2514870 Alberta Ltd. (Novcorp) entered into a purchase agreement to acquire Carson River Ventures Corp. (CNSX:CRIV) for CAD 23.5 million in a reverse merger transaction on December 11, 2023. Under the terms of the Purchase Agreement, Carson River will complete a 1 for 3 share consolidation prior to completion of the Transaction.

Carson River will acquire all of the issued and outstanding common shares of Novcorp in consideration for the issuance of 78,250,010 common shares of Carson River on a post-consolidation basis. It is expected that on completion of the Transaction, Carson River will have 87,548,343 common shares outstanding, of which 78,250,010, or 89.4%, will be held by current Novcorp shareholders, and approximately 9,298,333, or 10.6%, will be held by existing Carson River shareholders. The resulting issuer that will exist upon completion of the Transaction (the ?Resulting Issuer?) will carry on the current business of Novcorp.

Upon closing of the Transaction, it is expected that the board of directors and executive officers of the Resulting Issuer will be comprised of the nominees of Novcorp, but that certain current directors of Carson River may continue to serve on the board post Transaction. The proposed directors and executive officers of the Resulting Issuer are Yves Kabongo, Chief Executive Officer and Executive Chairman; John Newman, Chief Financial Officer and Director; Lydia Mbaka, Head of Project Management; John Wright, Vice President, Global Operations; Emile Osumba, Director and Amanda Adamowski, Director. The Transaction is subject to customary closing conditions, including regulatory approvals and the receipt of required approvals from the shareholders of Carson River.

CRIV expects the Transaction to complete in March 2024.