GOLIATH RESOURCES LIMITED ("GOT")
[formerly Bitumen Capital Inc. ("BTM.H")]
BULLETIN TYPE: Qualifying Transaction-Completed, Private Placement - Brokered, Name Change and Consolidation, Shares for Debt, Graduation from NEX to TSX Venture, Resume Trading
BULLETIN DATE: October 17, 2017
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction ("QT") described in its Filing Statement dated September 28, 2017. As a result, at the opening on Wednesday, October 18, 2017, the Company will no longer be considered a Capital Pool Company. The QT includes the following:
Acquisition Agreement
Pursuant to the Acquisition Agreement dated August 1, 2017, as amended September 22, 2017, the Company has acquired all the issued and outstanding securities of Goliath Resources Limited ("Goliath") for an aggregate of 51,381,001 post-consolidation common shares at a deemed price of $0.10 per share. As part of the transaction, warrants of Goliath were replaced with common share purchase warrants of the Company, resulting in the issuance of (i) common share purchase warrants exercisable to purchase up to 15,295,000 post-Consolidation common shares of the Company at an exercise price of $0.10 per share; and (ii) post-Consolidation common shares of the Company exercisable to purchase up to 23,349,651 common shares at an exercise price of $0.15 per share. In addition, a maximum of 40,000,000 post-consolidation common shares (the "Bonus Shares") are issuable when certain milestones on the resource properties are met, with this obligation expiring on December 15, 2023.
Name Change and Consolidation
Pursuant to a resolution passed by shareholders on August 29, 2017, the Company has consolidated its capital on a 1.67 old for 1 new basis. The name of the Company has also been changed to the Goliath Resources Limited.
Effective at the opening October 18, 2017, the common shares of Goliath Resources Limited will commence trading on TSX Venture Exchange, and the common shares of Bitumen Capital Inc. will be delisted.
Post-Consolidation Capitalization:
Unlimited shares with no par value of which 60,213,902 shares are issued and outstanding
Escrow: 34,113,311 common shares, 150,000 warrants. In addition, up to 40,000,000 Bonus Shares
will be escrowed if they are issued within thirty-six months of the date of this bulletin.
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: GOT (new)
CUSIP Number: 38171A100 (new)
The Company is classified as a "Metal Ore Mining" company.
Shares for Debt
TSX Venture Exchange has accepted for filing the Company's proposal to issue 479,608 post-consolidation shares to settle outstanding debt for $48,056.66.
Number of Creditors: 2 Creditors
Insider / Pro Group Participation:
Insider=Y / Amount Deemed Price
Creditor Progroup=P Owing per Share # of Shares
Twilight Capital Inc.
(Nikolas Perrault) Y 35,121.95 $0.1002 350,519
Notre Dame Capital Inc.
(Richard Groome) Y 12,934.71 $0.1002 129,089
The Exchange has been advised that the above transactions have been completed. For further details about the QT and the related transactions, please refer to the Filing Statement dated September 28, 2017 available on www.sedar.com.
Graduation from NEX to TSX Venture
The Company has met the requirements to be listed as a TSX Venture Tier 2 Company. Therefore, effective on October 18, 2017, the Company's listing will transfer from NEX to TSX Venture, the Company's tier classification will change from NEX to Tier 2 and the Filing and Service Office will change from NEX to Toronto.
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