(TheNewswire)
Vancouver, British Columbia – TheNewswire - May 5, 202 2 – Gold LionResources Inc. (“ Gold Lion ” or the“ Company ”) ( CSE:GL) (CNSX:GL.CN) (OTC:GLIOF) (FWB:2BC) announces that it has signed a binding letter of intent dated May 5, 2022 (the “LOI”) with 1000173975 Ontario Inc.(“OntarioCo”) in respect of a proposed transaction (the"Proposed Transaction"), whereby the Company would acquireall of the issued and outstanding securities of OntarioCo by way of ashare exchange agreement. OntarioCo’s principal asset andundertaking is its interest in the Black Lake Mineral Property, whichis located in Saskatchewan (the “Property”).
The Proposed Transaction
Pursuant to the Proposed Transaction, the Company will issue common share in its capital (the“Consideration Shares”) to the holders of common shares in thecapital of OntarioCo at a deemed price per Consideration Share thatis the greater or (i) $0.05, and (ii) the minimum price allowedpursuant to the policies of the Canadian Securities Exchange (the“CSE”), representing aggregate consideration to be determined andmutually agreed upon by the parties with reference to a pendingvaluation of OntarioCo, expected to be in the range of $500,000 to$1,000,000.
The Proposed Transaction will be completed pursuant toavailable prospectus exemptions in accordance with applicablesecurities legislation.
The Company and OntarioCo have agreed to negotiate ingood faith the terms of a definitive agreement with respect to theProposed Transaction within 30 days from the LOI.
The Company also agreed to pay a refundable deposit of up to $100,000 to OntarioCo to be used towards costs and expensesconnected to the Property. If the LOI is terminated for any reasonother than the execution of a definitive agreement, the depositpayments shall be returned to the Company by OntarioCo within 30 days,without interest.
The Proposed Transaction is subject to receipt of allnecessary regulatory approvals, including, as applicable, approval ofthe CSE, completion of due diligence reasonable or customary in atransaction of a similar nature, and entering into a definitiveagreement, among other conditions. The Proposed Transaction would bean arms-length transaction for the Company and would not constitute afundamental change or result in a change of control of the Company,within the meaning of the policies of the CSE.
About Gold Lion Resources Inc.
Gold Lion Resources Inc. is a mineral explorationcompany actively involved in the exploration of its precious metalfocused portfolio including the Cuteye and Fairview Properties locatedin Idaho and British Columbia. For moreinformation please visit: https://goldlionresources.com/ .
ON BEHALF OF THE BOARD OF DIRECTORS
Borzoo Zare, interim CEO
T: 604-687-2038
The CSE and Information ServiceProvider have not reviewed and does not accept responsibility for theaccuracy or adequacy of this release.
Forward-Looking Statements
This news release contains “forward-lookinginformation” within the meaning of applicable Canadian securitieslegislation. Often, but not always, forward-looking information andinformation can be identified by the use of words such as “plans”,“expects” or “does not expect”, “is expected”,“estimates”, “intends”, “anticipates” or “does notanticipate”, or “believes”, or variations of such words andphrases or state that certain actions, events or results “may”,“could”, “would”, “might” or “will” be taken, occur orbe achieved. Forward-looking information in this news release includesstatements regarding: assumptions that are subject to significantrisks and uncertainties, including assumptions that all conditions tothe closing of the Proposed Transaction will be satisfied and that theProposed Transaction will be completed on the terms set forth in theLOI. The forward-looking information reflects management's currentexpectations based on information currently available and are subjectto a number of risks and uncertainties that may cause outcomes todiffer materially from those discussed in the forward-lookinginformation. Such risk factors may include, among others, the riskthat required approvals and the satisfaction of material conditionsare not obtained in connection with the Proposed Transaction, the riskthat the Proposed Transaction is not approved or completed on theterms set out in the LOI or that a definitive agreement will beentered into in connection therewith. Althoughthe Company believes that the assumptions and factors used inpreparing the forward-looking information are reasonable, unduereliance should not be placed on such information and no assurance canbe given that such events will occur in the disclosed time frames orat all. Factors that could cause actual results or events to differmaterially from current expectations include: (i) adverse marketconditions; and (ii) other factors beyond the control of the Company.New risk factors emerge from time to time, and it is impossible forthe Company’s management to predict all risk factors, nor can theCompany assess the impact of all factors on Company’s business orthe extent to which any factor, or combination of factors, may causeactual results to differ from those contained in any forward-lookinginformation. The forward-looking information included in this newsrelease are made as of the date of this news release and the Companyexpressly disclaims any intention or obligation to update or reviseany forward-looking information whether as a result of newinformation, future events or otherwise, except as required byapplicable law. Additional information identifying risks anduncertainties that could affect financial results is contained in theCompany’s filings with Canadian securities regulators, which areavailable at www.sedar.com.
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