Lipari Diamond Mines Ltd. signed a non-binding letter of intent to acquire Golden Share Resources Corporation (TSXV:GSH) in a reverse merger transaction on February 3, 2023. Lipari Diamond Mines Ltd. signed a share exchange agreement to acquire Golden Share Resources Corporation (TSXV:GSH) in a reverse merger transaction for CAD 34 million on March 15, 2023. As per the terms of the transaction, the Company will issue common shares ("Resulting Issuer Shares") in exchange for the outstanding common shares of Lipari (the "Lipari Shares"), on the basis of 2.21678892 Resulting Issuer Shares for each Lipari Share (the "Exchange Ratio"). For the purposes of the Transaction Lipari is being valued at $25 million or CAD 34 million (based on an exchange ration of $1.00 = CAD 1.36) and as such the Resulting Issuer Shares will be issued at a deemed price of $0.45110294 (CAD 0.6135) per Resulting Issuer Share. Upon the completion of the Transaction, the Resulting Issuer will assume sole ownership of the share capital of Lipari. The Resulting Issuer will own 100% of Lipari and the former holders of the Lipari Shares will become shareholders of the Resulting Issuer. It is anticipated that, following completion of the Consolidation and assuming the Maximum Offering, an
aggregate of 115,077,067 Resulting Issuer Shares will be issued and outstanding, with: (i) the former holders of Lipari Shares (not including investors in the Financing) holding 55,419,723 Resulting Issuer Shares, representing approximately 48.2% of the outstanding Resulting Issuer Shares; (b) holders of Lipari Subscription Receipts holding 54,838,710 Resulting Issuer Shares, representing approximately 47.7% of the outstanding Resulting Issuer Shares; and (c) former Golden Share shareholders holding 4,818,635 Resulting Issuer Shares, representing 4.2% of the outstanding Resulting Issuer Shares. Assuming the Minimum Offering, an aggregate of 71,206,099 Resulting Issuer Shares will be issued and outstanding, with: (a) the former holders of Lipari Shares holding 55,419,723 Resulting Issuer Shares, representing approximately 77.8% of the outstanding Resulting Issuer Shares; (b) holders of Lipari Subscription Receipts holding 10,967,742 Resulting Issuer Shares, representing approximately 15.4% of the outstanding Resulting Issuer Shares; and (c) former Golden Share shareholders holding 4,818,635 Resulting Issuer Shares, representing 6.8% of the outstanding Resulting Issuer Shares. The primary business of the Resulting Issuer will then become that of the business of Lipari. The Resulting Issuer will change its name to "Lipari Diamond Mines Ltd." The transaction will therefore result in a reverse take-over of the Golden Share by Lipari whereby the shareholders of Lipari will own a majority of the outstanding common shares of the Golden Share. Upon completion of the transaction, it is anticipated that the board of directors of the resulting issuer shall consist of seven members to be determined by Lipari. The management of the Resulting Issuer will be comprised of the following individuals; Ken Johnson - Proposed President and Chief Executive Officer, Bruce Ramsden - Proposed Director and Chief Financial Officer, LuizBizzi - Proposed Director and Co-Chairman, Maurice Aftergut - Proposed Director and Co-Chairman, Augusto Paulino de Almeida Neto - Proposed Director and President of Lipari's Angolan Subsidiaries, Frances Kwong - Proposed Director and Paul Zimnisky - Proposed Director.

The transaction is subject to satisfactory due diligence review, negotiation and execution of the definitive agreement, approval by the boards of directors of each of the companies, approval of the shareholders of Lipari, approval of the shareholders of the Golden Share, the receipt of all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the TSXV, subject only to customary
conditions of closing, the completion of the Consolidation, Name Change, the minimum Financing and obtaining necessary third party approvals.