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MONTREAL, May 1, 2017 /CNW/ - Bitumen Capital Inc.
(TSX-V: BTM.H) (the "Company" or "Bitumen"), a
capital pool company listed on the NEX board (the "NEX") of the
TSX Venture Exchange (the "Exchange" or the "TSXV") is pleased
to announce that on April 19, 2017 it
entered into a non-binding letter of intent (the "LOI") relating to
a proposed business combination with Goliath Resources Limited
("Goliath") (the "Transaction"), a private company incorporated
under the Business Corporations Act (Ontario). The proposed Transaction is intended
to constitute an arm's length qualifying transaction
(the "Qualifying Transaction") for Bitumen, as defined in
Policy 2.4 of the Exchange. Upon completion of the Qualifying
Transaction it is expected that Bitumen will be a Tier II Mining
Issuer and its name changed to Goliath Resources Limited, subject
to Exchange and regulatory approvals.
Goliath has commitments for a non-brokered private placement of
$1,200,000, and at the request of
Bitumen, it has increased the offering due to strong demand as of
May 1, 2017.
Goliath is fully funded to execute its summer exploration
programmes on all four of its properties located in North Western
British Columbia located in the Golden Triangle mining district and
area: Lucky Strike, Golddigger, Copperhead and Bingo. A high
resolution SkyTEM survey has been mobilized and the survey is
scheduled to begin May 1, 2017, which
will be followed by a systematic exploration programme focused on
delineating drill targets on multiple newly exposed precious metals
bedrock discoveries that have been made on all four properties
during the 2016 exploration programmes.
Goliath has purchased an option to earn a 100% interest in all
four properties from the J2 Syndicate, who are project generators
and explorers. The J2Syndicate (J2S) has a proven track record of
successes, and are large shareholders of Goliath. They will be
providing the technical and field support for all of Goliath's
exploration programmes.
The J2 Syndicate, includes members of the original team which
generated, prospected and staked the Coffee Creek claims in 1998.
This exploration group was responsible for discovering the gold in
soil anomaly in 1999 and 2000 that now forms the nucleus of the
Supremo zone. This discovery evolved into a 5-million-ounce gold
resource that was recently bought by Goldcorp Inc. in 2016 for
$520 million. The same team also
staked, explored and generated the Yellow Giant 50 km gold Trend on
the Plateau Project new discovery in the Yukon for Goldstrike Resources Inc. (TSX-V:
GSR). GSR has just completed a $53M
agreement with Newmont Mining Corporation. Members of the J2
Syndicate have also received several awards being recognized by its
peers in the industry for original discoveries and
achievements.
The Golden Triangle mining district and surrounding area has
become one of the most important metal regions in the world. Recent
glacial recession and rapidly diminishing loss of permanent
snow-pack due to global warming has allowed for the discovery of
new bedrock being exposed containing high grade precious metals
showings not previously known. These are unique opportunities
located in a world class geologic setting. This mineral-rich region
is already hosts more than 130 million ounces of gold, 800 million
ounces of silver, and 40 billion pounds of copper in cumulative
known discoveries to date. Some of the significant deposits
include: Bruce Jack, Eskay Creek, Granduc, KSM, Premier, Red Chris and Snip.
Goliath has also completed the purchase of a 10% interest in the
DSM Syndicate for $250,000
(comprising of ~60 strong precious metals targets) in North West British Columbia, generated by the
same proven J2 Syndicate team. This will provide Goliath's
shareholders with more exposure to a different region of
British Columbia, and help
diversify its portfolio of assets.
Mr. Roger Rosmus stated "having
an exposure to an additional ~60 precious metals targets, as well
as having the Lucky Strike, Golddigger, Copperhead and Bingo
properties, should provide for a steady flow of news and potential
non-dilutive capital for years to come".
Upon closing and approval of the Transaction, Bitumen will make
an application for a name change to Goliath Resources Limited.
The fully funded exploration programmes in 2017 for Luckystrike,
Golddigger, Copperhead and Bingo, will focus on delineating
multiple drill targets on the bedrock discoveries in preparation
for drilling.
The highlights of all four Properties are below:
Lucky Strike
The Lucky Strike covers 14,386 hectares and has road access and
is only 3 kilometres to a major highway and 40 kilometres north of
major infrastructure in Terrace
BC. The newly discovered Prosperity Trend measures 650
metres x 250 metres and remains open in all directions. This
discovery was made where bedrock has been exposed due to receding
snowpack. A total of 41 rock grab samples were taken on the Lucky
Strike Property in 2016. Rock grab samples ranged from below
detection limit to 24.7 grams per tonne gold, 188 grams per tonne
silver, 2.04 percent copper, 8.34 percent lead and 6.3 percent
zinc. There are no assays outstanding.
The source of the placer gold is believed to be attributed to
erosion of gold mineralized bedrock from the immediate area. The
property also contains a historic polymetallic porphyry vein
showing with gold grades of 8.8 grams per tonne gold, 2.14 grams
per tonne silver, 3.4% copper. Geophysics and outcrop indicate
porphyry under The Prosperity Trend.
Golddigger
The Golddigger property covers 8,111 hectares and is located on
tide water 30 kilometres south east of Stewart BC in the Golden Triangle. The new
Lotto discovery zone contains the Anaconda Vein System that is up
to 100 metres wide, and has been traced for 3.5 kilometres, and
remains open. It is strongly mineralized and is a continuous
near-vertical polymetallic vein. It is exposed over a vertical
extent of more than 500 metres, or half a kilometre, and remains
open to depth. This discovery was made where bedrock has been
exposed due to recent glacial abatement. This is one of the largest
new vein systems to be discovered in The Golden Triangle. A total
of 51 rock grab samples were taken on the Golddigger property in
2016. Rock grab samples ranged from below detection limit to 14.6
grams per tonne gold and 2,890 grams per tonne (84.3 ounces per
ton) silver. There are no assays outstanding.
Copperhead
The Copperhead property covers 730 hectares and is located 35
kilometres from Smithers BC and
only 6 kilometres to the nearest road and power-line. The newly
discovered Copper King Trend measures 2 kilometres x 350 metres and
remains open. This discovery was made where bedrock has been
exposed due to recent glacial abatement. A total of 41 rock grab
samples were taken on the Copperhead Property in 2016. Rock grab
samples ranged from below detection limit to 13.8 percent copper,
0.75 grams per tonne gold and 228 grams per tonne silver. There are
no assays outstanding.
Bingo
The Bingo property covers 841 Hectares and is only 10 kilometres
from Anyox historic town site, smelter and power dam located in the
Golden Triangle. The Bingo Discovery Trend is more than 1
kilometres long and up to 140 metres wide & remains open. This
discovery was made where bedrock has been exposed due to receding
snow-pack. A total of 36 rock samples were taken from various
outcrops across the property, of which 15 samples have ranged over
1 grams per tonne gold up to 7.14 grams per tonne, and 19 samples
have ranged over 0.1 percent Cu up to 1.6 percent. There are no
assays outstanding.
Sampling Methodology
Note: Rock Grab samples are selective by nature, and are
unlikely to represent average grades on the property.
Sample analysis and assaying for all of J2's projects have been
conducted by ALS Global in Vancouver,
BC, which is ISO accredited. Rock samples are crushed to 70%
less than 2 millimeters, and a 250 gram sample is split with a
riffle splitter. The split is pulverized to 85 per cent less than
75 microns, and 30 gram charges are then assayed for gold using
fire assay fusion and ICP‐ES finish with a lower detection limit of
1 ppb, and an upper detection limit of 10 ppm Au. Samples with
gold, silver, copper, lead, or zinc exceeding the upper detection
level are reanalyzed the most appropriate method determined by the
lab. Rigorous procedures are in place regarding sample collection,
chain of custody and data entry. Certified assay standards,
duplicate samples and blanks are routinely inserted into the sample
stream to ensure integrity of the assay process.
Qualified Person
Rein Turna, P. Geo., is a qualified person as defined by
National Instrument 43-101, for Goliath Resources Limited for its
British Columbia exploration
projects. He has reviewed and approved the technical information in
this report.
About the Transaction
Pursuant to the terms and conditions of the LOI, Bitumen and
Goliath will complete a business combination by way of a reverse
take-over or similar type of transaction and, in consideration of
the proposed combination, Bitumen and Goliath will contribute 100%
of their respective outstanding equity to the Resulting Issuer.
Bitumen has agreed that prior to the Transaction, it will
consolidate its issued and outstanding share capital on a 2:1 basis
(the "Consolidation"), and that an amount of no more than
$65,000 in debt will remain and may
be carried over post Transaction. Notwithstanding anything to the
contrary provided hereto, Bitumen might have to complete a
pre-Transaction financing of up to $55,000 to settle current indebtedness (the
"Bitumen Financing"). The Bitumen Financing will be completed if
necessary on the same terms and conditions as the Goliath
Financing. Upon closing and approval of the Transaction, Bitumen
will make an application for a name change to Goliath Resources
Limited.
Following the completion of the Transaction, it is contemplated
that the current shareholders of Goliath will own approximately
84.7% of the equity of the Resulting Issuer, whereas the current
shareholders of Bitumen will own approximately 15.3% of the equity
of the Resulting Issuer.
Bitumen's current market capitalization consists of 13,950,001
outstanding common shares and 1,315,000 outstanding options.
However, Bitumen has agreed that immediately prior to the
Transaction and (unless the above referenced $55,000 Bitumen Financing is required, it will
have a maximum of 7,525,001 common shares and 657,500 options
outstanding, even if this requires an increase in the proposed
consolidation ratio. Furthermore, Bitumen has agreed that it will
have no more than $65,000 in debt
outstanding immediately prior to the Transaction, previously
referenced as capped maximum, but that it will otherwise be
debt-free.
It is contemplated that, immediately prior to the Transaction,
Goliath's market capitalization will consist of approximately
38,650,000 outstanding common shares and 24,500,000 common share
purchase warrants, and will be debt free.
Following the completion of the Transaction, it is contemplated
that the capital structure of the Resulting Issuer be comprised of
an aggregate number of 49,175,001 issued and outstanding common
shares issued at a price of $0.10 per
common share for total projected valuation of $4,927,500 along with an aggregate number of
28,157,500 issued and outstanding share purchase warrants and
options.
Mr. Roger Rosmus, a resident of
Toronto, Ontario currently
indirectly beneficially holds a more than 10% of the issued and
outstanding share capital of Goliath and is the sole controlling
shareholder of Goliath.
The Transaction is not a "Non-Arm's Length Transaction" under
the Exchange's policies.
The shares of the Company will remain halted until the
completion of the Transaction.
Financing
At the request of Bitumen, Goliath has increased its financing
to a minimum amount of $1,200,000 due
to strong demand as of April 26,
2017. As of the date of this press release, Goliath has
received commitments for an amount of more than $1,200,000.
To help offset the capped debt of $65,000, Bitumen and its affiliates, will
undertake to introduce subscribers (accredited investors as this
term is defined in NI 45-106 with respect to prospectus exemptions)
to provide a minimum of $100,000 in
subscriptions to Goliath, in relation to the current non-brokered
$1,200,000 financing (the
"Financing") conducted by Goliath, by the issuance of units (each a
"Unit") being issued at a price of $0.10 per Unit. Each Unit are to be comprised of
one common share in the share capital of Goliath and one common
share purchase warrant entitling each holder to purchase one common
share in the share capital of Goliath for a period of two years
following closing, at an exercise price of $0.15 per common share of Goliath, provided that
if at any time after four months after the closing date and
Goliath's shares have a closing price equal to or higher than
$0.30 per share for ten (10)
consecutive trading days on a listed Public Exchange, Goliath shall
thereafter be entitled to give notice to the holders of said
warrants, that the warrants will expire on that date which is
twenty (20) days after the date of notice unless exercised before
the expiry of that period, and in such event all unexercised
warrants will expire on the last day of such twenty (20) day
period.
With respect to the Financing contemplated hereinabove, Goliath
will pay a finder's fee to an Arm's Length party to Goliath by way
of a cash payment of an amount of 7% of the gross proceeds of the
Financing and by the issuance of a number of compensation warrants
equal to 7% of the number of Units subscribed for in the Financing,
and bearing the same terms and conditions.
No advances, loans or deposit are to be made between Bitumen and
Goliath with respect to the Transaction, with the only possible
exceptions being amounts needed to satisfy payables, during the
course of the Transaction, which may be required for audit, legal
and regulatory fees necessary to complete the Transaction, which
amounts shall be determined at a later stage, if necessary.
The gross proceeds of the Financing will be used by Goliath (i)
an amount of $300,000 will be used to
pay its option to purchase 100% ownership in the described precious
metals properties pursuant to the Option Agreements entered into by
Goliath; (ii) an amount of $550,000
will be used to engage first year work commitments on said
properties; (iii) an amount of $250,000 will be used to pay the 10% interest due
with respect to the DSM Syndicate purchase as described herein; and
(iii) the balance will be used for general working capital
purposes.
Options
Any outstanding options or warrants issued by Goliath and
Bitumen shall become options or warrants of the Resulting Issuer
immediately upon completion of the Transaction.
Bitumen currently has 1,315,000 outstanding options with an
exercise price of $0.10 whereas, it
is contemplated Goliath will have approximately 24,500,000 common
share purchase warrants with an exercise price of $0.15, said common share purchase warrants and
any other common share purchase warrants will become common share
purchase warrants of the Resulting Issuer upon completion of the
Transaction.
Significant Closing Conditions
Closing and final acceptance of the Transaction are subject to
the satisfaction of certain conditions, as per the terms of the
LOI, including the completion of a satisfactory legal due
diligence, the execution of definitive binding agreements between
Bitumen and Goliath, the receipt of all required Exchange and
regulatory approvals, the receipt of all required shareholders'
approvals, the completion of the Goliath Financing, the receipt by
Bitumen of Goliath's audited financial statements for the most
recently completed fiscal year and unaudited financial statements
for the interim quarterly fiscal periods and the receipt by Goliath
of Bitumen's required audited financial statements for the last two
fiscal years and unaudited financial statements for the interim
quarterly fiscal periods and the receipt by Bitumen of a compliant
NI 43-101 Technical Report from Goliath.
Any condition precedent mentioned herein may be waived with the
consent of Goliath and Bitumen.
There are no guarantees that the Transaction will be completed
as proposed or at all.
Board of Directors and Insiders following completion of the
Transaction
Upon completion of the Transaction, it is contemplated that the
directors, officers, management and advisory team of the Resulting
Issuer shall be as follow:
Roger Rosmus, MBA, Director,
Executive Chairman, President, CEO
Mr. Rosmus is a co-founder and President of an independent
investment bank Aberdeen Gould Capital Markets Ltd., a Toronto based Exempt Market Dealer. He has
over 25 years of investment banking experience in the public and
private sectors, acting as lead on many mergers, acquisitions and
corporate financings. He is also the President and co-founder of
Aberdeen Gould Advisory Services Ltd. that provides corporate
advice encompassing strategic and operational strategies to private
and public companies in the resource and industrial sectors.
Previously he was the founder of Aberdeen Gould Inc., where he
successfully completed over 30 M&A transactions, as well as
owned and operated several businesses in a wide variety of
industries. Mr. Rosmus holds an MBA from The University of Western Ontario - Richard Ivey School of Business.
Graham C. Warren, Director and
Corporate Secretary, CPA, CMA, CFO
Mr. Warren is a Senior Financial Executive with over 30 years of
experience in the mining, oil and gas, environmental, biotech,
service and tech sectors both domestically and internationally. He
has been involved in numerous financings and M&A transactions
for both private and public companies and has guided several
companies through the going public process. Mr. Warren has served
as CFO and/or Director of numerous public companies and is
currently the CFO of Pangolin Diamonds Corp. (TSX-V: PAN) and a
reporting issuer Arehada Mining Limited. He is a past director of
Changfeng Energy Inc, Cordoba Minerals Corp, Exile Resources Inc.,
Active Control Technology and Hanfeng Evergreen Inc. Mr. Warren has
had extensive involvement in all facets of organizations including
finance, human resources, sales, marketing and operations and has
guided Boards in their corporate governance obligations.
Michael A. Dehn, Director,
B.Sc.
Mr. Dehn has over 25 years of experience in the mining industry.
Between 1994 and 2005, he worked as an exploration geologist and
later as a Senior Geologist with Goldcorp Inc. Michael has been a
director of publicly traded and private junior mining companies,
with listings on the North American and European stock exchanges.
His expertise lies in grassroots to advanced minerals exploration,
marketing and financing junior companies.
Richard Groome,
Director
Mr. Groome is currently, President & Managing Partner at
Notre-Dame Capital Inc., Partner in Merchant Capital Ventures,
Director of Hitlab Inc, Executive Chairman of Konnect Mobile
Communications Inc, CEO of Fabled Copper Corp, and Chairman,
President, Chief Executive Officer & CFO at Bitumen Capital
Inc. Mr. Groome has been involved in the Capital Markets across
Canada for over 30 years and in
addition to funding several hundred companies, Mr. Groome was a
director of the CDNX Exchange, the predecessor exchange to the TSX
Venture. Mr. Groome received his undergraduate degree from
McGill University in 1981.
Louis Peloquin, Director, BBA,
LLB, LLM
Mr. Peloquin is a business consultant combining several
specialties, including transactional law, and has extensive
international experience in management, mergers and acquisitions,
corporate development, government relations and corporate finance.
He has developed a solid expertise in natural resources with over
ten years' experience as senior executive at major mining companies
in Canada and the United States. Mr. Peloquin was a member
of the management committees and senior executive of Golden Star
Resources Ltd., an international mining company based in
Denver, and of Quebec Cartier
Mining Company (now Arcelor Mittal Mines Canada).
- Management & Advisors of
the Resulting Issuer
Roger Rosmus, MBA, Executive
Chairman, President, CEO
Mr. Rosmus is a co-founder and President of an independent
investment bank Aberdeen Gould Capital Markets Ltd., a Toronto based Exempt Market Dealer. He has
over 25 years of investment banking experience in the public and
private sectors, acting as lead on many mergers, acquisitions and
corporate financings. He is also the President and co-founder of
Aberdeen Gould Advisory Services Ltd. that provides corporate
advice encompassing strategic and operational strategies to private
and public companies in the resource and industrial sectors.
Previously he was the founder of Aberdeen Gould Inc., where he
successfully completed over 30 M&A transactions, as well as
owned and operated several businesses in a wide variety of
industries. Mr. Rosmus holds an MBA from The University of Western Ontario - Richard Ivey School of Business.
Sam Ho, HBA, COO
Mr. Ho is a co-founder of Aberdeen Gould Capital Markets Ltd.,
where he is involved in the firm's Investment Banking activities.
He is also the Vice President and co-founder of Aberdeen Gould
Advisory Services Ltd. that provides corporate advice encompassing
strategic and operational strategies to private and public
companies in the resource and industrial sectors. He has over 15
years of corporate finance experience, and during his career, has
worked at leading Canadian independent investment dealers. Mr. Ho
holds an Honors Business Administration degree (with distinction)
from The University of Western Ontario
- Richard Ivey School of
Business.
Graham C. Warren, - CFO, CPA,
CMA
Mr. Warren is a Senior Financial Executive with over 30 years of
experience in the mining, oil and gas, environmental, biotech,
service and tech sectors both domestically and internationally. He
has been involved in numerous financings and M&A transactions
for both private and public companies and has guided several
companies through the going public process. Mr. Warren has served
as CFO and/or Director of numerous public companies and is
currently the CFO of Pangolin Diamonds Corp. (TSX-V: PAN) and a
reporting issuer Arehada Mining Limited. He is a past director of
Changfeng Energy Inc, Cordoba Minerals Corp, Exile Resources Inc.,
Active Control Technology and Hanfeng Evergreen Inc. Mr. Warren has
had extensive involvement in all facets of organizations including
finance, human resources, sales, marketing and operations and has
guided Boards in their corporate governance obligations.
Dr. Leon Daniels, BSc., BSc.
Honours Geology and PhD, Chief Consulting Geologist, MAIG
Dr. Leon Daniels has extensive
exploration as well as production experience in precious metals and
diamonds that span over 35 years. He is the published author of
numerous research papers relating to diamonds and associated
minerals, and the exploration and development of kimberlites in
various areas; many in Africa. In
addition to discovering the Klipfontein kimberlite pipe in
South Africa early in his career,
Dr. Daniels worked for Falconbridge Exploration, Botswana, evaluating the 180 ha crater facies
M1 kimberlite; for Trans Hex Group in Swaziland overseeing the evaluation of the
Dokolwayo Diamond Mine; for Roan Selection Trust International in
Angola overseeing production of
five alluvial mines; and consulted on the evaluation of the River
Ranch kimberlite in Zimbabwe. He
also discovered the DK4 kimberlite (the only kimberlite in the
Orapa kimberlite field not discovered by De Beers); the Mambali
kimberlite field in Zimbabwe for
Trillion Resources Ltd.; and co-founded African Diamonds Plc (AIM:
AFD), which was subsequently acquired by Lucara Diamond Corp. (TSX:
LUC), a Lundin Group of companies in 2010, for $100,000,000. More recently he has formed
Pangolin Diamonds Corp (TSX-V: PAN) which explores for diamonds in
Botswana. During the late 1980's
he explored for gold and base metals in the Tati Schist Belt in
Botswana. During the 1990's he
explored the Vumba Schist (Botswana) belt for gold and silver and
produced gold from a small scale mine. In western Botswana, he managed a gold exploration
project that had a Witwatersrand style deposit as the target. He
conducted various gold exploration programmes within greenstone
belts in various parts of Zimbabwe
in the late 1990's. He also consulted on gold exploration projects
in Mali and the Henan Province of China for Canadian juniors in the mid
1990's.
Michael A. Dehn, B.Sc., Senior
Consultant
Mr. Dehn has over 25 years of experience in the mining industry.
Between 1994 and 2005, he worked as an exploration geologist and
later as a Senior Geologist with Goldcorp Inc. Michael has been a
director of publicly traded and private junior mining companies,
with listings on the North American and European stock exchanges.
His expertise lies in grassroots to advanced minerals exploration,
marketing and financing junior companies.
Sponsorship
The Qualifying Transaction will be subject to the Exchange
Policy 2.2 on sponsorship and sponsorship requirements.
Nevertheless, Bitumen intends to solicit a waiver of sponsorship
(the "Waiver") from the Exchange with regards to the contemplated
Qualifying Transaction. Nevertheless, Bitumen cannot warrant nor
represent that the Waiver will be granted by the Exchange.
About Goliath
Goliath is a private company incorporated on February 16, 2017 under the Business
Corporations Act (Ontario),
and has conducted no activities, save and except for
a $300,000 payment to acquire four separate Option Agreements
entitling it to earn a 100% ownership in each precious metals
property, located within the Golden Triangle mining district and
area in British Columbia. It has
$550,000 to fully fund the 2017 work
programme. Goliath has also purchased, a 10% interest in the DSM
Syndicate for $250,000 that comprises
of ~60 strong precious metals targets in a separate region in
North West British Columbia. These
targets were generated by the same proven J2 Syndicate team. This
will provide Goliath's shareholders with additional exposure to a
different region of British
Columbia, and help diversify its portfolio of assets.
As of March 31, 2017, date of the
unaudited financial statements prepared by Goliath's management, it
has assets (cash) of $1,415, no
liabilities, shareholders equity of $1,415, no expenses, no sales and no losses.
Goliath completed a private placement of $890,000 by the issuance of Units on April 19, 2017, such amount being the first
tranche of the contemplated Financing as described hereinabove.
Second tranche of the Financing shall be closed on or before
May 3, 2017.
Goliath also issued to the J2 Syndicate shareholders, on a
pro-rata basis, 9,900,000 units comprised of one common share of
Goliath and one common share purchase warrant with an exercise
price of $0.15 and a five year term,
the whole being part of the purchase of the four property options
and being comprised in the current issued and outstanding share
capital of Goliath.
About Bitumen
Bitumen is a capital pool company listed on the NEX. The Company
is engaged in the identification and evaluation of assets or
businesses with a view of completing a Qualifying Transaction.
Bitumen is a "reporting issuer" in the Provinces of Quebec, Ontario, British
Columbia and Alberta.
Completion of the transaction is subject to a number of
conditions, including but not limited to, Exchange acceptance and
if applicable pursuant to Exchange Requirements, majority of the
minority shareholders approval. Where applicable, the transaction
cannot close until the required shareholders approval is obtained.
There can be no assurance that the transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the transaction, any information released or
received with respect to the transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of a capital pool company should be considered highly
speculative.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the proposed transaction and has neither approved nor
disapproved the contents of this press release.
Cautionary Statements
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 the Company'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 the
conversion of debt obligations of Bitumen into common shares of
Bitumen, the completion of the Goliath Financing and the
Transaction, listing as a Mining Issuer, and the receipt by Bitumen
of shareholder approval for the Consolidation.
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 the Company. The
material factors and assumptions include the parties to the
Transaction being able to obtain the necessary director,
shareholder and regulatory approvals; Exchange policies not
changing; and completion of satisfactory due diligence. Risk
factors that could cause actual results or outcomes to differ
materially from the results expressed or implied by forward-looking
information include, among other things: conditions imposed by the
Exchange, the failure to obtain the required directors' and
shareholders' approval to the Qualifying Transaction; changes in
tax laws, general economic and business conditions; and changes in
the regulatory regulation. The Company cautions the reader that the
above list of risk factors is not exhaustive. The forward- looking
information contained in this release is made as of the date hereof
and the Company 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.
SOURCE Bitumen Capital Inc.