VANCOUVER, BC and TORONTO, Feb. 26,
2024 /CNW/ - Barsele Minerals
Corp. ("Barsele") (TSXV: BME) and Gold
Line Resources Ltd. ("Gold Line")
(TSXV: GLDL) are pleased to announce, further to the news
release dated December 13, 2023, the
successful completion of the merger transaction pursuant to which
Barsele has acquired all of the issued and outstanding common
shares of Gold Line (the "Gold Line Shares") by way of a
court-approved plan of arrangement (the "Arrangement").
Pursuant to the Arrangement, the holders of the issued and
outstanding Gold Line Shares received 0.7382 (the "Exchange
Ratio") of a Barsele common share (each whole share a
"Barsele Share") for each one (1) Gold Line Share held.
Immediately prior to completion of the Arrangement, PI Financial
Corp. was issued 1,151,450 Gold Line Shares at a deemed price of
$0.0865 per Gold Line Share, which
converted to 850,000 Barsele Shares upon completion of the
Arrangement, in satisfaction of a financial advisory fee of
$100,000 payable by Gold Line. PI
Financial Corp. was also entitled to receive a cash fee of
$75,000 from Gold Line. Upon
completion of the Arrangement, Barsele issued an aggregate of
35,747,716 Barsele Shares to former holders of Gold Line
Shares.
All common share purchase warrants of Gold Line outstanding at
the effective time of the Arrangement now entitle the holders
thereof to acquire Barsele Shares, as adjusted by the Exchange
Ratio, on substantially the same terms and conditions. All
incentive stock options of Gold Line outstanding at the time of
completion of the Arrangement were exchanged for equivalent
securities to purchase Barsele Shares, as adjusted by the Exchange
Ratio.
Concurrent Private Placement
In connection with the
Arrangement, Barsele issued a total of 8,082,399 subscription
receipts (the "Subscription Receipts") of Barsele at a price
of C$0.15 per Subscription Receipt to
raise aggregate gross proceeds of approximately $1.21 million (the "Concurrent Private
Placement"). On completion of the Arrangement, the escrow
release conditions in respect of the Subscription Receipts were
satisfied and the net proceeds were released to Barsele, and in
connection therewith each Subscription Receipt
automatically converted today, for no additional consideration
and without further action on part of the holder thereof, into one
unit (each, a "Unit") of Barsele. Each Unit consists of one
Barsele Share (each, a "Sub Receipt Share") and one-half of
one common share purchase warrant (each whole common share purchase
warrant, a "Warrant"). Each Warrant entitles the holder
thereof to purchase one Barsele Share (each, a "Warrant
Share") at a price equal to $0.25
per share for a period of two years following the date of issuance
of the Warrant. The proceeds from the Concurrent Private Placement
will be used by Barsele for expenses related to the Arrangement,
working capital and for general corporate purposes.
The Sub Receipt Shares, Warrants and Warrant Shares are subject
to a statutory four-month hold period following the closing date of
the relevant tranche of the Concurrent Private Placement.
Newly Constituted Board of Directors
As
previously announced and as result of the Arrangement, the newly
constituted board of directors is comprised of two directors from
each of the previous Barsele and Gold Line boards and
one new independent director, for a total of 5 directors. Effective
upon completion of the Arrangement, the Barsele board
consists of Toby Pierce as
Non-Executive Chairman, Taj Singh
(President & CEO), Gary Cope,
Ross Wilmot
(CFO) and Marc Legault as a new
independent director. Mr. Legault is a geologist and
professional engineer and has spent 34 years working at
Agnico Eagle Mines Limited ("Agnico"),
including experience on the Barsele Project, and
retired from Agnico in 2022 as a Senior
Vice-President.
Resultant Share Capital and Delisting of the Gold Line
Shares
Prior to the completion of the Concurrent
Private Placement and the Arrangement, there were
139,583,827 Barsele Shares issued and outstanding on a
non-diluted basis. As a result of the Arrangement and the
Concurrent Private Placement, there are 183,413,942 Barsele
Shares issued and outstanding on a non-diluted basis. It is
anticipated that the Gold Line Shares will be de-listed from
the TSX Venture Exchange as of the close of trading on
or about February 27, 2024, and that
Gold Line will apply to the Canadian securities regulators to cease
to be a reporting issuer thereafter.
Advisors and Counsel
PI Financial Corp. acted as
financial advisor to Gold Line. Stikeman Elliott LLP acted as legal
counsel to Barsele and Cassels Brock
& Blackwell LLP acted as legal counsel to Gold Line.
About Barsele Minerals Corp.
Barsele is a
Canadian-based junior exploration company managed by the Belcarra
Group, comprised of highly qualified mining professionals.
Barsele's main property is the Barsele Gold Project in
Västerbottens Län, Sweden, a joint
venture with Agnico. A Technical Report on the Barsele Project with
an effective date of February 21st,
2019, was filed on SEDAR+ on April
2nd, 2019. This Technical Report and Mineral Resource
Estimate (Amended) for the Barsele Property was modified and filed
on SEDAR+ on December 16, 2020.
About Gold Line Resources Ltd.
Gold Line is focused on
acquiring mineral properties with exceptional exploration potential
in the most prolific gold-producing regions of Sweden and Finland, both regarded as top-tier mining
jurisdictions and emerging exploration frontiers. Both countries
possess prospective mineral endowments, stable tenures,
straightforward permitting, favorable tax regimes and supportive
geopolitical landscapes. Gold Line's Swedish projects are located
in the Gold Line Mineral Belt and Skellefteå Belt of north-central
Sweden and the Mjøsa-Vänern Belt
in the southwest. In Finland, Gold
Line holds the entire underexplored Oijärvi Greenstone Belt located
in the north of the country.
Cautionary Note Regarding Forward Looking
Information
This press release contains statements which
constitute "forward-looking information" within the meaning of
applicable securities laws, including statements regarding the
plans, intentions, beliefs and current expectations of Barsele and
Gold Line with respect to future business activities and operating
performance. Forward-looking information is often identified by the
words "may", "would", "could", "should", "will", "intend", "plan",
"anticipate", "believe", "estimate", "expect" or similar
expressions and include information regarding: (i) the de-listing
of the Gold Line Shares from the TSX Venture Exchange, (ii) Gold
Line's application to the Canadian securities regulators for it to
cease to be a reporting issuer, and (iii) use of proceeds of the
Concurrent Private Placement.
Investors are cautioned that forward-looking information is not
based on historical facts but instead reflect Barsele's and Gold
Line's respective management's expectations, estimates or
projections concerning future results or events based on the
opinions, assumptions and estimates of management considered
reasonable at the date the statements are made. Although Barsele
and Gold Line each believe that the expectations reflected in such
forward-looking information are reasonable, such information
involves risks and uncertainties, and undue reliance should not be
placed on such information, as unknown or unpredictable factors
could have material adverse effects on future results, performance
or achievements of the Resulting Issuer. Among the key factors that
could cause actual results to differ materially from those
projected in the forward-looking information are the following: the
ability to de-list the Gold Line Shares from the TSX Venture
Exchange; the ability of Gold Line to cease being a reporting
issuer; the use of proceeds from the Concurrent Private Placement
may not be used as contemplated; the ability of Barsele and Gold
Line to successfully integrate their respective operations and
employees and realize synergies and cost savings at the times, and
to the extent, anticipated; the potential impact on exploration
activities; the potential impact of the Arrangement on
relationships, including with regulatory bodies, employees,
suppliers, customers and competitors; the re-rating potential
following the Arrangement; changes in general economic, business
and political conditions, including changes in the financial
markets; changes in applicable laws; compliance with extensive
government regulation; and the diversion of management time on
integrating the business of Barsele and Gold Line. This
forward-looking information may be affected by risks and
uncertainties in the business of Barsele and Gold Line and market
conditions. This information is qualified in its entirety by
cautionary statements and risk factor disclosure contained in
filings made by Barsele and Gold Line with the Canadian securities
regulators, including Barsele's and Gold Line's respective
financial statements and related management's discussion and
analysis for the financial year ended December 31, 2022 and their respective interim
financial reports and related management's discussion and analysis
for the period ended September 30,
2023 filed with the securities regulatory authorities in
certain provinces of Canada and
available at www.sedarplus.com.
Should one or more of these risks or uncertainties materialize,
or should assumptions underlying the forward-looking information
prove incorrect, actual results may vary materially from those
described herein as intended, planned, anticipated, believed,
estimated or expected. Although Barsele and Gold Line have
attempted to identify important risks, uncertainties and factors
which could cause actual results to differ materially, there may be
others that cause results not to be as anticipated, estimated or
intended Barsele and Gold Line do not intend, and do not assume any
obligation, to update this forward-looking information except as
otherwise required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE Gold Line Resources Ltd.