Barsele Minerals Corp. (TSXV:BME) signed a letter of intent to acquire Gold Line Resources Ltd. (TSXV:GLDL) on November 9, 2023. Barsele Minerals Corp. entered into an arrangement agreement to acquire Gold Line Resources Ltd. for CAD 5.9 million on December 12, 2023. Under the terms of the transaction, Barsele will acquire all of the issued and outstanding common shares of Gold Line, and the holders of the issued and outstanding Gold Line Shares will receive 0.7382 of a Barsele Share for each Gold Line Share. Post completion, shareholders of Barsele will own 80% and Gold Line shareholders will own 20% in the resulting issuer. In connection with the Transaction, Barsele proposes to undertake the Concurrent Price Placement to raise aggregate proceeds of approximately CAD 1 million through the sale of up to 6,700,000 subscription receipts of Barsele for CAD 0.15 per Subscription Receipt. The proceeds from the private placement will be used to fund exploration programs across the combined portfolio of the Resulting Issuer, costs related to the proposed Transaction, and for working capital and general corporate purposes. In connection with the completion of the Transaction, the Gold Line Shares will be de-listed from the TSXV, and following closing, Gold Line will make an application to cease to be a reporting issuer under Canadian securities laws. Under certain circumstances, if the Arrangement Agreement is terminated, Barsele would be entitled to a termination fee of CAD 400,000. The board of directors of the Resulting Issuer will comprised of five directors, including two nominees of Gold Line and three nominees of Barsele. Taj Singh will assume the role as President, Chief Executive Officer, and Director, will lead the combined management and project team of the Resulting Issuer. Benjamin Gelber of Gold Line will assume the role of Vice President, Exploration. The Resulting Issuer Board is expected to be made up of Gold Line directors Toby Pierce (Non-executive Chair) and Taj Singh and Barsele directors Gary Cope and Ross Wilmot, as well as new incumbent Marc Legault.

The transaction is subject to the approval of the Gold Line shareholders, approval of the TSX, issuance of a final order by the British Columbia Supreme Court, and completion of the Concurrent Private Placement. The board of directors of Barsele and Gold Line has unanimously approved the transaction. The transaction has been approved by the shareholders of Gold Line at a special meeting of shareholders held on February 15, 2024. The hearing for the final order of the Supreme Court of British Columbia to approve the arrangement is scheduled to take place on February 20, 2024. On February 20, 2024, the Supreme Court of British Columbia granted a final order in respect of the proposed arrangement. The transaction is expected to close in February 2024. As of February 21, 2024, the transaction expected to be completed on or about February 23, 2024.

PI Financial Corp. is acting as a financial advisor as well as a fairness opinion provider to Gold Line. Victor Gerchikov of Stikeman Elliott LLP is acting as legal counsel to Barsele and Sam Cole of Cassels Brock & Blackwell LLP is acting as legal counsel to Gold Line. Computershare Trust Company of Canada acted as registrar and transfer agent to Gold Line. Davidson and Company LLP acted as GLDL?s auditor in the transaction. Computershare Investor Services Inc. acted as depositary to Gold Line.

Barsele Minerals Corp. (TSXV:BME) completed the acquisition of Gold Line Resources Ltd. (TSXV:GLDL) on February 23, 2024. In connection with the arrangement, Barsele issued a total of 8,082,399 subscription receipts of Barsele at a price of CAD 0.15 per Subscription Receipt to raise aggregate gross proceeds of approximately CAD 1.21 million. As result of the arrangement, the newly constituted board of directors is comprised of two directors from each of the previous Barsele and Gold Line boards and one new independent director, for a total of 5 directors. Effective upon completion of the Arrangement, the Barsele board consists of Toby Pierce as Non-Executive Chairman, Taj Singh (President & Chief Executive Officer), Gary Cope, Ross Wilmot (Chief Financial Officer) and Marc Legault as a new independent director. It is anticipated that the Gold Line Shares will be de-listed from the TSX Venture Exchange as of the close of trading on or about February 28, 2024.