BPG Metals Corp. entered into a non-binding letter of intent to acquire Jabbo Capital Corp. (TSXV:JAB.P) in a reverse merger transaction on January 24, 2022.

Pursuant to the Transaction, all of the existing Common Shares of Jabbo will be consolidated on the basis of one post-consolidated Common Share for each 2 currently existing Common Shares issued and outstanding. As a result of the Transaction, the Resulting Issuer will indirectly carry on the business of BPG Metals Corp. and will change the Resulting Issuer's name to “BPG Metals Corp.” or such other name as determined by BPGM and as may be accepted by the TSXV and any other relevant regulatory authorities.

The Board of Directors and senior management of BPG Metals Corp. are comprised of Luís Mauricio F. Azevedo (Chairman & Chief Executive Officer), Nicole Adshead-Bell (Lead Director), Stuart Comline (Director), Anthony Polglase (Director), Stephen Quin (Director), Simon Mottram (President), Manoel Cerqueria (CFO), Alex Penha (EVP Corporate Development) and James McVicar (Corporate Secretary). At the closing of the Transaction, the current directors of Jabbo will resign and be replaced by the nominees of BPG Metals Corp., in accordance with corporate law and with the approval of the TSXV.

It is anticipated that these individuals will comprise the Board of Directors and senior management of the Resulting Issuer upon completion of the Transaction. The parties currently contemplate that BPG Metals Corp. will complete a private placement of securities through the issuance of subscription receipts by BPG Metals Corp.

and/or Jabbo. Pursuant to the terms and conditions of the LOI, Jabbo and BPG Metals Corp. will negotiate and enter into a definitive agreement.

Completion of the Transaction is subject to a number of conditions including, but not limited to: (i) satisfactory completion of due diligence; (ii) execution of the Definitive Agreement; (iii) completion of the Concurrent Financing; (iv) receipt of all director, shareholder (if necessary) and requisite regulatory approvals, including the acceptance of the TSXV; and (v) preparation and filing of a management information circular or filing statement outlining the definitive terms of the Transaction and describing the business to be conducted by the Resulting Issuer following completion of the Transaction, in accordance with the policies of the TSXV.