Canter Resources Corp. (CNSX:CRC) entered into an amalgamation agreement to acquire Altitude Ventures Ltd. for CAD 1.4 million on November 10, 2023. Pursuant to the terms of the Amalgamation Agreement, Altitude will amalgamate with Subco, and the holders of Altitude Shares will each receive one common share of Canter (a ?Canter Share?) for every one Altitude Share. It is expected that 18,020,001 Canter Shares will be issued to the current shareholders of Altitude as consideration for all of the outstanding Altitude Shares pursuant to the amalgamation. The amalgamated company will become a wholly -owned subsidiary of Canter. There are currently 18,020,001 Altitude Shares and no convertible securities of Altitude outstanding. Completion of the Transaction is subject to a number of conditions, including the following: no material adverse change will have occurred in the business, results of operations, assets, liabilities, financial condition or affairs of either party, financial or otherwise, between the date of the Amalgamation Agreement and the completion of the Transaction; receipt by each party of all shareholder approvals necessary or desirable in connection with the Transaction; receipt of all necessary regulatory and third-party consents, approvals and authorizations as may be required in respect of the Transaction, all such consents, acceptances and approvals to be on terms and conditions acceptable to the parties; and Canter will not be in default of the requirements of the Canadian Securities Exchange or any securities commission and no order will have been issued and currently in effect preventing the Transaction or the trading of any securities of Canter.

Kathy Tang of Cozen O?Connor LLP acted as legal advisor for Canter Resources and Mark Neighbor of McMillan LLP acted as legal advisor for Altitude. Computershare Investor Services Inc. acted as transfer agent for Canter Resources.