AbraPlata Resource Corp. (TSXV:ABRA) signed a non-binding letter of intent to acquire Aethon Minerals Corp. (TSXV:AET) from Altius Minerals Corporation (TSX:ALS), Fondo Mining Equity, managed by Administradora Zeus Capital S.A. and others for CAD 8.8 million on July 28, 2019. AbraPlata Resource Corp. (TSXV:ABRA) signed a definitive agreement to acquire Aethon Minerals Corp. (TSXV:AET) from Altius Minerals Corporation (TSX:ALS) and others on September 11, 2019. Pursuant to the terms of the transaction, each Aethon Minerals Corp. share will be exchanged for 3.75 AbraPlata Resource Corp. common shares. The exchange ratio implies consideration of CAD 0.248 per Aethon Minerals Corp. share, based on the 10-day volume weighted average price of AbraPlata Resource Corp. shares on the TSX Venture Exchange as of July 26, 2019. Aethon Minerals Corp. and AbraPlata Resource Corp. shareholders will own approximately 52% and 48% of the combined entity, respectively. Upon closing of the transaction, the combined company will continue under the name of AbraPlata Resource Corp. and following the completion of the merger, Aethon shares will be delisted from the TSX-V. The parties anticipate entering into a definitive agreement on or prior to August 30, 2019. In the event of termination, each party shall pay a termination fee of CAD 0.25 million. As of October 15, 2019, The parties have also agreed to increase the break fee payable in the event that either party terminates the arrangement under certain prescribed circumstances, including termination in connection with pursuing an alternative transaction, from CAD 0.25 million to CAD 0.5 million. AbraPlata completed a non-brokered private placement financing of 25 million units for aggregate gross proceeds of CAD 1.5 million on October 31, 2019.

The combined company will be led by Aethon Minerals Corp.'s current executive management team, with John Miniotis as the President and Chief Executive Officer. Carlos Pingle as Chief Financial Officer and David O'Connor as Country Manager. AbraPlata Resource Corp.'s current interim Chief Executive Officer, Rob Bruggeman will be appointed as the Non-Executive Chairman of the new Board of Directors. Upon closing of the transaction, the Board of Directors of AbraPlata Resource Corp. will comprise of six Directors: Jens Mayer and Sam Leung or two other individuals nominated by Aethon; Robert Bruggeman and Hernan Zaballa or two other individuals nominated by AbraPlata; John DeCooman or another individual nominated by SSR; and Flora Wood or another individual nominated by IPME.

The transaction is subject to a number of conditions, including signing of definitive agreement, successful renegotiation by the AbraPlata of its existing agreement with SSRM respecting the deferred consideration payable, successful renegotiation or termination of its agreement with Minera Cerro Bayo, receipt of approvals from TSXV, court approval, shareholders' approval including approval from majority of Aethon Minerals Corp. shareholders, insider lock-up agreements, Board support and other standard provisions, among others. The Board of Directors of Aethon Minerals and AbraPlata Resource have unanimously approved the transaction. A special meeting is scheduled to be held on December 12, 2019 to approve the transaction. Aethon's largest shareholder, representing approximately 40.5% of the outstanding Aethon shares, has agreed to vote for the transaction. As of December 16, 2019, Aethon Minerals has received a final order from the Ontario Superior Court of Justice for the proposed transaction. The shareholders of Aethon approved the transaction at the special meeting. The closing is expected to take place by December 31, 2019. As of October 15, 2019, transaction is expected to close in December 2019. As of December 16, 2019, transaction is expected to close on or about December 20, 2019.

Steven G. Robertson of MLT Aikins LLP acted as legal advisor for AbraPlata Resource Corp. Eric Foster of Dentons Canada LLP acted as legal advisor for Aethon Minerals Corp. Red Cloud Klondike Strike Inc. acted as financial advisor and fairness opinion provider to Board of Directors of Aethon Minerals. TSX Trust Company acted as transfer agent and registrar for AbraPlata Resource Corp.