Vancouver, British Columbia – November 2, 2020 – Gold Line Resources Ltd. (formerly Tilting Capital Corp.) (TSXV:GLDL) (the “Company”) is pleased to announce that pursuant to the amalgamation agreement dated August 10, 2020 (the “Amalgamation Agreement”), between the Company, Gold Line Resources Ltd. (“GLR”), and 1257120 B.C. Ltd. (“Tilting SubCo”), the Company has completed its previously announced reverse takeover transaction with GLR (the “Transaction”), as described in the Company’s press releases dated May 26, 2020, August 10, 2020 and October 26, 2020 (collectively, the “Prior News Releases”).
The common shares of the Company (the “Common Shares”) are expected to begin trading as a Tier 2 Mining Issuer on the TSX Venture Exchange (“TSXV”) under the symbol “GLDL” on November 4, 2020.
Completion of the Transaction and Concurrent Financing
In connection with the Transaction, the Company completed a non-brokered private placement (“Private Placement”) of 24,013,000 subscription receipts (“Subscription Receipts”) at a price of $0.25 per Subscription Receipt for aggregate gross proceeds of $6,003,250.
Immediately prior to closing the Transaction, each Subscription Receipt which was issued pursuant to the Private Placement was converted into one unit of the Company comprised of one Common Share and one non-transferable common share warrant (each, a “Warrant”) to purchase one additional Common Share at a price of $0.40 per Common Share. Each Warrant is exercisable until , 2022, provided that if the closing price of the Common Shares on the TSXV, or any other stock exchange on which the Common Shares then listed, is at a price equal to or greater than Cdn$0.80 for a period of ten consecutive trading days, then the Company may accelerate the expiry date of the Warrants by giving written notice to the Warrant holders that the Warrants will expire on the date that is not less than 30 days from the date of the notice.
Upon closing the Transaction: (a) all issued and outstanding common shares of GLR were exchanged for Common Shares on a 1:1 basis in accordance with the terms of the Amalgamation Agreement; and (b) all issued and outstanding options of GLR were exchanged for equivalent securities of TLL on a 1:1 basis in accordance with the terms of the Amalgamation Agreement.
As described in the Company’s filing statement dated October 23, 2020 available under the Company’s profile on SEDAR at www.sedar.com (the “Filing Statement”), certain of the Common Shares are subject to escrow requirements or seed share resale restrictions in accordance with TSXV Policy 5.4 – Escrow, Vendor Considerations and Resale Restrictions (“Policy 5.4”). In addition, the following shares are subject to a contractual hold period of 1 year with 20% released every 3 months commencing on closing: (a) 12,700,000 of the 15,200,000 Common Shares issued pursuant to the Company’s unit financing disclosed in the Company’s news release dated May 6, 2020; and (b) all Common Shares issued to former shareholders of GLR pursuant to the Amalgamation Agreement that are not otherwise subject to resale restrictions under Policy 5.4.
Effective upon completion of the Transaction, Henrik Lundin was appointed as a director and Chairman and Dr. Eric Jensen was appointed as a director. Accordingly, the board is now comprised of Adam Cegielski (CEO), Joel Shacker, Simon Studer, Henrik Lundin (Chairman) and Dr. Eric Jensen. Szascha Lim continues in her role as CFO and Corporate Secretary.
For further details on the Transaction, readers are referred to the Prior News Releases and the Filing Statement, all of which are available under the Company’s profile on SEDAR at www.sedar.com.
Grant of Stock Options
The Company also announces that a total of 5,500,000 incentive stock options have been granted to directors, officers, employees and consultants of the Company pursuant to the Company’s stock option plan. The options have an effective grant date of October 29, 2020 and are exercisable for a period of 10 years at a price of $0.25 per share, with 1/3 vesting every 6 months beginning on closing.
In connection with the completion of the Transaction, the following corporate actions were completed: (i) the Company changed its name to Gold Line Resources Ltd.; and (iii) the company formerly known as GLR amalgamated with Tilting SubCo and became a wholly-owned subsidiary of the Company and was renamed Gold Line Resources Holdings Ltd.