Churchill Diamond Corporation entered into a letter agreement to acquire 9 Capital Corp. (TSXV:NCPL.P) in a reverse merger transaction for CAD 1.8 million on December 23, 2020. As of January 29, 2021, Churchill Diamond Corporation entered into definitive agreement to acquire 9 Capital Corp. (TSXV:NCPL.P) in a reverse merger transaction. Pursuant to the proposed transaction, holders of the issued and outstanding common shares of Churchill will receive one 9 Capital Share for each Churchill Share held (the “Exchange Ratio”). All existing securities convertible into Churchill Shares shall be exchanged, based on the Exchange Ratio, for similar securities to purchase 9 Capital Shares on substantially similar terms and conditions. Pursuant to the Proposed Transaction, 9 Capital will consolidate its issued and outstanding common shares (the “9 Capital Shares”) on the basis of one “new” 9 Capital Share for every 1.7 “old” existing common share of 9 Capital. Following the completion of the transaction, shareholders of the 9 Capital will hold approximately 20.4% of the 9 Capital Shares, the current shareholders of Churchill will hold approximately 65.4% of the 9 Capital Shares. On or immediately prior to the completion 9 Capital will effect a name change to such name as may be determined by Churchill. As a result of the merger, 9 Capital will change its name to "Churchill Resources Inc." and will commence trading on the TSXV under the ticker symbol “CRI” on or about the week of June 21, 2021. Prior to completion, board of directors of the 9 Capital shall be reconstituted to consist of such directors as Churchill shall determine, subject to the minimum residency requirements of the Business Corporations Act (Ontario), and all existing officers of the Company shall resign and be replaced with officers appointed by the new slate of Board of Directors.

Subject to applicable shareholder and Exchange approval, it is anticipated that the officers and directors of the combined company will be Paul Sobie, President and Chief Executive Officer and Director, Paul Robertson, Chief Financial Officer and Corporate Secretary, Bill Fisher, Director, Alec Rowlands, Director. Transaction is conditional upon listing of the resulting issuer shares on TSXV, Churchill shall have obtained the approval of its Board of Directors and shareholders, regulatory consents from relevant governmental authorities, on completion of the business combination, each of the parties as required by the TSXV shall have entered into an escrow agreement, dissent rights will not have been exercised in respect of a total number of Churchill Common shares which would, if such shares were converted into 9 Capital Shares pursuant to the business combination, exceed 5% of the 9 Capital shares outstanding upon completion of the business combination, resignation of each of the Directors and officers of 9 Capital, the completion of the non-brokered private placement and other customary closing conditions. Letter Agreement shall terminate in the event that a definitive business combination agreement is not entered into among the parties by January 31, 2021. An annual and special meeting of shareholders of 9 Capital will be held on April 8, 2021. As of June 7, 2021, TSXV conditionally approved the transaction. Closing of the transaction is expected to occur on or about June 16, 2021.

Chris Irwin of Irwin Lowy LLP acted as the legal advisor to 9 Capital and Jay Goldman of Cassels Brock & Blackwell LLP acted as the legal advisor to Churchill as part of the transaction. TSX Trust Company acted as Transfer Agent for 9 Capital.