GOLDSTRIKE ANNOUNCES COMPLETION OF ARRANGEMENT Luckystrike Shares are expected to commence trading on the TSX Venture Exchange on August 14, 2018.
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TSX-V: GSR
APRAF.PK
Frankfurt: KCG1
GOLDSTRIKE RESOURCES LTD.
1010 - 1130 West Pender Street
Vancouver, British Columbia
Canada, V6E 4A4
Telephone: 604 681 1820
Facsimile: 604 681 1864
IR: 604 210 2150
GoldStrikeResources.com
GOLDSTRIKE ANNOUNCES COMPLETION OF ARRANGEMENT
Luckystrike Shares are expected to commence trading on the TSX Venture Exchange on August
14, 2018.
August 10, 2018 – Goldstrike Resources Ltd. ("Goldstrike" or the "Company") (GSR.V) is
pleased to announce the completion of its previously announced plan of arrangement (the
"Arrangement"), which became effective at 12:01 a.m. (Vancouver time) on August 10, 2018
(the "Effective Date").
As part of the Arrangement, among other things:
Luckystrike Resources Ltd. ("Luckystrike") indirectly acquired the Company's six 100%
owned White Gold District properties, being the Lucky Strike, Hotspot, Bull's Eye, BRC,
Gold Source and King's Ransom properties;
Goldstrike shareholders received one new common share of Goldstrike (a " New
Goldstrike Share") in exchange for every common share of Goldstrike held (an " Old
Goldstrike Share") and one common share of Luckystrike (a "Luckystrike Share") in
exchange for every seven Old Goldstrike Shares held; and
Holders of Goldstrike options and warrants exchanged such securities for new options
and warrants of Goldstrike and Luckystrike, which are exercisable into shares of such
companies on their existing terms, with necessary adjustments for the Arrangement based
on the proportionate value of the White Gold District properties.
The Luckystrike Shares are expected to commence trading on the TSX Venture Exchange on
August 14, 2018 under the symbol "LUKY".
Share certificates representing Old Goldstrike Shares will continue to represent New Goldstrike
Shares and share certificates representing Luckystrike Shares will be delivered to Goldstrike
shareholders as soon as reasonably practicable. Goldstrike shareholders are not required to submit
letters of transmittal or surrender their share certificates.
Concurrent with the completion of the Arrangement, Luckystrike completed a non -brokered
private placement of 8,333,334 units (" Units") at a subscription price of $0.30 per Unit. Each
Unit is comprised of one Luckystrike Share and one share purchase warrant (a " Warrant"), with
each Warrant entitling the holder thereof to acquire one Luckystrike Share at a price of $0.60 for
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a period of 36 months from the Effective Date, subject to acceleration. Goldstrike was the sole
subscriber under the private placement. As a result of the private placement, Goldstrike now owns
or controls an aggregate of 8,333,335 Luckystrike Shares and 8,333,334 Warra nts, representing
approximately 22.17% of the issued and outstanding Luckystrike Shares on an undiluted basis
and approximately 36.30% on a partially diluted basis (assuming only the exercise of the
Warrants held by Goldstrike).
Luckystrike also completed an additional non -brokered private placement of 2,054,002
subscription receipts ("Subscription Receipts") at a subscription price of $0.30 per Subscription
Receipt. On the Effective Date, each Subscription Receipt automatically converted into one
Luckystrike Share and one Warrant without any further action by the subscriber or additional
consideration. Pursuant to the private placement of Units and the private placement of
Subscription Receipts, Luckystrike raised aggregate gross proceeds of $3,116,200.
Additional details regarding the Arrangement and the additional transactions completed
thereunder are set forth in the Company 's management information circular dated June 25, 2018,
a copy of which is available under the Company's profile on SEDAR at www.sedar.com.
ON BEHALF OF THE BOARD
Terrence E. King
Chairman, President and
Chief Executive Officer
For new information from the Company 's programs, please visit Goldstrike 's website at
GoldstrikeResources.com or contact Jeff Stuart of King James Capital Corporation, handling
Investor Relations for the Goldstrike, by telephone at (604) 210 -2150 or by email a t
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined
in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy
of this release.
Forward-Looking Statements
Statements contained in this news release that are not historical facts are “forward -looking
information” or “forward -looking statements” (collectively, “Forward -Looking Information”)
within the meaning of applicable Canadian securities legislation. In cer tain cases, Forward -
Looking Information can be identified by the use of words and phrases such as “anticipates”,
“expects”, “understanding”, “has agreed to” or variations of such words and phrases or
statements that certain actions, events or results “woul d”, “occur” or “be achieved”. Although
Goldstrike has attempted to identify important factors and risks that could affect Goldstrike and
may cause actual actions, events or results to differ materially from those described in Forward -
Looking Information, there may be other factors and risks that cause actions, events or results
not to be as anticipated, estimated or intended, including, without limitation: inherent risks
involved in the exploration and development of mineral properties; the uncertainties i nvolved in
interpreting drill results and other exploration data; the potential for delays in exploration or
development activities; the geology, grade and continuity of mineral deposits; the possibility that
future exploration, development or mining resul ts will not be consistent with Goldstrike’s
expectations; accidents, equipment breakdowns, title and permitting matters; labour disputes or
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other unanticipated difficulties with or interruptions in operations; fluctuating metal prices;
unanticipated costs and expenses; uncertainties relating to the availability and costs of financing
needed in the future, including to fund any exploration programs on its projects; that Goldstrike
may not be able to confirm historical exploration results and other risks set forth in Goldstrike's
public filings at www.sedar.com . In making the forward -looking statements in this news release,
Goldstrike has applied several material assumptions, including the assumption that general
business and economic conditions will not chang e in a materially adverse manner. There can be
no assurance that Forward -Looking Information will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on Forward-Looking Information. Except as required by
law, Goldstrike does not assume any obligation to release publicly any revisions to Forward -
Looking Information contained in this news release to reflect events or circumstances afte r the
date hereof or to reflect the occurrence of unanticipated events.