Barisan Gold Corporation
TSX VENTURE : BG

Barisan Gold Corporation

September 08, 2016 09:00 ET

Barisan Gold Corp. to Become Lithion Energy Corp

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 8, 2016) - Barisan Gold Corporation (TSX VENTURE:BG) (the "Company") is pleased to provide further information about its proposed acquisition of the Railroad Valley Lithium Property located in Nevada, and the Black Canyon Lithium Property located in Arizona and associated company restructuring that will result in the Barisan Gold changing its name to Lithion Energy Corp. The Company will be holding an Annual & Special General Meeting where all proposed changes will be put to a shareholder vote.

Following approval, the Company will become a leading lithium and technology metal exploration company. The Company will merge the expertise of Lithion Energy Corp's. new management and Board of Directors, with the talents of Dahrouge Geologic Consulting Ltd., as well as the capital markets expertise of King & Bay West Management Corp. ("KBW").

Proposed Management Team & Board of Directors

Lithion Energy Corp. is pleased to appoint officers Mr. Darren Smith, M.Sc., P. Geo. - Senior Geologist, as Vice President of Exploration & Director and Mrs. Karen Dyczkowski as Chief Financial Officer. Mr. Smith is a career geologist with a wealth of experience in the lithium and rare metals field. Most recently, he was involved in the discovery and advancement of Commerce Resources Corp's Ashram Rare Earth Deposit in northern Quebec. Mrs. Dyczkowski has served as Controller & Corporate Secretary of Barisan Gold and its predecessor companies for the past decade.

The Board of Directors of the Company will be composed of 4 members. In addition to Mr. Smith, the Board of Directors will include the expertise of Shawn Westcott as well as two highly qualified Independent Directors, Mrs. Jenna Hardy, P. Geo, and Mr. Scott Eldridge. Shawn Westcott has served as President of Barisan Gold Corp. and vice President, Corporate Development for KBW for the past few years. Mrs. Hardy is the Principal of Nimbus Management Ltd., a metals and mining consultancy firm and has worked for a number of junior and senior resource issuers on projects in North and South America from the grass roots stage, to mining operations, and in commodities ranging from coal, fluorspar, graphite, rare metals to industrial minerals. Mr. Eldridge is a co-founder & President of Euroscandic International Group Inc., a private company offering accounting and investment banking services to natural resource companies, as well as Chief Financial Officer of Amarillo Gold Corp., a gold developer focussed on projects in Brazil.

Full biographies will be available in the Information Circular (the "Circular").

Management Service Arrangement with King & Bay West Management Corp.

The Company is pleased to announce that it has entered into a management services agreement with KBW to provide administrative, management, regulatory, legal, corporate development and capital markets services. KBW is led by Mr. Mark Morabito and specializes in identifying, funding, developing and managing growth opportunities in the resource and technology sectors. Mr. Morabito has raised over $700 million to finance the development of junior companies. KBW is vertically integrated with in-house legal and corporate finance departments.

The agreement with KBW, combined with the previously announced exploration agreement with Dahrouge Geological Consulting Ltd., ensures that the Company is surrounded by some of the best consultants in the sector to help advance and develop the newly acquired Railroad Valley Lithium Property, and the Black Canyon Lithium Property to the benefit of all shareholders and stakeholders.

Proposed Share Consolidation

The Company announces that it is proposing to consolidate its issued and outstanding common shares (the "Common Shares") on the basis of one (1) post-consolidation Common Share for every five (5) pre-consolidation Common Shares (the "Consolidation"). Additional information relating to the proposed Consolidation will be included in the Information Circular.

The Board has concluded that the Consolidation would be in the best interests of the Shareholders as it could lead to increased interest by a wider investor audience and better position the Company to obtain financing and pursue acquisition opportunities.

Financing

The Company also announces that it has arranged a non-brokered private placement at a post-consolidation price of $0.10 per unit to raise gross proceeds of up to $700,000. Each unit will consist of one common share of the Company and one non-transferable share purchase warrant. Each whole share purchase warrant shall be exercisable to acquire one additional common share of the Company for a period of 24 months at a price of $0.20 per share purchase warrant.

The Company intends to use the proceeds from the private placement to finance exploration on the Railroad Valley lithium brine property, and the Black Canyon lithium clay property, as well as general administrative purposes. The private placement is subject to acceptance by the TSX Venture Exchange. All the securities issued under the private placement are subject to resale restrictions under applicable securities legislation.

The offering will be non-brokered; however, the Company may pay finders' fees in accordance with the rules and policies of the TSX Venture Exchange.

Darren L. Smith, M.Sc., P.Geol., Dahrouge Geological Consulting Ltd., a Qualified Person as defined by National Instrument 43-101, has reviewed the technical information in this news release.

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.

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FOR FURTHER INFORMATION, visit the Company's website at www.barisangold.com.

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