Cair By David Cosmetics Inc. ("CbD") entered into a non-binding letter of intent to acquire Cerro Mining Corp. (TSXV:CRX.H) from Teresa Lui, Christina Lo and others in a reverse merger transaction on February 7, 2021. Cair By David Cosmetics Inc. ("CbD") executed a definitive amalgamation agreement to acquire Cerro Mining Corp. ("Cerro") in a reverse merger transaction on July 2, 2021. Cerro Mining Corp. expects to issue approximately 25,000,000 shares to the current shareholders of Fridays Dog Inc as consideration for all of the issued and outstanding FDI Shares. Under the terms of the transaction, it will be completed by way of a three-cornered amalgamation under the Business Corporations Act. Pursuant to the transaction, CbD will amalgamate with a wholly owned subsidiary of Cerro and the holders of CbD shares will receive one common share of the Resulting entity from the transaction (“Resulting Issuer”), for one CbD share held. CbD is in the process of consolidating its issued and outstanding shares on the basis of one post-consolidation CbD share for every two pre-consolidation CbD shares. It is expected that approximately 24,100,000 Resulting Issuer shares will be issued to the current shareholders of CbD as consideration for all of the issued and outstanding CbD shares pursuant to the amalgamation. As of December 15, 2021, It is expected that approximately 24,707,750 Resulting Issuer Shares (assuming conversion of all outstanding FDI convertible securities) will be issued to the current shareholders of FDI as consideration for all of the issued and outstanding FDI Shares pursuant to the amalgamation. The amalgamated company will become a wholly owned subsidiary of the Resulting Issuer and the business of the Resulting Issuer will be the business of CbD. As of May 11, 2021, It is expected that 42,996,500 million Resulting Issuer shares will be issued to the current shareholders of CbD as consideration for all of the issued and outstanding CbD shares pursuant to the amalgamation. In accordance with policies of the TSX Venture Exchange (the "TSXV), common shares of the Resulting Issuer ("Resulting Issuer Shares") issued to certain Principals of the Resulting Issuer and their respective Associates (within the meaning of TSXV policies) will be escrowed and released in stages over a three-year period and some of the Resulting Issuer Shares issued to former non-Principal shareholders of CAIR by David will be subject to the TSXV's seed share resale restrictions. In addition, all Resulting Issuer Shares issued to former shareholders of CAIR by David will be subject to one year or two year pooling requirements, as applicable. Concurrently with completion of the transaction, Cerro anticipates completing a private placement to raise gross proceeds of a minimum of CAD 5,000,000 and a maximum of CAD 8,000,000 by the issuance of common shares of Cerro at a price of CAD 0.50 per share. In connection with the transaction, CbD intends to complete an offering of unsecured convertible debentures to raise up to CAD 6 million. As of May 25, 2021, Cerro Mining closed a non-brokered private placement for aggregate gross proceeds of CAD 10.109 million. In connection with the transaction, CAIR by David completed an offering of unsecured convertible debentures of CAIR by David for gross proceeds of CAD 6.3 million. Prior to the Transaction, the CbD Debentures will be converted into CbD shares on such terms and at such conversion price to be set out in the definitive CbD Debenture certificate, subject to approval by the TSXV. The number of such Resulting Issuer shares issuable to the holders of CbD Debentures will depend on the amount raised by CbD in the CbD Debenture Offering. This will result in the current shareholders of CAIR by David holding approximately 48.4% of the issued and outstanding shares of the resulting company on a post-transaction and non-diluted basis, after completion of the Concurrent Financing. Pursuant to the extraordinary resolution passed by Subscription Receiptholders effective September 30, 2021, all proposed amendments to the Subscription Receipt Agreement were approved.

Subscription Receipt Agreement were approved On closing of the Transaction, Cerro will change its name to CAIR by David Enterprises Inc. As per announcement on September 17, 2021, Cerro as the resulting issuer will change its name to "Friday's Dog Holdings Inc." on close of the transaction. The transaction will constitute a reverse takeover transaction pursuant to Policy 5.2 Change of Business and Reverse Takeovers of the TSXV and a reactivation of Cerro as a company currently listed on the NEX Board of the TSXV. Upon completion of the transaction, the Resulting Issuer shares will be listed on the TSXV as a Tier 2 industrial issuer.

On completion, the Board of the Resulting Issuer will be comprised of five Directors- David Babaii, Director and Chief Executive Officer, Brian Ast, Chief Financial Officer, Andrew Bowering, David Velisek, Anthony Patterson, Ravinder Kang and Terence E. Block, as Directors, Kelly Willet, Chief Operating Officer and Ariel Foxman, Chief Branding Officer. As per announcement on September 17, 2021, directors and officers of resulting issuer will consist of: Richard Scheiner, Chief Executive Officer; Brian Ast, Chief Financial Officer; Andrew Bowering, Director; David Velisek, Director; Anthony Paterson, Director; Ravinder Kang, Director; Michael Kobler, Director; Kelly Willett, Chief Operating Officer; Ariel Foxman, Chief Branding Officer; and Steve Elston, Chief Creative Officer. The transaction is subject to approval by TSXV, satisfactory due diligence by Cerro related to CbD, the parties entering into a definitive amalgamation agreement by February 28, 2021, the entering into of voting support agreements by directors, officers and significant shareholders of CbD, approval of the shareholders of CbD, approval of the transaction by Cerro's disinterested shareholders in accordance with TSXV policies, no dissent rights having been exercised by CbD shareholders in excess of 10% of the issued CbD shares, completion of the consolidation of the CbD shares, completion of the concurrent financing, approval of Board of Directors of CbD and Cerro, completion of the CbD debenture offering, the entering into of pooling agreements by shareholders of CbD pursuant to which their Resulting Issuer shares will be deposited into escrow and released on terms to be set out in the definitive amalgamation agreement and other customary closing conditions. Cerro's subscription receipts issued in the private placement that raised CAD 10,109,000 will have been exchanged for Cerro Shares and the subscription funds currently held in escrow will have been released to Cerro; and the transaction will have completed not later than September 30, 2021, unless the completion deadline is extended by the parties. Following the approval of the Extraordinary Resolution by the Subscription Receiptholders, Cerro and FDI intend to call a special meeting of their respective shareholders on a date to be determined by Cerro and FDI to seek approval of the Transaction by their respective disinterested shareholders. On January 25, 2022, the transaction has been granted by the TSX Venture Exchange. As of February 22, 2022, the shareholders of Cerro has approved the deal. The transaction will close on or before February 28, 2022. Conrad Nest of Boughton Law Corporation acted as legal advisor to Cerro. Jeff Wust of McMillan LLP acted as legal advisor to Cair By David. Saturna Group Chartered Professional Accountants LLP acted as accountant to Cerro Mining Corp. Davidson & Company LLP acted as accountant to Fridays Dog Inc.

Cair By David Cosmetics Inc. ("CbD") completed the acquisition of Cerro Mining Corp. (TSXV:CRX.H) from Teresa Lui, Christina Lo and others in a reverse merger transaction on February 25, 2022. In connection with closing of the transaction, Cerro Mining Corp. issued an aggregate of 43.9 million common shares to the former shareholders of FDI. Cerro Mining Corp. closed the previously announced subscription receipt offering for gross proceeds of CAD 9.3 million. As a result of the transaction, FDI became a wholly owned subsidiary of Cerro Mining Corp. and changed its name to "Friday's Dog Holdings Inc." Trading is anticipated to resume on March 4, 2022. Upon resumption of trading, the common shares of Cerro Mining Corp. will trade under the symbol "DOGS" and Cerro Mining Corp. will be listed as a Tier 2 Industrial Issuer.