Bangles Gold Pty Ltd. entered into a binding letter agreement to acquire Cairo Resources Inc. (TSXV:QAI.H) for CAD 2 million in a reverse merger transaction on January 26, 2021. Bangles Gold Pty Ltd. signed a share exchange agreement to acquire Cairo Resources Inc. on June 15, 2021. The shareholders of Bangles will receive Cairo Shares in exchange for their Bangles Shares. Immediately prior to closing of the Proposed Transaction, Bangles will have 1,500,000 common shares (the “Bangles Shares”) outstanding, and no outstanding securities exchangeable or convertible into Bangles Shares. Prior to the closing of the Proposed Transaction, Cairo will have 5,256,473 Cairo Shares issued and outstanding. It is intended that an aggregate of 5,000,000 Cairo Shares and CAD 112,500 will be issued and paid pro rata to the shareholders of Bangles in exchange for 100% of the Bangles Shares. It is anticipated that the resulting entity (the “Resulting Issuer”) will continue the business of Bangles under a name to be mutually agreed to by the parties. It is anticipated that the resulting entity will continue the business of Bangles and change its name to “Gladiator Metals Corp.” In connection with the Proposed Transaction, the parties will arrange a concurrent financing of units of Cairo (“Units”) for gross proceeds of CAD 2.1 million or such lesser or greater amount agreed to by the parties, at a price of CAD 0.28 per Unit (the “Concurrent Financing”). Each Unit will consist of one Cairo Share and one-half of a share purchase warrant of Cairo (“Warrants”), with each whole Warrant exercisable for a period of 18 months at a price of CAD 0.40 per Cairo Share. The Concurrent Financing may be structured as a subscription receipt offering. Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 2 Mining Issuer on the Exchange. In conjunction with and upon closing of the Transaction, the board of directors and management of the Resulting Issuer is expected to include Ian Harris (Chief Executive Officer), Matthew Roma (Chief Financial Officer), Shawn Khunkhun (independent director), Jason Bontempo (independent director), Darren Devine (independent director) and such other directors and officers as may be agreed to by the parties. The completion of the Proposed Transaction remains subject to a number of terms and conditions, including, among other things: the negotiation and execution of the Definitive Agreement; no material adverse changes occurring in respect of either Cairo or Bangles; the Name Change shall have been implemented; completion of the Concurrent Financing; Bangles shall have obtained a technical report in connection with the Proposed Transaction prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects; the parties obtaining all necessary consents, orders and regulatory, including the conditional approval of the Exchange; completion of a thorough business, legal and financial review by each party of the other party; and other standard conditions of closing for a transaction in the nature of the Proposed Transaction. The Proposed Transaction will not require the approval of the shareholders of Cairo. The TSXV has conditionally approved the Acquisition as the Qualifying Transaction of Cairo subject to Cairo fulfilling all the requirements of the TSXV. The Proposed Transaction will require the approval of the shareholders of Bangles. The transfer agent and registrar for the common shares of Cairo is Odyssey Trust Company.