Goliath Announces Non-Brokered Private Placement for Existing Shareholders & Accredited Investors up to $500,000
November 21 2019 - 12:52PM
Goliath Resources Limited (TSX-V: GOT) (OTCQB:
GOTRF) (FSE: B4IE) (the “Company
or “Goliath”) would like to announce a non-brokered
private placement of up to $500,000 in funding. The
offering will consist of units priced at $0.025; each
unit will consist of one (1) common share of the Company and one
(1) warrant to purchase an additional common share of the Company
priced at $0.05 for a thirty-six (36) month period.
The Offering will be made in Canada to
“accredited investors” (as that term is defined under National
Instrument 45-106 – Prospectus and Registration Exemptions) or
pursuant to other applicable prospectus and registration
exemptions, or to such other qualified persons in such other
jurisdictions as the Corporation may agree (subject to compliance
with all applicable securities laws) as well as “non-accredited
investors” relying upon the Existing Shareholders Exemption.
Investors interested in participating in
the Private Placement
Interested investors who wish to participate in
the private placement are to contact Roger Rosmus, President and
CEO of Goliath Resources Limited at +1.416.488.2887 x222 or by
email roger@goliathresources.com
Additional information for existing
shareholders relying on “Existing Shareholder
Exemption”
The offering will be open to participation by
existing shareholders of Goliath Resources Limited as of the record
date of November 20, 2019 who wish to participate in the offering
relying upon Existing Shareholder Exemption that are not Accredited
Investors is available under the Canadian securities laws. The
aggregate acquisition cost to an existing shareholder relying on
the existing shareholder exemption cannot exceed $15,000 in the
12-month period immediately preceding the closing date of the
offering, unless that existing shareholder has obtained advice
regarding suitability of the investment from a registered
investment dealer in the shareholder's jurisdiction.
Subscriptions received from existing
shareholders relying on this exemption will be treated on a first
come first serve basis up to 20,000,000 Units. If subscriptions
received by existing shareholders relying on this exemption is less
than 20,000,000 Units, the balance will be made available to
Accredited Investors.
The Offering may close on or before December 20,
2019 in one or more tranches as subscriptions are received as
determined by the Company.
The proposed use the proceeds are for general
corporate purposes and to maintain its properties as follows:
property payments, accounting, general administration, investor
relations, legal, project planning, and regulatory fees.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities have not been and 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.
The Company may pay finder's fees equal to
7% of the gross proceeds from a portion of the financing in
cash, and 7% finders warrants equal to the number of units
sold priced at $0.05 per warrant to purchase one (1) common share
of the Company for a twenty four (24) month period in accordance
with the policies of the TSX Venture Exchange. The proposed
private placement and finder's fees are subject to TSX Venture
Exchange acceptance. All shares issued pursuant to this offering
and any shares issued pursuant to the exercise of warrants will be
subject to a four-month hold period from the closing date. The TSX
Venture Exchange has granted a discretionary waiver with respect to
the minimum pricing of the Offered Units.
About Goliath
Goliath Resources Limited is a project
generator of precious metals projects focused in the prolific
Golden Triangle and surrounding area of northwestern British
Columbia. It has four separate option agreements to acquire 100% of
four highly prospective properties that include Bingo, Copperhead,
Golddigger and Lucky Strike covering over 52,000 hectares.
Further information regarding Goliath Resources
Limited can be found at: www.goliathresourcesltd.com
Contact Information: Roger RosmusChief Executive
Officerroger@goliathresources.com+1-416-488-2887 x222
General Disclaimer
Goliath Resources Limited "Goliath" has taken
all reasonable care in producing and publishing information
contained in this news release and will endeavor to do so on a
periodic basis. Material in this news release may still contain
technical or other inaccuracies, omissions, or typographical
errors, for which Goliath assumes no responsibility. Goliath does
not warrant or make any representations regarding the use,
validity, accuracy, completeness or reliability of any claims,
statements or information on this site. Under no circumstances,
including, but not limited to, negligence, shall Goliath be liable
for any direct, indirect, special, incidental, consequential, or
other damages, including but not limited to, loss of programs, loss
of data, loss of use of computer of other systems, or loss of
profits, whether or not advised of the possibility of damage,
arising from your use, or inability to use, the material from this
news release. The information is not a substitute for independent
professional advice before making any investment decisions.
Furthermore, you may not modify or reproduce in any form,
electronic or otherwise, any information on this site, except for
personal use unless you have obtained our express written
permission.
Forward-Looking Statements
This news release contains forward-looking
statements, including but not limited to comments regarding
predictions and projections. Forward-looking statements address
future events and conditions and therefore involve inherent risks
and uncertainties. Actual results may differ materially from those
currently anticipated in such statements. The Company does not
intend, and does not assume any obligation, to update these
forward-looking statements.
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.
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