Goliath Resources Limited (TSX-V: GOT) (OTCQB: GOTRF) (FSE:
B4IF) (the
"Company" or
"Goliath") is pleased to announce it has closed
$4,484,384 in the second and final tranche of the previously
announced non-brokered private placement (the
"
Offering"), for aggregate gross proceeds of
$8,600,000 raised in total.
Mr. Rob McEwen and Crescat Capital LLC
("Crescat Capital") completed their strategic
investments in the first tranche which closed on October 2, 2023.
Goliath welcomes a new 9.9% partially diluted ("P/D") strategic
institutional shareholder, further demonstrating that the Company's
new discoveries at its 100% controlled Golddigger Property is
getting the financial support of smart long-term money from
investors recognized globally specializing in precious metals and
mining.
Pursuant to the Offering, Mr. McEwen acquired
1,000,440 NFT Units priced at $0.63. Mr. McEwen now holds an
aggregate of 1,588,000 NFT Units through his personal holding
company, representing approximately 2.4% (P/D) ownership of
Goliath. Mr. McEwen is the founder and former chairman of Goldcorp
where he discovered, built, and operated the Red Lake Mine in
Ontario which was acquired by Newmont Mining in 2019 for US$10
billion. Mr. McEwen is currently the Chairman and Chief Owner of
McEwen Mining Inc., a gold and silver producer with operations in
Nevada, Canada, and Mexico.
Pursuant to the Offering, Goliath's largest
shareholder, Crescat Capital acquired 794,000 NFT Units priced at
$0.63, resulting in 18.4% (P/D) ownership of Goliath. Crescat
Capital participated in the Offering pursuant to a pre-emptive
right granted to them by the Company (see about Crescat Capital
below) and are considered to be a "related party" of the Company.
The issuance of units to an insider pursuant to the Offering
constitutes a "related party transaction" within the meaning of TSX
Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
("MI 61-101"). The Company has relied on
exemptions from the formal valuation and minority shareholder
approval requirements of MI 61-101 contained in sections 5.5(a) and
5.7(1)(a) of MI 61-101 in respect of such related party
participation in the Offering as neither the fair market value (as
determined under MI 61-101) of the subject matter of, nor the fair
market value of the consideration for, the Offering, insofar as it
involved the related party, exceeded 25% of the Company's market
capitalization (as determined under MI 61-101). Further details
will be included in a material change report to be filed by the
Company. The material change report will not be filed more than 21
days prior to closing of the placement due to the timing of the
announcement of the amended private placement and closing occurring
in less than 21 days.
The Offering was a combination of: (i) 5,656,406
non-flow-through units ("NFT Units") sold at a
price of $0.63 per NFT Unit. Each NFT Unit consists of one common
share of the Company and one-half of a purchase warrant, entitling
the holder thereof to purchase one common share for every whole
warrant for a period of 18 months from the date of issuance at an
exercise price of $0.78; (ii) 824,000 flow-through shares
("FT Shares") sold at a price of $0.67 per one FT
Share within the meaning of subsection 66(15) of the Income Tax Act
(Canada); and (iii) 4,484,384 charity flow-through units
("CFT Units") sold at a price of $1.00 per CFT
Unit, which represent 52% of the total gross proceeds raised. Each
CFT Unit consists of one common share that will qualify as a FT
Share within the meaning of subsection 66(15) of the Income Tax Act
(Canada), plus one-half of a purchase warrant entitling the holder
thereof to purchase one common share for every whole warrant for a
period of 18 months from the date of issuance at an exercise price
of $0.78.
The Company intends to use the gross proceeds
raised from the CFT and FT offering for exploration and related
programs on Goliath's 100% controlled Golddigger and Lucky Strike
properties located in and around the Golden Triangle of
northwestern British Columbia. The proceeds from the NFT offering
will be used for general working capital and administrative
purposes.
The gross proceeds from the CFT and FT offering
will be used for Canadian exploration expenses as such term is
defined in paragraph (f) of the definition of "Canadian exploration
expense" in subsection 66.1(6) of the Income Tax Act (Canada),
flow-through mining expenditures as defined in subsection 127(9) of
the Income Tax Act (Canada) that will qualify as flow-through
mining expenditures, and British Columbia flow-through mining
expenditures as defined in subsection 4.721(1) of the Income Tax
Act (British Columbia), which will be incurred on or before
December 31, 2024, and renounced with an effective date no later
than December 31, 2023. British Columbia Super Flow – the British
Columbia mining flow-through share tax credit allows British
Columbia Residents who invest in FT Shares to claim a provincial
non-refundable tax credit of 20% of their British Columbia
flow-through mining expenditures. British Columbia flow-through
mining expenditures are specific exploration expenses incurred by a
PBC and renounced by a corporation issuing the FT Shares.
In connection with the Offering, the Company
paid cash finders' fees totaling $320,348 and issued 350,468
warrants priced at $0.78 for 18 months, subject to compliance with
the policies of the TSX Venture Exchange. All securities issued and
sold under the Offering will be subject to a hold period expiring
four months and one day from their date of issuance. Completion of
the Offering and the payment of any finders' fees remain subject to
the receipt of all necessary regulatory approvals, including the
approval of the TSX Venture Exchange.
About Crescat Capital LLC
Crescat Capital is a global macro asset
management firm headquartered in Denver, Colorado. Crescat
Capital's mission is to grow and protect wealth over the long term
by deploying tactical investment themes based on proprietary
value-driven equity and macro models. Crescat Capital's goal is
industry leading absolute and risk-adjusted returns over complete
business cycles with low correlation to common benchmarks. Crescat
Capital's investment process involves a mix of asset classes and
strategies to assist with each client's unique needs and objectives
and includes Global Macro, Long/Short and Precious Metals
funds.
Crescat Capital is advised by Dr. Quinton
Hennigh, its geologic and technical director on investments in gold
and silver resource companies. Dr. Hennigh became an economic
geologist after obtaining his PhD in Geology/Geochemistry from the
Colorado School of Mines. He has more than 30 years of exploration
experience with major gold mining firms that include Homestake
Mining, Newcrest Mining and Newmont Mining. Recently, Dr. Hennigh
founded Novo Resources Corp., and is currently serving as
co-chairman. Among his notable project involvements are First
Mining Gold's Springpole gold deposit in Ontario, Kirkland Lake
Gold's acquisition of the Fosterville gold mine in Australia, the
Rattlesnake Hills gold deposit in Wyoming, and Lion One's Tuvatu
gold project in Fiji, among many others.
Golddigger Property
The Golddigger property is 100 % controlled
covering an area of 61,685 hectares (152,427 acres) and is in a
world class geological setting of the Eskay Rift within the Golden
Triangle of British Columbia. The property encompasses 56
kilometers of the 'Red Line' that is host to multiple world class
deposits. The Surebet discovery has exceptional metallurgy with
gold recoveries of 92.2% inclusive of 48.8% free gold from gravity
alone at a 327-micrometer crush (no deleterious elements or cyanide
required to extract the gold). It's in an excellent location close
in proximity to the communities of Alice Arm and Kitsault where
there is a permitted mill site on private property. It is situated
on tide water with direct barge access to Prince Rupert (190
kilometers via the Observatory inlet/Portland inlet). The town of
Kitsault is accessible by road (190 kilometers from Terrace, 300
kilometers from Prince Rupert) and has a barge landing, dock,
infrastructure capable of housing more than 300 people, and
high-tension power. Additional infrastructure in the area includes
the Dolly Varden Silver Mine Road (only 7 kilometers to the East of
the Surebet discovery) with direct road access to Alice Arm barge
landing (18 kilometers to the south of the Surebet discovery) and
high-tension power (25 kilometers to the East of Surebet
discovery). The city of Terrace (population 16,000) provides access
to railway, major highways, and airport with supplies (food, fuel,
lumber, etc.), while the town of Prince Rupert (population 12,000)
is located on the west coast and houses an international container
seaport also with direct access to railway and an airport with
supplies.
About Goliath Resources
Limited
Goliath Resources Limited is an explorer of
precious metals projects 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.
For more information please
contact:Goliath Resources LimitedMr. Roger
RosmusFounder 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 press 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 release contains forward-looking information relating to,
among other things, the ability of the Company to complete
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 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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