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Goliath Resources Ltd (2)
Symbol GOT
Shares Issued 101,000,000
Close 2023-12-06 C$ 0.80
Market Cap C$ 80,800,000
Recent Sedar Documents

Goliath investor McEwen to increase ownership to 5%

2023-12-06 10:41 ET - News Release

Mr. Roger Rosmus reports

ROB MCEWEN INCREASING OWNERSHIP IN GOLIATH RESOURCES LIMITED TO 5% AND CRESCAT CAPITAL TO MAINTAIN ITS 18.4% OWNERSHIP

Rob McEwen has agreed to increase his personal ownership in Goliath Resources Ltd. by purchasing an aggregate of approximately 1,428,571 units upon completion of a non-brokered private placement. His first investment in Goliath was on Oct. 2, 2023, through a non-brokered private placement representing a 2.4-per-cent ownership on a partially diluted basis. This will be Mr. McEwen's second investment within two months that will increase his ownership to 5 per cent on a partially diluted basis upon completion of his purchase.

Crescat Capital will be exercising its pre-emptive right and has agreed to also purchase units upon completion of the non-brokered private placement to maintain its 18.4-per-cent ownership.

The company's proposed non-brokered private placement is up to 2,597,403 charity flow-through units at a price of $1.155 per charity flow-through unit for aggregate gross proceeds of up to $3-million.

Each charity flow-through unit will consist of one common share that will qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and one common share purchase warrant, with each warrant entitling the holder thereof to purchase one common share of the company at an exercise price of 85 cents per share for a period of 24 months from the date of issuance. It is expected that the charity flow-through offering will close prior to Dec. 31, 2023.

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 $10-billion (U.S.). 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.

"We are very pleased to have Mr. McEwen's continued support by increasing his personal ownership in Goliath within a few short months since his initial investment. As well, we appreciate Crescat Capital's ongoing guidance and their participation in our financings to maintain its position as the largest long-term shareholder. This further demonstrates our projects continue to attract experienced miners and smart long-term investors," states Roger Rosmus, founder and chief executive officer. "We look forward to Mr. McEwen's and Crescat's further input and guidance as we drill out the Surebet discovery and continue to unlock shareholder value from our extensive land package."

About Crescat Capital LLC

Crescat is a global macro asset management firm headquartered in Denver, Colorado. Crescat'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's goal is industry leading absolute and risk-adjusted returns over complete business cycles with low correlation to common benchmarks. Crescat'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 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 on Fiji, among many others.

The company intends to use the proceeds raised from the charity flow-through offering for exploration, drilling and related programs on Goliath's Golddigger and Lucky Strike properties located in and around the Golden Triangle of northwestern British Columbia.

The gross proceeds of the charity flow-through 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 act, flow-through mining expenditures as defined in Subsection 127(9) of the act that will qualify as flow-through mining expenditures, and B.C. 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 Dec. 31, 2024, and renounced with an effective date no later than Dec. 31, 2023.

In connection with the charity flow-through offering, the company may pay a finder's fee to eligible arm's-length parties. The finder's fee may consist of a cash fee equal to 6 per cent of the gross proceeds of the charity flow-through offering and finder's warrants equal to 6 per cent of the charity flow-through units issued pursuant to the charity flow-through offering. Each finder's warrant shall entitle the holder to acquire one common share at a price of 85 cents per common share for a period of 24 months from the date of issuance.

All securities issued and sold under the charity flow-through offering will be subject to a hold period expiring four months and one day from their date of issuance. Completion of the charity flow-through 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.

Golddigger property

The Golddigger property is 100 per cent controlled covering an area of an area of 61,685 hectares (152,427 acres) and is in the world-class geological setting of the Eskay Rift within the Golden Triangle of British Columbia and within three kilometres of the red line that is host to multiple world-class deposits. With over 65,000 metres of diamond drilling in aggregate to date at the newly discovered Surebet zone, the company has confirmed an area of 1.8 square kilometres of multiple highly mineralized stacked zones containing Bonanza gold grades that remains open.

The Surebet discovery has exceptional metallurgy with gold recoveries of 92.2 per cent inclusive of 48.8 per cent free gold from gravity alone at a 327-micrometre crush (no deleterious elements and no cyanide required to recover the gold based on metallurgical work completed to date).

It is 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 kilometres via the Observatory inlet/Portland inlet). The town of Kitsault is accessible by road (190 kilometres from Terrace, 300 kilometres from Prince Rupert) and has a barge landing, dock and infrastructure capable of housing at least 300 people, including high-tension power. Additional infrastructure in the area includes the Dolly Varden silver mine road (only seven kilometres to the east of the Surebet discovery) with direct road access to Alice Arm barge landing (18 kilometres to the south of the Surebet discovery) and high-tension power (25 kilometres to the east of the 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.

Lucky Strike property

The Goldsource and Bullseye targets are fully permitted for drilling and are situated on Goliath's 100 per cent controlled Lucky Strike property located near Terrace in northwestern British Columbia. It sits within a world-class geological terrane of the Skeena arch, a belt-scale structural corridor that is associated with significant porphyry and related mineralization. The property is within two kilometres of logging access roads with direct access to hydro power and paved highway in close proximity to major infrastructure in Terrace B.C.

About Goliath Resources Ltd.

Goliath Resources 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.

We seek Safe Harbor.

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