GTA Announces Loan and Possible Sale of Assets

Press Release

(Burlington, Ontario, October 17, 2018) GTA Resources and Mining Inc. (“GTA” or the “Company”) (TSXV: GTA) announces it has entered into an agreement for a loan of $425,000 (four hundred twenty-five thousand dollars) (the “Loan”) from an arm’s length party (the “Lender”).

The Loan is to be secured by a debenture, has a term of one year, accrues simple interest at ten per cent per annum payable on the last day of the term, and is to be advanced in two tranches. The first tranche of $275,000 is to be advanced on or before October 26, 2018, and the second tranche for the balance is to be advanced on or before November 9, 2018. On the making of the first tranche, the Lender will have the right to nominate one person to GTA’s board of directors.

The use of proceeds of the Loan is to carry out the next phase of exploration at Big Duck Lake in Hemlo, Ontario, and for general corporate purposes. GTA is advancing exploration at Big Duck Lake to make it a more attractive asset for sale as part of GTA’s portfolio, and to satisfy outstanding government incentive securities obligations under the Canadian Income Tax Act. GTA’s board has approved the Loan.

GTA and the Lender are in discussions whereby GTA would divest itself of all its mining assets and then acquire assets in another industry in which the Lender may already have an interest. GTA is in discussions with arm’s length and non-arm’s length parties concerning such divestiture, although no agreement has yet been reached and there is no assurance that such an agreement can be reached.

Assuming GTA can reach agreement to sell all its mining assets, GTA’s shareholders would ultimately be asked to consider and if thought appropriate approve a change of business, a reverse takeover or similar business combination, a financing or financings, a share consolidation in an as-yet uncertain ratio, a name change, a new board of directors which may or may not include the Lender’s nominee, a delisting from the TSX Venture Exchange, and a new listing on another Canadian stock exchange. Regulatory approval would also be required for this series of possible transactions.

There are considerable risks in such a strategy, which risks cannot be meaningfully identified or quantified until there is a sale agreement for GTA’s assets and until GTA has agreed to acquire assets or a business in another industry. The risks will be fully described in the disclosure documents at the appropriate time. To help mitigate the uncertain risks, unless otherwise directed by the shareholders, GTA will not close on the sale of all its mining assets unless it has already entered into an agreement to acquire other assets or businesses in another industry.

“In this difficult Canadian mining environment, it was almost impossible for the board not to come to this decision,” said Peter M. Clausi, GTA’s CEO. “The lackluster commodity markets, the depressed public market for junior explorers, and the severe challenge of raising further capital all contributed to this decision. We believe GTA’s shareholders will be better served in a growth industry other than junior exploration.”

ABOUT GTA RESOURCES – GTA is a publicly traded mineral exploration company with roughly 51,000,000 shares outstanding.

On behalf of the board of directors,

GTA Resources and Mining Inc.
“Peter M. Clausi”
President and CEO
+1 289-288-3255

IBF4