Goliath Announces Closing of Qualifying Transaction
GOLIATH RESOURCES LIMITED
NOT FOR DISTRIBUTION TO U.S NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
GOLIATH ANNOUNCES CLOSING OF QUALIFYING TRANSACTION
Toronto, ON – October 12, 2017 – Goliath Resources Limited (formerly Bitumen Capital
Inc.) (NEX: BTM.H) (the "Company") is pleased to announce that yesterday on October
11, 2017, it closed its previously announ ced business combination (the " Transaction")
with Goliath Resources Inc. (formerly Goliath Resources Limited) (" Goliath"). The
Transaction consisted of the acquisition by the Company of all of the issued and
outstanding securities in the capital of Golia th by way of a three-cornered amalgamation,
pursuant to which a wholly-owned subsidiary of the Company amalgamated with Goliath.
As part of the Transaction, the Company changed its name from "Bitumen Capital Inc." to
"Goliath Resources Limited" and cons olidated its common shares (the " Consolidation")
on the basis of 1.67 pre-Consolidation co mmon shares of the Company for 1 post-
Consolidation common share of the Company.
As a result of the Transaction, Goliath is now a wholly-owned subsidiary of the Company,
and the Company will continue the business of Goliath which is mineral exploration in
British Columbia, Canada. Goliath owns an option to acquire 100% of the Lucky Strike
Property, the Golddigger Property, the Copperhead Property and the Bingo Property from
the J2 Syndicate (the " Optioned Properties"). All of these properties are located in the
prolific Golden Triangle mining district and surrounding area in British Columbia, Canada.
The J2 Syndicate ("J2S") is providing their technical experience and field team to Goliath’s
exploration activities. The J2S' Managing Di rector forms part of Goliath's technical
advisors and is its exploration programme manager. The J2S team, includes members of
the original team which generated, prospected and staked the Coffee Creek claims in 1998.
This exploration team was responsible for di scovering the gold in soil anomaly in 1999
and 2000 that now forms the nucleus of the S upremo zone. This discovery evolved into a
5 million ounce gold resource that was recently bought by Gold Corp for $520 million.
This team also includes some of the original members that staked and generated the Plateau
Project in the Yukon for Goldstrike Resources (TSX.V: GSR), which has just completed a
$53M JV deal with Newmont Mining Corporation.
For additional information concerning the Company's business, please refer to the
Company's Filing Statement dated September 28, 2017.
Pursuant to the Transaction, each Goliath s ecurityholder received one post-Consolidation
security in the capital of the Company for each Goliath security held, resulting in the
issuance of an aggregate of 51,381,001 post-Consolidation common shares of the
Company. As part of the Transaction, warra nts of Goliath were replaced with common
share purchase warrants of the Company, resu lting in the issuance of (i) common share
purchase warrants exercisable to purchase up to 15,295,000 post-Consolidation common
shares of the Company at an exercise price of $0.10 per share; and (ii) post-Consolidation
common shares of the Company exercisable to purchase up to 23,349,651 common shares
at an exercise price of $0.15 per share.
In addition, as and when National Instrument 43-101 - Standards of Disclosure for Mineral
Projects mineral reserves (proven and probabl e categories) and mineral resources
(measured and indicated categories) colle ctively meet 3,000,000 gol d-equivalent ounces
on any of the Optioned Properties, the Co mpany has agreed to issue 10,000,000 common
shares of the Company to the J2 Syndicat e members upon meeting the milestone on each
respective Optioned Property, to a maxi mum aggregate of 40,000,000 common shares,
with this obligation expiring on December 15, 2023 (the "Bonus Shares").
Prior to the Transaction, the Company was a Capital Pool Company (as defined under the
policies of the TSX Venture Exchange (the " Exchange")), and had not commenced
commercial operations and had no assets other than cash. The Transaction constituted
Company's "Qualifying Trans action", as such term is defined in Policy 2.4 of the
Exchange.
In connection with the Transaction, the Co mpany has settled an outstanding debt of
$48,056.66 with two Non-Arms’ Length Partie s through the issuance of 479,608 post-
Consolidation common shares from its sh are capital at a price of $0.1002 per common
share. Some of the aforementioned common shar es to be issued in satisfaction of the
indebtedness are to be held in escrow as they are to be issued to a company controlled by
a Principal of the Company, whereas the other shares to be issued will be subject to a four
month statutory hold period from the date of issuance.
Final acceptance of the Transa ction will occur upon the issu ance of a Final Exchange
Bulletin by the Exchange. Upon issuance of th e Final Exchange Bulletin, the Company
will cease to be a Capital Pool Company and will recommence trading on the Exchange as
a Tier 2 mining issuer. Trading in the comm on shares of the Company will begin on the
Exchange after the Final Exchange Bulletin has been issued under the symbol "GOT".
Following the completion of the Transaction (on a post-acquisition basis), the Company
has a total of approximately 60,213,902 post-Consolidation common shares outstanding,
as well as: (i) common share purchase wa rrants exercisable to purchase up to 15,295,000
post-Consolidation common shares of the Company at an exercise price of $0.10 per share;
and (ii) post-Consolidation common shares of the Company exercisable to purchase up to
23,349,651 common shares at an exercise price of $0.15 per share; (i ii) stock options
exercisable to purchase up to 670,659 common shares at an exercise price of $0.167 per
share.
An aggregate of 19,897,808 common shares are subject to value escrow and an aggregate
of 9,874,186 common shares and 150,000 warrants are subject to surplus escrow pursuant
to Exchange escrow requirements. In addition, if the Bonus Shares are issued within thirty-
six months of the date of the Final Exchange Bulletin with respect to the Transaction, such
shares will be subject to the Exchange's value escrow requirements.
As a result of the closing of the Transaction, the directors and executive officers of the
Company are now:
Roger Rosmus Chief Executive Officer, President and Director
Graham Warren Chief Financial Officer , Corporate Secretary and Director
Sam Ho Chief Operating Officer
Richard Groome Non-Executive Chairman and Director
Michael Dehn Director
Louis Peloquin Director
Further details about the Transaction and the Company as the resulting issuer from the
Transaction are available in the filing statement of the Company dated September 28, 2017
filed in respect of the Transaction which ha s been filed under th e Company's profile on
SEDAR at www.sedar.com. The summary of the Transaction set out herein is qualified in
its entirety by reference to the description of the Transaction in the filing statement.
The Company has also entered into a se rvice agreement date d October 11, 2017 with
Terrane Geoscience Inc. ("Terrane") and Dr. Stefan Kruse (" Kruse"), pursuant to which
Terrance shall provide the servi ces of Kruse, a professional geologist with particular
experience in structural geology and mineral exploration.
Dr. Kruse is a structural geologist specializ ing in structural cont rols on mineralization,
from prospect to belt scale. His PhD disse rtation focused on polyphase deformation and
tectonic evolution in the Canadian Cordiller a. Based on this work he was awarded the
Governor General’s Academic Gold Meda l award and GAC Structure and Tectonics
division Best PhD award. Additionally, Dr. Kruse is a former lecturer and current Honorary
Research Associate at the University of New Brunswick. Dr. Krus e is a registered
professional geologist.
Forward-Looking Information
This press release contains forward-looking information based on current expectations.
Statements about the date of trading of the Company's common shares on the Exchange
and final regulatory approvals, among others , are forward-looking information. These
statements should not be read as guarantees of future pe rformance or results. Such
statements involve known and unknown risks, uncertainties and other factors that may
cause actual results, performance or achievement s to be materially different from those
implied by such statements. The Company assu mes no responsibility to update or revise
forward-looking information to reflect new events or circumstances unless required by law.
Neither Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the Exchange) accepts responsibi lity for the adequacy or accuracy of this
release.
Contact Information
For further information, please contact:
Roger Rosmus
Chief Executive Officer
Goliath Resources Limited
+1.416.488.2887 x222
www.goliathresourcesltd.com