comprising of ~ 60 strong precious metals targets) in North West British

Columbia, generated by the same proven J2 Syndicate team. This will provide Goliath’s

shareholders with more exposure to a different region of British Columbia, and help

diversify its portfolio of assets.

Mr. Roger Rosmus stated “having an exposure to an additional ~60 precious metals

targets, as well as having the Lucky Strike, Golddigger, Copperhead and Bingo

properties, should provide for a steady flow of news and potential non-dilutive capital for

years to come”.

Upon closing and approval of the Transaction, Bitumen will make an application for a

name change to Goliath Resources Limited.

The fully funded exploration programmes in 2017 for Luckystrike, G olddigger,

Copperhead and Bingo, will focus on delineating multiple drill targets on the

bedrock discoveries in preparation for drilling.

The highlights of all four Properties are below:

Lucky Strike

The Lucky Strike covers 14,386 hectares and has road access and is only 3 kilometres

to a major highway and 40 kilometres north of major infrastructure in Terrace BC. The

newly discovered Prosperity Trend measures 650 metres x 250 metres and remains

open in all directions. This discovery was made where bedrock has been exposed due to

receding snowpack. A total of 41 rock grab samples were taken on the Lucky Strike

Property in 2016. Rock grab samples ranged from below detection limit to 24.7 grams

per tonne gold, 188 grams per tonne silver, 2.04 percent copper , 8.34 percent lead and

6.3 percent zinc. There are no assays outstanding.

The source of the placer gold is believed to be attributed to erosion of gold mineralized

bedrock from the immediate area. The property also contains a historic polymetallic

porphyry vein showing with gold grades of 8.8 grams per tonne gold, 2.14 grams per

tonne silver, 3.4% copper. Geophysics and outcrop indicate porphyry under The

Prosperity Trend.

Golddigger

The Golddigger property covers 8,111 hectares and is locat ed on tide water 30

kilometres south east of Stewart BC in the Golden Triangle. The new Lotto discovery

zone contains the Anaconda Vein System that is up to 100 metres wide, and has been

traced for 3.5 kilometres, and remains open. It is strongly mineraliz ed and is a

continuous near-vertical polymetallic vein. It is exposed over a vertical extent of more

than 500 metres, or half a kilometre, and remains open to depth. This discovery was

made where bedrock has been exposed due to recent glacial abatement. This is one of

the largest new vein systems to be discovered in The Golden Triangle. A total of 51 rock

grab samples were taken on the Golddigger property in 2016. Rock grab samples

ranged from below detection limit to 14.6 grams per tonne gold and 2,890 gra ms per

tonne (84.3 ounces per ton) silver. There are no assays outstanding.

Copperhead

The Copperhead property covers 730 hectares and is located 35 kilometres from

Smithers BC and only 6 kilometres to the nearest road and power -line. The newly

discovered Copper King Trend measures 2 kilometres x 350 metres and remains open.

This discovery was made where bedrock has been exposed due to recent glacial

abatement. A total of 41 rock grab samples were taken on the Copperhead Property in

2016. Rock grab samples ranged from below detection limit to 13.8 percent copper, 0.75

grams per tonne gold and 228 grams per tonne silver. There are no assays outstanding.

Bingo

The Bingo prope rty covers 841 Hectares and is only 10 kilometres from Anyox historic

town site, smelter and power dam located in the Golden Triangle. The Bingo Discovery

Trend is more than 1 kilometres long and up to 140 metres wide & remains open. This

discovery was mad e where bedrock has been exposed due to receding snow -pack. A

total of 36 rock samples were taken from various outcrops across the property, of which

15 samples have ranged over 1 grams per tonne gold up to 7.14 grams per tonne, and

19 samples have ranged over 0.1 percent Cu up to 1.6 percent. There are no assays

outstanding.

Sampling Methodology

Note: Rock Grab samples are selective by nature, and are unlikely to represent average

grades on the property.

Sample analysis and assaying for all of J2's projects have been conducted by ALS

Global in Vancouver, BC, which is ISO accredited. Rock samples are crushed to 70%

less than 2 millimeters, and a 250 gram sample is split with a riffle splitter. The split is

pulverized to 85 per cent less than 75 micro ns, and 30 gram charges are then assayed

for gold using fire assay fusion and ICP ‐ES finish with a lower detection limit of 1 ppb,

and an upper detection limit of 10 ppm Au. Samples with gold, silver, copper, lead, or

zinc exceeding the upper detection lev el are reanalyzed the most appropriate method

determined by the lab. Rigorous procedures are in place regarding sample collection,

chain of custody and data entry. Certified assay standards, duplicate samples and

blanks are routinely inserted into the samp le stream to ensure integrity of the assay

process.

Qualified Person

Rein Turna, P. Geo., is a qualified person as defined by National Instrument 43 -101, for

Goliath Resources Limited for its British Columbia exploration projects. He has reviewed

and approved the technical information in this report.

About the Transaction

Pursuant to the terms and conditions of the LOI, Bitumen and Goliath will complete a

business combination by way of a reverse take-over or similar type of transaction and, in

consideration of the proposed combination, Bitumen and Goliath will contribute 100% of

their respective outstanding equity to the Resulting Issuer. Bitumen has agreed that prior

to the Transaction , it will consolidate its issued and outstanding sh are capital on a 2:1

basis (the “Consolidation”) , and that an amount o f no more than $65,000 in debt will

remain and may be carried over post Transaction. Notwithstanding anything to the

contrary provided hereto, Bitumen might have to complete a pre-Transaction financing of

up to $55,000 to settle current indebtedness (the “Bitumen Financing”). The Bitumen

Financing will be completed if necessary on the same terms and conditions as the

Goliath Financing. Upon closing and approval of the Transaction, Bitumen wil l make an

application for a name change to Goliath Resources Limited.

Following the completion of the Transaction, it is contemplated that the current

shareholders of Goliath will own approximately 84.7% of the equity of the Resulting

Issuer, whereas the current shareholders of Bitumen will own approximately 15.3% of

the equity of the Resulting Issuer.

Bitumen’s current market capitalization consists of 13,950,001 outstanding common

shares and 1,315,000 outstanding options.

However, Bitumen has agreed that immediately prior to the Transaction and (unless the

above referenced $55,000 Bitumen Financing is required , it will have a maximum of

7,525,001 common sh ares and 657,500 options outstanding, even if this requires an

increase in the proposed consolidation ratio. Furthermore, Bitumen has agreed that it will

have no more than $65,000 in debt outstanding immediately prior to the Transaction ,

previously referenced as capped maximum, but that it will otherwise be debt-free.

It is contemplated that, i mmediately prior to the Transaction , Goliath’s market

capitalization will consist of approximately 38,650,000 outstanding common shares and

24,500,000 common share purchase warrants, and will be debt free.

Following the completion of the Transaction, it is contemplated that the capital structure

of the Resulting Issuer be comprised of an aggregate number of 49,175,001 issued and

outstanding common shares issued at a price of $0.10 per common share for total

projected valuation of $4,927,500 along with an aggregate number of 28,157,500 issued

and outstanding share purchase warrants and options.

Mr. Roger Rosmus, a resident of Toronto, Ontario currently indirectly beneficially holds a

more than 10% of the issued and outstanding share capital of Goliath and is the sole

controlling shareholder of Goliath.

The Transaction is not a “Non-Arm’s Length Transaction” under the Exchange’s policies.

The shares of the Company will remain halted until the completion of the Transaction.

Financing

At the request of Bitumen, Goliath has increased its financing to a minimum amount of

$1,200,000 due to strong demand as of April 26, 2017. As of the date of this press

release, Goliath has received commitments for an amount of more than $1,200,000.

To help offset the capped debt of $65,000, Bitumen and its affiliates, will undertake to

introduce subscribers (accredited investors as this term is defined in NI 45 -106 with

respect to prospectus exemptions) to provide a minimum of $100,000 in subscription s to

Goliath, in relation to the current non -brokered $1,200,000 financing (the “Financing”)

conducted by Goliath, by the issuance of units (each a “Unit”) being issued at a price of

$0.10 per Unit. Each Unit are to be comprised of one common share in the share capital

of Goliath and one common share purchase warrant entitling each holder to purchase

one common share in the share capital of Goliath for a period of two years following

closing, at an exercise price of $0.15 per common share of Goliath, provided that if at

any time after four months after the closing date and Goliath’s shares have a closing

price equal to or higher than $0.30 per share for ten (10) consecutive trading days on a

listed Public Exchange, Goliath shall thereafter be entitled to give notice to the holders of

said warrants, that the warrants will expire on that date which is twenty (20) days after

the date of notice unless exercised before the expiry of that period, and in such event all

unexercised warrants will expire on the last day of such twenty (20) day period.

With respect to the Financing contemplated hereinabove, Goliath will pay a finder’s fee

to an Arm’s Length party to Goliath by way of a cash payment of an amount of 7% of the

gross proceeds of the Financing and by the issuance of a number of compensation

warrants equal to 7% of the number of Units subscribed for in the Financing, and bearing

the same terms and conditions.

No advances , loans or deposit are to be made between Bitumen and Goliath with

respect to the Transaction , with the only possible exception s being amounts needed to

satisfy payables, during the course of the Transaction, which may be required for audit,

legal and regulatory fees necessary to complete the Transaction , which amounts shall

be determined at a later stage, if necessary.

The gross proceeds of the Financing will be used by Goliath (i) an amount of $300,000

will be used to pay its option to purchase 100% ownership in the described precious

metals propert ies pursuant to the Option Agreement s entered into by Goliath ; (ii) an

amount of $550,000 will be used to engage first year work commitments on said

properties; (iii) an amount of $250,000 will be used to pay the 10% interest due with

respect to the DSM Syndicate purchase as described herein; and (iii) the balance will be

used for general working capital purposes.

Options

Any outstanding options or warrants issued by Goliath and Bitumen shall become

options or warrants of the Resulting Issuer immediately upon completion of the

Transaction.

Bitumen currently has 1,315,000 outstanding options with an exercise price of $0.10

whereas, it is contemplated Goliath will have approximately 24,500,000 common share

purchase warrants with an exercise price of $0.15, said common share purchase

warrants and any other common sh are purchase warrants w ill become common share

purchase warrants of the Resulting Issuer upon completion of the Transaction.

Significant Closing Conditions

Closing and final acceptance of the Transaction are subject to the satisfaction of certain

conditions, as per the terms of the LOI, including the completion of a satisfactory legal

due diligence, the execution of definitive binding agreements between Bitumen and

Goliath, the receipt of all required Exchange and regulatory approvals, the receipt of all

required shareholders’ approvals, the completion of the Goliath Financing, the receipt by

Bitumen of Goliath’s audited financial statements for the most recently completed fiscal

year and unaudited financial statements for the interim quarterly fiscal periods and the

receipt by Goliath of Bitumen’s required audited financial statements for the last two

fiscal years and unaudited financial statements for the interim quarterl y fiscal periods

and the receipt by Bitumen of a compliant NI 43-101 Technical Report from Goliath.

Any condition precedent mentioned herein may be waived with the consent of Goliath

and Bitumen.

There are no guarantees that the Transaction will be completed as proposed or at all.

Board of Directors and Insiders following completion of the Transaction

Upon completion of the Transaction, it is contemplated that the directors, officers,

management and advisory team of the Resulting Issuer shall be as follow:

Roger Rosmus, MBA, Director, Executive Chairman, President, CEO

Mr. Rosmus is a co-founder and President of an independent investment bank Aberdeen

Gould Capital Markets Ltd., a Toronto based Exempt Market Dealer. He has over 25

years of investment banking experience in the public and private sectors, acting as lead

on many mergers, acquisitions and corporate financings. He is also the President and

co-founder of Aberdeen Gould Advisory Services Ltd. that provides corporate advice

encompassing strategic and operational strategies to private and public companies in

the resource and industrial sectors. Previously he was the founder of Aberdeen Gould

Inc., where he successfully completed over 30 M&A transactions, as well as owned and

operated several businesses in a wide variety of industries. Mr. Rosmus holds an MBA

from The University of Western Ontario - Richard Ivey School of Business.

Graham C. Warren, Director and Corporate Secretary, CPA, CMA, CFO

Mr. Warren is a Senior Financial Executive with over 30 years of experience in the

mining, oil and gas, environmental, biotech, service and tech sectors both domestically

and internationally. He has been involved in numerous financings and M&A transactions

for both private and public companies and has guided several companies through the

going public process. Mr. Warren has served as CFO and/or Director of numerous public

companies and is currently the CFO of Pangolin Diamonds Corp. (TSX -V: PAN) and a

reporting issuer Arehada Mining Limited. He is a past director of Changfeng Energy Inc,

Cordoba Minerals Corp, Exile Resour ces Inc., Active Control Technology and Hanfeng

Evergreen Inc. Mr. Warren has had extensive involvement in all facets of organizations

including finance, human resources, sales, marketing and operations and has guided

Boards in their corporate governance obligations.

Michael A. Dehn, Director, B.Sc.

Mr. Dehn has over 25 years of experience in the mining industry. Between 1994 and

2005, he worked as an exploration geologist and later as a Senior Geologist with

Goldcorp Inc. Michael has been a director of publicly traded and private junior mining

companies, with listings on the North American and European stock exchanges. His

expertise lies in grassroots to advanced minerals exploration, marketing and financing

junior companies.

Richard Groome, Director

Mr. Groome is currently, President & Managing Partner at Notre -Dame Capital Inc.,

Partner in Merchant Capital Ventures, Director of Hitlab Inc, Executive Chairman of

Konnect Mobile Communications Inc, CEO of Fabled Copper Corp, and Chairman,

President, Chief Executive Officer & CFO at Bitumen Capital Inc. Mr. Groome has been

involved in the Capital Markets across Canada for over 30 years and in addition to

funding several hundred companies , Mr. Groome was a director of the CDNX Exchange

, the predecessor ex change to the TSX Venture. Mr. Groome received his

undergraduate degree from McGill University in 1981.

Louis Peloquin, Director, BBA, LLB, LLM

Mr. Peloquin is a business consultant combining several specialties, including

transactional law, and has extensive international experience in management, mergers

and acquisitions, corporate development, government relations and corporate finance.

He has developed a solid expertise in natural resources with over ten years’ experience

as senior executive at major mining companies in Canada and the United States. Mr.

Peloquin was a member of the management committees and senior executive of Golden

Star Resources Ltd., a n international mining company based in Denver, and of Quebec

Cartier Mining Company (now Arcelor Mittal Mines Canada).

- Management & Advisors of the Resulting Issuer

Roger Rosmus, MBA, Executive Chairman, President, CEO