Goliath Provides Corporate Update On Amended Property Agreements And Proposed Financing
Goliath Provides Corporate Update On
Amended Property Agreements And Proposed Financing
Toronto, Ontario – March 11, 2020 – Goliath Resources Limited (TSX-V: GOT) (OTCQB: GOTRF)
(Frankfurt: B4IE) (the “Company” or “Goliath”) is pleased to announce it has entered into two
separate amendment agreements (the " Amendments") with the J2 Syndicate (the " Optionor"),
whereby the parties have agreed to further amend the terms of Goliath's option (each, an
“Option” and collectively, the “ Options”) on the Golddigger Property and Luckys trike Property
(each, a "Property" and collectively, the “Properties”); and a financing to raise up to $2,000,000.
The main points of the Amendments are as follows:
• If Goliath incurs aggregate exploration expe nses on a Property between January
1, 2020 and December 31, 2023 of $6,000,000 and delivers a NI 43 -101 technical
report which includes a resource calculation of gold equivalent mineral reserves
(proven and probable) and gold equivalent mineral resources ( measured,
indicated and inferred categories) on the Property by December 31, 2024; then
Goliath can earn an initial 49% interest in such Property; and
• If Goliath incurs aggregate exploration expenses between January 1, 2024 and
December 31, 2026 of at least $8,000,000 on each property and delivers a NI 43-
101 technical report which includes a resource calculation of gold equivalent
mineral reserves (proven and probable) and gold equivalent mineral resources
(measured, indicated and inferred categories) on the Property by December 31,
2027 Goliath will own the remaining 51% interest in the Property, representing a
100% ownership interest in the Property subject to the royalties reserved to the
Optionors.
The Amendments are subject to:
• Goliath closing a financing (as referenced below) to raise aggregate net proceeds
of at least $1,000,000 not later than April 15, 2020 from the sale and distribution
of shares, warrants and/or other securities of the Goliath by way of a flow-through
and non-flow-through private placement and if applicable, the receipt of a British
Columbia mining exploration tax refund;
• Goliath incurring total exploration expenses of at leas t $800,000 in aggregate on
the Luckystrike and/or Golddigger Properties on or before December 31, 2020;
• Goliath issuing to the Optionors a total of 3,900,000 units at a price of $0.13 per
unit ( the “Consideration Units”). Each Consideration Unit will consist of one (1)
common share and one common share purchase warrant (a " Consideration
Warrant") with each Consideration Warrant exercisable for a period of five years
at an exercise price of $0.17 per share.
• The value of the Consideration Units shall be applied against certain cash property
payments required under the Options.
All excess exploration expenses incurred in the aggregate on the J2 Syndicate’s optioned
properties from any year, may be carried forward to fulfill Goliath’s exploration expenditure
commitments in future years. Goliath has currently exceeded its minimum ex ploration
commitments for 2017, 2018 and 2019.
Financing
The Company is planning a non-brokered private placement to raise gross proceeds of up to
$2,000,000 pursuant to the the issuance of $0.13 Non Flow Through Units (“NFT Units”) and
$0.17 Flow Through Units (“FT Units”)
The NFT Units will be priced at $0.13 per NFT Unit. Each NFT Unit will consist of one (1) common
share and one common share purchase warrant (a " NFT Warrant") each NFT Warrant is
exercisable for a period of three years at an exercise price of $0.19 per share. The NFT Warrants
will have an acceleration clause whereby if the stock trades at $0.28 for 10 consecutive trading
days, the Company may at its discretion issue a press release to force the conversion within 30
days, or otherwise the NFT Warrants will expire if not exercised.
The FT Units will be priced at $0.17 per FT Unit. Each FT Unit will consist of one (1) flow through
common share and one non-flow through common share purchase warrant (a "Warrant"), each
Warrant exercisable for a period of two and one half years at an exercise price of $0.23 per share.
The Warrants will have an acceleration clause whereby if the stock trades at $0.32 for 10
consecutive trading days, the Company may at its discretion issue a press release to force the
conversion within 30 days, or otherwise the Warrants will expire if not exercised.
For more information please contact:
Goliath Resources Limited
Mr. Roger Rosmus
President and Chief Executive Officer
Tel: +1-416-488-2887 x222
www.goliathresourcesltd.com
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