Berkwood to roll back shares, change name effective Aug. 28

VANCOUVER, B.C. – Berkwood Resources Ltd. (TSX-V:BKR, FSE: BK2N (WKN: A2DNV4) (the “Company”) is pleased to announce that effective August 28, 2020 at market open, the Company will consolidate its common shares on the basis of one (1) new post-consolidation common share for every four (4) pre-consolidated common shares. Simultaneously with the consolidation, the Company will change its name to “Goldcore Resources Ltd.“. The Company’s common shares will begin trading on a post consolidated basis on the TSX Venture Exchange under the name “Goldcore Resources Ltd” and new symbol “GEM” on August 28, 2020.

As a result of the consolidation, the Company’s outstanding 69,781,341 common shares will be reduced to 17,445,335 common shares. No fractional shares will be issued. Any fractions of a share will be rounded to the nearest whole number of common shares. The consolidation and name change was approved by the directors and accepted by the TSX Venture Exchange.

Registered shareholders will be required to exchange their share certificates representing pre-consolidation common shares for new share certificates representing post-consolidation common shares. Registered shareholders will be sent a transmittal letter from the Company’s transfer agent, Computershare Investor Services Inc., as soon as practicable after the effective date of the consolidation. The letter of transmittal will contain instructions on how certificate(s) representing pre-consolidation shares may be surrendered to Computershare Investor Services Inc. The transfer agent will forward to each registered shareholder who has provided the required documents a new share certificate representing the number of post-consolidation common shares to which the shareholder is entitled. Until surrendered, each certificate representing pre-consolidation common shares of the Company will be deemed for all purposes to represent the number of whole post-consolidation common shares to which the holder is entitled as a result of the consolidation.

It is the opinion of the Board of Directors of the Company the consolidation will facilitate new equity investments in the Company.

For more information contact Thomas Yingling at 604-343-7740.

On Behalf of the Board of Directors

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.

Berkwood Proposes to Consolidate its Share Capital and to Change Name

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.

For more information on Berkwood Resources Ltd., review the website at http://berkwoodresources.com/, contact Thomas Yingling at 604-343-7740  or email: yinglingtom@gmail.com

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

FOR MORE INFORMATION, PLEASE CONTACT:
Investor Relations:
info@berkwoodresources.com or 1-604-343-7740 www.berkwoodresources.com

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.