McEwen Mining Inc. Completes $10,000,000 Strategic Investment In Goliath Resources Limited At $1.93 Per Unit

Rhea-AI Summary

Goliath Resources (GOTRF) has completed a strategic non-brokered private placement with McEwen Mining, involving 5,181,347 units at C$1.93 per unit, totaling a $10 million investment. The transaction was executed through an exchange of shares, with McEwen issuing 868,056 common shares at C$11.52 per share to Goliath.

Following the transaction, McEwen Mining now owns approximately 5.4% of Goliath, while Rob McEwen personally holds about 3.9% on a partially diluted basis. Each unit consists of one common share and half a warrant, with each full warrant allowing the purchase of one common share at C$2.50 within 12 months.

The deal includes a two-year standstill agreement preventing McEwen and Robert McEwen from acquiring more than 9.9% of Goliath's outstanding shares without prior consent. The investment follows Goliath's successful 2024 drilling season, where 92% of drill holes showed visible gold at their Surebet discovery.

Positive

• Strategic $10M investment from renowned mining investor and company
• Strong drilling results with 92% of holes showing visible gold in 2024
• Secured cornerstone investors with mining expertise
• Additional funding potential through warrant exercise at C$2.50

Negative

• Share dilution from issuance of 5,181,347 new units
• Standstill agreement limits potential future strategic transactions

News Market Reaction – GOTRF

-1.20%

1 alert

-1.20% News Effect

On the day this news was published, GOTRF declined 1.20%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

TORONTO, March 10, 2025 (GLOBE NEWSWIRE) -- Further to its press releases dated January 29, 2025 and February 18, 2025, Goliath Resources Limited (TSX-V: GOT) (OTCQB: GOTRF) (FSE: B4IF) (the “Company” or “Goliath”) is pleased to announce it has closed its strategic non-brokered private placement of 5,181,347 units of the Company (“Units”) to McEwen Mining Inc. (NYSE: MUX) (TSX: MUX) (“McEwen”), an arm’s length party to the Company, at a deemed price of C$1.93 per Unit in exchange for the issuance to the Company of an aggregate of 868,056 shares of common stock of McEwen (“McEwen Shares”) at a deemed price of C$11.52 per McEwen Share (the “Transaction”), pursuant to the terms of a subscription agreement. On closing of the Transaction, McEwen owns ~5.4% and Mr. Rob McEwen owns ~3.9% of Goliath on a partially diluted basis.  

Robert McEwen, Chairman & Chief Owner, commented: “I have been impressed with Goliath’s Surebet gold discovery since I became a shareholder in 2023. Their 2024 drilling season was particularly impressive, 92% of their drill holes had visible gold. Grassroots high-grade gold discoveries are exceedingly rare worldwide. Drill baby, drill, keep these great results coming.”

Roger Rosmus, Founder & Chief Executive Officer of Goliath, commented: “It is with great pleasure to announce the completion of the strategic investment from McEwen Mining. Mr. McEwen has made three personal investments in Goliath, and we are delighted to have him and his company as key strategic cornerstone shareholders. The endorsement of our Surebet discovery through McEwen Mining and Mr. McEwen is exciting to us for key reasons. Rob is a member of the Canadian Mining Hall of Fame due to his success building Goldcorp and as a strategic investor in the mining sector. We are looking forward to our upcoming 2025 drilling season.”

Each Unit is comprised of one (1) common share in the capital of the Company (each, a “Common Share”) and one-half of one (1/2) common share purchase warrant (each whole common share purchase warrant, a “Warrant”), resulting in the issuance of an aggregate of 2,590,673 Warrants. Each Warrant entitles the holder thereof to purchase one (1) Common Share at an exercise price of C$2.50 per Common Share for a period of 12 months from the date of issuance. All securities issued pursuant to the Transaction will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.

In addition to the subscription agreement, the Company, McEwen and Mr. Robert McEwen entered into a standstill agreement, pursuant to which McEwen and Mr. McEwen agreed to, among other things, not acquire, offer to acquire or agree to acquire (with or without conditions) any securities of the Company exceeding 9.9% of the issued and outstanding Common Shares or any material assets or liabilities of the Company or its affiliates, without the prior written consent of the Company for a period of two years.

Qualified Person

Rein Turna P. Geo is the qualified person as defined by National Instrument 43-101, for Goliath Resource Limited projects, and supervised the preparation of, and has reviewed and approved, the technical information in this release. Mr. Turna is also a director of the Company.

About Goliath Resources Limited

Goliath Resources is an explorer of precious metals projects in the prolific Golden Triangle of northwestern British Columbia. All of its projects are in high quality geological settings and geopolitical safe jurisdictions amenable to mining in Canada. Goliath is a member and active supporter of CASERM which is an organization that represents a collaborative venture between Colorado School of Mines and Virginia Tech. Goliath’s key strategic cornerstone shareholders include Crescat Capital, McEwen Mining Inc. (NYSE: MUX) (TSX: MUX), Mr. Rob McEwen, a Global Commodity Group based in Singapore, Mr. Eric Sprott and Mr. Larry Childress.

For more information please contact:
Goliath Resources Limited
Mr. Roger Rosmus
Founder and CEO
Tel: +1.416.488.2887
roger@goliathresources.com
www.goliathresourcesltd.com

This press release contains statements that constitute “forward-looking information” (“forward-looking information”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. Forward-looking statements in this news release include statements regarding the Transaction. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include but are not limited to: compliance with extensive government regulations; domestic and foreign laws and regulations adversely affecting the Company’s business and results of operations; and general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

FAQ

What are the terms of McEwen Mining's $10 million investment in Goliath Resources (GOTRF)?

McEwen Mining invested in 5,181,347 units at C$1.93 per unit, exchanging 868,056 McEwen shares valued at C$11.52 each. Each unit includes one common share and half a warrant exercisable at C$2.50 for 12 months.

What ownership percentage does McEwen Mining and Rob McEwen hold in GOTRF after the investment?

McEwen Mining owns approximately 5.4% of Goliath Resources, while Rob McEwen personally holds about 3.9% on a partially diluted basis.

What were Goliath Resources' (GOTRF) drilling results in 2024 at the Surebet discovery?

Goliath Resources reported that 92% of their drill holes at the Surebet discovery contained visible gold in 2024.

What restrictions does the standstill agreement place on McEwen Mining regarding GOTRF shares?

The standstill agreement prevents McEwen Mining and Robert McEwen from acquiring more than 9.9% of Goliath's outstanding shares without prior written consent for two years.