Sumer Resources Inc. entered into a binding letter agreement to acquire Mandeville Ventures Inc. (TSXV:MAND.P) from share holders in a reverse merger transaction on June 13, 2023. It is anticipated that the Proposed Transaction will constitute the qualifying transaction of Mandeville in accordance with Policy 2.4 - Capital Pool Companies of the Corporate Finance Manual (the ?CPC Policy?) of the TSX Venture Exchange (the ?TSXV?). The resulting company following the completion of the Proposed Transaction is referred to as the ?Resulting Issuer?. The Letter Agreement contemplates that Sumer and Mandeville will negotiate and enter into a definitive agreement in respect of the Proposed Transaction on or before September 1, 2023 (the ?Definitive Agreement?), pursuant to which it is anticipated that Mandeville will acquire all of the issued and outstanding Sumer common shares (the ?Sumer Shares?), and shareholders of Sumer will receive Mandeville common shares (the ?Mandeville Shares?) in exchange for their Sumer Shares on a share for-share basis (both as presently constituted or on a post-consolidation basis as otherwise provided for herein). The Proposed Transaction will be structured as a three-cornered amalgamation, plan of arrangement or other structure based on the advice of the parties' respective advisers and taking into account various securities, tax, operating and other considerations. It is anticipated that the Resulting Issuer will continue the business of Sumer under the name ?Sumer Resources Corp.? or such other name to be determined by Sumer (the ?Name Change?). It will also be a condition of the Proposed Transaction that Mandeville (i) continue from the laws of Ontario to the laws of British Columbia (the ?Continuance?); and (ii) if requested by Sumer and provided that the Sumer Shares are consolidated on the same basis, consolidate its common shares on the basis of one (1) post-consolidated Mandeville Share for up to every ten (10) pre-consolidated Mandeville Shares (the ?Mandeville Consolidation?). Upon completion of the Proposed Transaction, the Resulting Issuer?s board and management will consist of the following persons: Daniel Baard, Chief Executive Officer and Director; Rodger Roden, Chief Financial Officer and Director; William Johnstone, Legal Counsel & Corporate Secretary; Armando Farhate, Chief Operations Officer and Director; Arno Brand, Chairman of the Board; Peter Sheppeard, Director and Dean Hanisch, Director. Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 2 mining issuer on the TSXV, with Sumer as its operating subsidiary. In connection with the Proposed Transaction, Sumer intends to complete: (i) a non-brokered working capital private placement of up to 4,700,000 Sumer Shares at a price of CAD 0.15 for gross proceeds of up to CAD 705,000; and (ii) a brokered private placement on terms to be negotiated but on a basis not less than CAD 0.15 per Sumer Share as presently constituted (collectively, the ?Sumer Financings?). The proceeds of the Sumer Financings will be used to finance (i) exploration and other expenses relating to the Projects, (ii) cost of the Proposed Transaction; and (iii) the working capital requirements of the Resulting Issuer.

The completion of the Proposed Transaction is subject to a number of terms and conditions, including and without limitation to the following: negotiation and execution of the Definitive Agreement; there being no material adverse changes in respect of either Mandeville or Sumer; the parties obtaining all necessary consents, orders, regulatory and shareholder approvals, including the conditional approval of the TSXV; completion of the Name Change, Continuance and, if required, the Mandeville Consolidation and any other required corporate changes; completion of a NI 43-101 compliant technical report for the Projects; completion of a thorough business, legal and financial review by each party of the other party; and other standard conditions of closing for a transaction in the nature of the Proposed Transaction. The Proposed Transaction does not constitute a Non-Arm's Length Qualifying Transaction (as that term is defined in the CPC Policy) and, accordingly, is not expected to require the approval of Mandeville's shareholders. Shareholder approvals for Mandeville to implement the proposed transaction and ancillary matters were received at Mandeville?s annual and special meeting of shareholders held on July 28, 2023. As of September 8, 2023, Mandeville Ventures has extended the period for the completion of due diligence and the negotiation and execution of a definitive agreement in respect of its proposed business combination with Sumer Resources Inc. by 30-days to October 2, 2023. As of October 2, 2023, Mandeville Ventures has again extended the period for the completion of due diligence and the negotiation and execution of a definitive agreement to November 30, 2023. On November 30, 2023, the binding letter agreement was again amended to extend the period for the completion of due diligence and the negotiation and execution of a definitive agreement in respect of its proposed business combination to February 28, 2024.