Vancouver, British Columbia / November 3, 2020 – Gold Lion Resources Inc. (“Gold Lion” or the “Company”) (CSE: GL) (FWB: 2BC) is pleased to announce the closing of its marketed short form prospectus offering (the “Offering”) pursuant to which the Company issued 6,666,667 units of the Company (“Units”) at a price of $0.45 per Unit for gross proceeds of $3,000,000.15. Each Unit consists of one common share of the Company (each, a “Unit Share”) and one common share purchase warrant (each, a “Warrant”) entitling the holder to purchase one common share of the Company (a “Warrant Share”) at a price of $0.60 per Warrant Share for a period of 24 months following issuance of such Warrant.
The Offering was led by Eight Capital as the sole agent and bookrunner. As compensation, Eight Capital received a cash commission of $205,143.75 and received 455,875 agent warrants (each, an “Agent Warrant”). Each Agent Warrant is exercisable for one common share of the Company at a price of $0.45 per share for a period of 24 months following issuance of such Agent Warrant.
The net proceeds from the Offering will be used to advance the exploration for the Company’s Idaho gold projects (primarily the Robber Gulch Property), as well as for working capital and general corporate purposes.
Oliver Friesen, the Company’s CEO, purchased 109,723 Units under the Offering, representing $49,375.35 of the gross proceeds received by the Company. Participation by Mr. Friesen in the Offering is considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Holders in Special Transactions (“MI 61-101”). The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with Mr. Friesen’s participation in the Offering pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101. The material change report in connection with Mr. Friesen’s participation in the Offering was filed less than 21 days in advance of the closing of the Offering, which the Company deems reasonable in the context of the required chronological course of a short form prospectus offering such as the Offering.
The Company has applied to list the Unit Shares and the Warrant Shares on the Canadian Securities Exchange (the “CSE”). There is no established trading market for the Warrants and the Company does not expect a market to develop. A copy of the Company’s final short form prospectus for the Offering is available under the Company’s profile at www.sedar.com.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About Gold Lion Resources Inc.
Gold Lion Resources Inc. is a mineral exploration company actively involved in the exploration of its precious metal focused portfolio including the South Orogrande, Erikson Ridge, Robber Gulch, Cuteye and the Fairview Properties located in Idaho and British Columbia. For more information please visit: https://goldlionresources.com/.
ON BEHALF OF THE BOARD OF DIRECTORS
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Forward-looking Information Cautionary Statement
Except for statements of historic fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the CSE. There are uncertainties inherent in forward-looking information, including factors beyond the Company’s control. There are no assurances that the business plans for Gold Lion Resources described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company’s filings with Canadian securities regulators, which are available at www.sedar.com.