Lipari Diamond Mines Ltd. announced that it has signed into letter of intent with Golden Share Resources Corp. for the minimum gross proceeds of CAD 6,800,000 and maximum gross proceeds of CAD 34,000,000 on February 3, 2023. The completion of the transaction is subject to a number of conditions precedent to be fulfilled prior to closing, including the completion of satisfactory due diligence review, negotiation and execution of the definitive agreement respecting the transaction and accompanying transaction documents, approval by the boards of directors of each of the company, approval of the shareholders, approval of the shareholders of the company at a special meeting of the shareholders of the company obtaining necessary third party approvals, exchange acceptance and closing of the minimum financing.

There can be no assurance that the transaction will be completed as proposed or at all. The company issued common shares in the transaction. The authorized share capital of the company consists of an unlimited number of common shares without nominal or par value and the number of issue and outstanding common shares is 48,186,345 common shares as of the date hereof.

Prior to the closing of the transaction and prior to the completion of the Lipari financing, the only securities of Lipari that will be issued and outstanding are 25,000,000 common shares in the capital of and a total of 3,85,000 shares will be reserved for issuance pursuant to the conversion of certain convertible debentures. Closing of the transaction is expected to be completed by the end of February 2023. Certain company securities issuable under the transaction may be subject to the escrow requirements of the exchange and hold periods as required by applicable securities laws.