August 4, 2020, VANCOUVER, B.C. – Berkwood Resources Ltd. (TSX-V: BKR, FSE: BK2N (WKN: A2DNV4) (the “Company”) advises that it will be immediately filing for, and seeking approval of, documents relating to the consolidation of the Company’s issued and outstanding share capital with the TSX Venture Exchange. The intended consolidation will be on a basis of one post-consolidation common share for every four (4) pre-consolidation common shares. This consolidation will reduce the issued and outstanding shares of the Company from 69,781,341 to 17,445,335 shares, assuming no other change in the issued capital. The Company’s outstanding options and warrants will also be adjusted on the same basis (1 new for 4 old) as the common shares, with proportionate adjustments being made to exercise prices. No fractional common shares will be issued, and no cash will be paid in lieu of fractional post-consolidation common shares. All fractional shares equal or greater to one-half resulting from the consolidation will be rounded to the next whole number. A letter of transmittal will be mailed to shareholders advising that: (i) the consolidation has taken effect; and (ii) shareholders should surrender their existing share certificates (representing pre-consolidation common shares) for replacement share certificates (representing post-consolidation common shares). Until surrendered, each existing share certificate will be deemed, for all purposes, to represent the number of common shares to which the holder thereof is entitled as a result of the consolidation.
Simultaneously with the consolidation, the Company intends to change its name to “Goldcore Resources Ltd.”. The effective date of the consolidation, name change and new trading symbol will be disclosed in a subsequent news release. Notwithstanding the foregoing, the board of directors may, at its discretion, determine not to effect the consolidation or change of name.
The board of directors believes that the proposed share consolidation and change of name is necessary to facilitate new equity investments in the Company, to finance continuing business activities and to investigate new opportunities. The Company’s articles of incorporation authorize the board of directors to approve certain changes to the Company’s capital structure, including the consolidation and change of name. As such, shareholder approval is not required. The consolidation and change of name is subject to the approval by the TSX Venture Exchange.
The Company also announces that it will not be proceeding with the stock option grants as announced July 24, 2020.
About the Company: Berkwood is engaged in exploration for the commodities that enable the modern revolution in essential technologies. These technologies are dependent upon the ethical mining and supply of naturally occurring elements and minerals that enhance the performance of energy storage systems and permit the development and miniaturization of new electronics and structural components for the new suite of innovative tools. The Company is led by a team with collectively over 200 years experience and whose members have been involved with the discovery of several producing mines.
On Behalf of the Board of Directors
Berkwood Resources Ltd.
President, CEO & Director
Disclaimer for Forward-Looking Information:
Certain statements in this release are forward-looking statements, which reflect the expectations of management. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management’s current views and are based on certain expectations, estimates and assumptions, which may prove to be incorrect.
Neither 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.