Gold Line Resources Ltd. (GLR) entered into a letter of intent to acquire Tilting Capital Corp. (TSXV:TLL.H) (TLL), in a reverse merger transaction for CAD 7.3 million on May 12, 2020. As of August 10, 2020, Gold Line Resources Ltd. entered into a definitive amalgamation agreement to acquire Tilting Capital Corp. in a reverse merger transaction. As consideration, it is expected that TLL will issue approximately 35.4 million TLL shares to shareholders of GLR in the ratio of one TLL common share for every one GLR common share and 1.8 million outstanding options of GLR will be exchanged or replaced with equivalent securities of TLL. In a related transaction, TLL and GLR will enter into a pooling agreement under which TLL shares issued and all GLR shares will be held in escrow and release 40% of the applicable TLL shares and 40% of the applicable GLR shares on closing of the transaction, with the remaining 60% of each released in tranches of 30% at 6 and 12 months after closing of the transaction. In another related transaction, TLL anticipates completing a private placement of TLL shares for gross proceeds CAD 3 million. On August 12, 2020, TLL completed the private placement of subscription receipts and raised approximately CAD 6 million. Upon completion, it is expected that the resulting issuer will carry on the business previously carried on by GLR. TLL anticipates to move from the NEX to the TSXV as a "Tier 2" issuer that will meet the TSXV's initial listing requirements applicable thereof. Upon completion, resulting issuer will change its name to “Gold Line Resources Ltd.”

The board of the resulting issuer will be comprised of five directors with three representatives from TLL, one representative from GLR and one representative from EMX Royalty Corp., GLR's largest shareholder. It is expected that the board will include Henrik Lundin, who will also be appointed as Chairman, Adam Cegielski, who will also be appointed as Chief Executive Officer, Eric Jensen, Joel Shacker, and Simon Studer. Szascha Lim is expected to be appointed as Chief Financial Officer and Corporate Secretary.

The transaction is subject to satisfactory completion of due diligence investigations by each of TLL and GLR on or before May 25, 2020, the negotiation and execution of a definitive agreement on or before June 15, 2020, approval by the directors of TLL and GLR, approval by the shareholders of GLR, completion of private placement transaction, filing of technical report(s) in respect of the projects that are compliant with NI 43-101, receipt of all requisite regulatory including TSX Venture Exchange and third party approvals. The transaction is also subject to immediately prior to closing of TLL having cash of not less than CAD 0.62 million, indebtedness of not more than CAD 0.4 million, TLL having issued and outstanding not more than approximately 18.3 million TLL shares and 7.6 million warrants to purchase TLL shares. The TSX Venture Exchange has provided conditional approval for the transaction, the proposed name change, and the private placement. TLL will pay a finder's fee of 1.8 million TLL shares and an administration fee of 3.4 million TLL shares. The transaction is expected to close on or about October 28, 2020.

Computershare Trust Company of Canada acted as transfer agent and registrar to TLL.

Gold Line Resources Ltd. (GLR) completed the acquisition of Tilting Capital Corp. (TSXV:TLL.H) (TLL) in a reverse merger transaction on October 28, 2020. The common shares of Gold Line Resources are expected to begin trading as a Tier 2 Mining Issuer on the TSX Venture Exchange under the symbol “GLDL” on November 4, 2020. Effective upon completion of the transaction, Henrik Lundin was appointed as a Director and Chairman and Eric Jensen was appointed as a Director. Accordingly, the board is now comprised of Adam Cegielski, Chief Executive Officer, Joel Shacker, Simon Studer, Henrik Lundin, Chairman and Eric Jensen. Szascha Lim continues in her role as Chief Financial Officer and Corporate Secretary.