Burlington, Ontario--(Newsfile Corp. - November 28, 2018) - GTA Resources and Mining Inc. (TSXV: GTA) ("GTA") and CBLT
Inc. ("CBLT") have signed a definitive agreement (the "Sale Agreement") by which GTA will sell all its mining assets ("the Assets")
to CBLT.
GTA has previously announced it had received gross proceeds of $425,000 (four hundred twenty-five thousand dollars) pursuant to
a loan (the "Loan") from an arm's length party (the "Lender"). GTA has used those funds in part to honour its outstanding
'flowthrough' obligations. GTA also announced that it and the Lender were in discussions whereby GTA would sell all its mining
assets and then acquire assets in another industry (the "Change of Business"). The Sale Agreement for all GTA's mining assets is
part of the Change of Business.
In consideration for the Assets, CBLT will pay $1,050,000 to GTA, by way of 21,000,000 Units to be issued from CBLT's treasury
at five cents per Unit. Each Unit will consist of one common share and one full common share purchase warrant (the "Warrants").
Each Warrant shall have a two-year term and be exercisable at $0.08 (eight cents), and shall have an acceleration clause triggered
if the closing price for CBLT's shares exceeds $0.16 (sixteen cents) for 20 (twenty) consecutive trading days.
Following closing on the Sale Agreement, GTA intends to distribute the Units to its shareholders pro rata, in furtherance
of the Loan and the Change of Business. GTA's shareholders will continue to have exposure to the Assets as a result of such
distribution.
"GTA's shareholders have the potential to win twice," said Peter M. Clausi, GTA's CEO. "Their new ownership of CBLT shares and
warrants after the expected dividend will give them an upside on exploration, and their continuing ownership of their GTA shares
provides exposure to what should be a higher-growth industry outside of mining."
There is no standstill agreement or break fee in the Sale Agreement. Since first announcing the possible sale of the Assets to
CBLT, GTA has entertained formal and informal expressions of interest from other persons for the sale of part of the Assets, but
has received no offer or expression of interest for all the Assets. In the opinion of the board, no other expression of interest
offers the same or better value as does the transaction contemplated in the Sale Agreement.
Gravitas Securities Inc. is a member firm in the Investment Industry Regulatory Organization of Canada, and has provided an
opinion (the "Opinion") to the Board of Directors of GTA that, as of the date of such opinion and based upon and subject to the
scope of review, assumptions, limitations, qualifications and other matters described in such opinion, the consideration to be paid
by CBLT in connection with the proposed transaction is fair, from a financial point of view, to GTA's shareholders.
GTA has called a shareholder meeting for January 7, 2019 to consider the Sale Agreement, the de-listing from the TSX Venture
Exchange as part of the Change of Business, the Sale Terms and other matters. A copy of the Opinion will be enclosed with the
materials sent to shareholders for that meeting, and will be available at www.sedar.ca as a
schedule to the information circular.
CBLT is a Canadian reporting issuer in good standing (symbol "CBLT" on TSX Venture Exchange). GTA and CBLT are non-arm's length
as they have a Chief Executive Officer and Chief Financial Officer in common, both of whom are also directors of both GTA and CBLT.
Each of CBLT and GTA has taken steps to manage all conflicts of interest.
ABOUT GTA RESOURCES - GTA is a publicly traded company with roughly 51,000,000 shares outstanding. GTA has disclosed its
intention to exit the mining sector and enter another as-yet unidentified sector.
On behalf of the board of directors,
GTA Resources and Mining Inc.
"Peter M. Clausi"
President and CEO
+1 289-288-3255
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
press release.
This press release contains forward-looking statements and forward-looking information (collectively, "forward looking
statements") within the meaning of applicable Canadian and United States securities
laws. All statements, other than statements of historical fact, included herein, including statements regarding
the potential transaction with CBLT, the expectation regarding the receipt of the Opinion,
the consummation of the transactions referred to herein and the timing and receipt of
shareholder approval in connection therewith, are forward-looking statements. Forward-looking statements are
typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate
and similar expressions or are those which, by their nature, refer to future events. Although
GTA believes that such statements are reasonable, there can be no assurance that such statements
will prove to be accurate, and actual results and future events could differ materially
from those anticipated in such statements. GTA cautions investors that any forward-looking statements by
GTA are not guarantees of future performance, and that actual results may differ
materially from those in forward-looking statements. Important factors that could cause actual events
and results to differ materially from GTA's expectations include those related to weather, equipment
and staff availability; performance of third parties; risks related to the exploration stage of
GTA's projects; market fluctuations in prices for securities of exploration stage companies and in
commodity prices; and uncertainties about the availability of additional financing; risks related
to GTA's ability to identify one or more economic deposits on the properties, and
variations in the nature, quality and quantity of any mineral deposits that may be located on the properties;
risks related to GTA's ability to obtain any necessary permits, consents or authorizations
required for its activities on the properties; and risks related to GTA's ability to produce
minerals from the properties successfully or profitably. Trading in the securities of
GTA should be considered highly speculative. All of GTA's public disclosure filings may be
accessed via www.sedar.com and readers are urged to review these
materials, including the latest technical reports filed with respect to GTA's mineral
properties.
This press release is not and is not to be construed in any way as an offer to buy or sell
securities in the United States.
