Goliath Resources Limited (TSX-V: GOT) (OTCQB: GOTRF)
(Frankfurt: B4IF) (the “Company” or “Goliath”) is pleased
to announce that it has entered into an agreement with Red Cloud
Securities Inc. (the “
Agent”) to act as sole agent
and bookrunner in connection with a “best-efforts”, private
placement (the "
Marketed Offering") for gross
proceeds of up to C$8,000,000 from the sale of up to 8,000,000
flow-through units to be sold to charitable purchasers (each, a
“
Charity FT Unit”) at a price of C$1.00 per
Charity FT Unit (the “
Offering Price”).
Each Charity FT Unit will consist of one common
share of the Company (each, a “Common Share”) to
be issued as a “flow-through share” within the meaning of the
Income Tax Act (Canada) (each, a “FT Share”) and
one half of one common share purchase warrant (each whole warrant,
a “Warrant”). Each whole Warrant shall entitle the
holder to purchase one Common Share at a price of C$0.92 at any
time on or before that date which is 24 months after the closing
date of the Offering.
The Agent will have an option, exercisable in
full or in part, up to 48 hours prior to the closing of the
Offering, to sell up to an additional 1,000,000 Charity FT Units
(the “Agent’s Option Units”) at the Offering Price
for additional gross proceeds of up to C$1,000,000 (the
“Agent’s Option”, and collectively with the
Marketed Offering, the “Offering”).
Proceeds from the sale of FT Shares will be used
to incur "Canadian exploration expenses" as defined in subsection
66.1 (6) of the Income Tax Act and "flow through mining
expenditures" as defined in subsection 127(9) of the Income Tax Act
(the “Qualifying Expenditures”). Such proceeds
will be renounced to the subscribers of Charity FT Units with an
effective date not later than December 31, 2023, in the aggregate
amount of not less than the total amount of gross proceeds raised
from the issue of FT Shares.
The Company intends to use most of the proceeds
from the Offering for Qualifying Expenditures for drilling focused
on expanding the footprint of its new Surebet discovery at its 100%
controlled Golddigger property located in the Golden Triangle,
British Columbia. The Offering is scheduled to close on or around
May 18, 2023 and is subject to certain conditions including, but
not limited to, receipt of all necessary approvals including the
approval of the TSX Venture Exchange.
Subject to compliance with applicable regulatory
requirements and in accordance with National Instrument 45-106 –
Prospectus Exemptions (“NI 45-106”), up to
6,150,000 of the Charity FT Units that may be sold pursuant to the
Marketed Offering will be offered in all the provinces of Canada
(the “Selling Jurisdictions”) pursuant to the
listed issuer financing exemption under Part 5A of NI 45-106 (the
“Listed Issuer Financing Exemption”). The
securities issuable from the potential sale of these up to
6,150,000 Charity FT Units are expected to be immediately freely
tradeable under the Listed Issuer Financing Exemption if sold to
purchasers resident in Canada. There is an offering document
related to the Offering that can be accessed under the Company’s
profile at www.sedar.com and on the Company’s website at
www://goliathresourcesltd.com. Prospective investors should read
this offering document before making an investment decision.
The up to 1,850,000 remaining Charity FT Units
that may be sold pursuant to the Marketed Offering as well as the
Agent’s Option Units will be offered by way of the “accredited
investor” and “minimum amount investment” exemptions under NI
45-106 in the Canadian Selling Jurisdictions. The securities
issuable from the potential sale of these 1,850,000 Charity FT
Units pursuant to the Marketed Offering as well as the Agent’s
Option Units will be subject to a restricted period in Canada
ending on the date that is four months plus one day following the
closing date of the Offering.
The securities described herein have not been,
and will not be, registered under the United States Securities Act,
or any state securities laws, and accordingly may not be offered or
sold within the United States except in compliance with the
registration requirements of the U.S. Securities Act and applicable
state securities requirements or pursuant to exemptions therefrom.
This press release does not constitute an offer to sell or a
solicitation to buy any securities in any jurisdiction.
About Goliath Resources
Limited
Goliath Resources Limited is an explorer of
precious metals in the prolific Golden Triangle of northwestern
British Columbia and Abitibi Greenstone Belt of Quebec. All its
projects are in world class geological settings and geopolitical
safe jurisdictions amenable to mining in Canada. The new high-grade
gold-silver Surebet discovery at its 100% controlled Golddigger
Property located in the Golden Triangle, British Columbia is its
flagship project.
For more information please
contact: Goliath Resources Limited Mr. Roger
Rosmus Founder and CEOTel:
+1-416-488-2887roger@goliathresources.comwww.goliathresourcesltd.com
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange), nor the OTCQB Venture Market
accepts responsibility for the adequacy or accuracy of this
release.
Certain statements contained in this news
release constitute forward-looking information. These statements
relate to future events or future performance. The use of any of
the words "could", "intend", "expect", "believe", "will",
"projected", "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 Goliath’s
current belief or assumptions as to the outcome and timing of such
future events. Actual future results may differ materially. In
particular, this news release contains forward-looking information
relating to, among other things, the ability of Company to complete
the financings and its ability to build value for its shareholders
as it develops its mining properties. 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 Goliath. Although such statements are based on
management's reasonable assumptions, there can be no assurance that
the proposed transactions will occur, or that if the proposed
transactions do occur, will be completed on the terms described
above.
The forward-looking information contained in
this news release is made as of the date hereof and Goliath is not
obligated to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
except as required by applicable securities laws. Because of the
risks, uncertainties 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.
This announcement does not constitute an offer,
invitation, or recommendation to subscribe for or purchase any
securities and neither this announcement nor anything contained in
it shall form the basis of any contract or commitment. In
particular, this announcement does not constitute an offer to sell,
or a solicitation of an offer to buy, securities in the United
States, or in any other jurisdiction in which such an offer would
be illegal.
The securities referred to herein have not been
and will not be will not be registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”), or
any state securities laws and may not be offered or sold within the
United States or to or for the account or benefit of a U.S. person
(as defined in Regulation S under the U.S. Securities Act) unless
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available.
NOT FOR DISSEMINATION IN THE UNITED
STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT
CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN
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