Latham Copper-Gold Project entered into a letter of intent to acquire Duro Metals Inc. (TSXV:DURO.P) in a reverse merger transaction on July 9, 2021. Latham Copper-Gold Project entered into an amalgamation agreement to acquire Duro Metals in a reverse merger transaction on November 25, 2021. Pursuant to the terms of the letter of intent and prior to completion of the transaction, Duro Metals will continue its corporate existence from the Alberta Business Corporations Act to the British Columbia Business Corporations Act, consolidate all of its issued and outstanding securities on a basis of 1 new security to 1.4538 existing securities, and change its name to such name as determined by Duro Metals. Pursuant to the LOI, Duro Metals will acquire the Gnat Claims in exchange for: (i) CAD 100,000 shared 50% to each Vendor, with CAD 5,000 payable upon signing of the Letter Agreement as a non-refundable deposit and CAD 95,000 on closing; (ii) 400,000 post-consolidation common shares of Duro Metals at a deemed price of CAD 0.30 per common share issued as 200,000 common shares to each Vendor upon closing; and (iii) 2% net smelter returns royalty to the Vendors, registered 50% to each Vendor, in respect of the Gnat Claims, and 50% of the 2% royalty may be re-purchased by the royalty payor for payment of CAD 1,000,000 to the royalty payees. Pursuant to the transaction, Torr Resources Corp will exchange the Dalvenie Property to 1306043 BC Ltd. in exchange for: (i) 4 million common shares of 1306043 BC at a deemed price of CAD 0.30 per common share; (ii) payment of CAD 100,000 cash to Torr by Duro Metals; and (iii) 2% net smelter returns royalty to Torr in respect of the Dalvenie Property. Post Qualifying Transaction, the Resulting Issuer expects to list on the TSXV as a Tier 2 Mining Issuer, subject to TSXV approval. Concurrently with closing of the Qualifying Transaction, 1306043 BC and Duro Metals will complete a non-brokered private placement for minimum aggregate gross proceeds of at least CAD 1,275,000 to a maximum of CAD 3 million of common shares of 1306043 BC at a price of CAD 0.30 per share which will be exchanged for post-Consolidation common shares of Duro Metals.

Post-closing, the resulting issuer will consist of five members, with 1306043 BC and Torr entitled to nominate three board members and Duro entitled to nominate two board members. On closing of the Qualifying Transaction, all the directors other than Sean Mager and John Williamson will resign and Malcolm Dorsey, Nicholas Stajduhar and Ewan Webster will be appointed as directors. Malcom Dorsey will also be appointed as the new President and Chief Executive Officer on closing. The transaction is subject to the execution of the definitive agreement; the receipt of all regulatory, corporate, and third party approvals, including the approval of the Exchange and compliance with all applicable regulatory requirements and conditions necessary to complete the Qualifying Transaction; the completion of the private placement; the completion of the Name Change; the maintenance of the Company's listing on the Exchange; and the completion of a due diligence review by each party other than confirmatory due diligence.