CopAur Minerals Inc. (TSXV:CPAU) executed a Binding Letter agreement to acquire New Placer Dome Gold Corp. (TSXV:NGLD) for CAD 24.1 million on November 30, 2021. CopAur Minerals Inc. entered into an arrangement agreement to acquire New Placer Dome Gold Corp. on March 7, 2022. Under the terms of the agreement, New Placer Dome shareholders will receive, for each common share of New Placer Dome held, 0.1182 common shares of Copaur Minerals. This is expected to result in CopAur issuing up to 20,759,159 new common shares. As of May 13, 2022, all directors and officers of New Placer Dome resigned. New Placer Dome's former chief executive officer, Maximilian Sali, has joined the board of CopAur as a director, and Kristopher J. Raffle, B.Sc., P.Geo., a former director of New Placer Dome, has joined CopAur as vice president of exploration. Upon completion of the transaction, New Placer Dome will become a wholly owned subsidiary of Copaur Minerals, and former shareholders of New Placer Dome will hold approximately 47% of the shares of Copaur Minerals on an outstanding shares basis prior to the Concurrent Financing. In connection with and as a condition closing of the transaction, Copaur Minerals and New Placer Dome will combine their efforts to pursue a concurrent financing in Copaur Minerals, New Placer Dome or both of them to raise gross proceeds of a minimum of CAD 5 million and up to a maximum of CAD 15 million at a price and on terms to be mutually agreed by the parties. Proceeds of the Concurrent Financing will be used to advance the exploration portfolio of the combined entity, for the remaining option payment on New Placer Dome's Kinsley Mountain property and for general working capital purposes. Upon completion of the transaction, New Placer Dome's shares will be de-listed from the TSX. The agreement provides for payment of termination fees of CAD 0.35 million to CopAur by New Placer Dome upon the occurrence of certain termination events.

It is proposed that a minimum of two seats on the Board of Copaur Minerals will be available for New Placer Come representatives, subject to Copaur Minerals approving of the proposed nominees by New Placer Dome and such nominees complying with applicable corporate laws and the rules of the TSXV in connection with such appointment, resulting in a board of up to seven directors. It is also contemplated that the management team will be comprised of the current management team of Copaur Minerals and certain additional key members of the management team of New Placer Dome. In addition to 66 2/3% of shareholders' approval of New Placer Dome, proposed transaction will be subject to applicable regulatory including the TSX Venture Exchange and Court of British Columbia approvals and the satisfaction of other customary conditions. The transaction remains subject to execution of a definitive agreement. New Placer Dome's Board of Directors have determined that subject to satisfactory completion of due diligence, the proposed transaction is in the best interest of shareholders and have approved entering into the Letter Agreement. The arrangement has the support of New Placer Dome's board, management and other shareholders holding approximately 18.6% stake in New Placer Dome. The Board of New Placer Dome unanimously recommend that the shareholders vote in favour of the arrangement resolution. The transaction is also approved by CopAur Minerals's Board. The transaction has been approved by New Placer Dome's shareholders at the special meeting held on May 6, 2022. New Placer Dome will seek a final order of the Supreme Court of British Columbia to approve the arrangement at a hearing expected to be held on or about May 11, 2022. On May 11, 2022, New Placer Dome has obtained a final order from the Supreme Court of British Columbia approving the plan of arrangement. wThe proposed transaction is expected to be completed in late March 2022 or such other date as the parties may agree. As of May 7, 2022, the arrangement is expected to close on or about May 13, 2022, provided all of the customary closing conditions as set forth in the definitive arrangement agreement are satisfied or waived, which include, among other things, the receipt of final approval of the arrangement from the TSX Venture Exchange. PI Financial Corp. acted as financial advisor and fairness opinion provider to the board of New Placer Dome.