Skarb Exploration Corp. (CNSX:SKRB) entered into a non-binding letter of intent to acquire Victorian Gold Project from Petratherm Limited (ASX:PTR) for CAD 12 million on August 23, 2020. Skarb Exploration Corp.

entered into a definitive asset purchase agreement to acquire 100% of the right, title and interest in the Victorian Gold Project from Petratherm Limited on October 9, 2020. In consideration for the Project, Petratherm will receive 100 million shares in Skarb, which in turn will be distributed in specie to the company's shareholders “pro rata” in accordance with their shareholdings in Petratherm. The transaction is conditional on Skarb completing a private placement for gross proceeds of not less than CAD 4 million at or prior to closing of the transaction, satisfactory completion of due diligence by the company and Skarb, the receipt by Skarb of all required regulatory, consents, permits, waivers, exemptions and orders, including but not limited to approval of the Canadian Securities Exchange, the company obtaining all approvals required by it in connection with the proposed transaction under Australian and/or Canadian law including, among other things, approval to distribute the consideration shares in specie to its shareholders, approval of the Proposed Transaction by the shareholders of Skarb, execution of the definitive agreement, Petratherm obtaining the consent of Cape Clear Minerals Pty Ltd and Predictive Discovery Limited to the assignment to Skarb of the company's rights and interests under the Mining Farm-In and Joint Venture Agreement in relation to EL 5344, EL 5434 and EL 5537 (Glenfine Gold Project), the distribution wait period imposed by the CSE or otherwise with respect to the consideration shares does not exceed the period of four months and one day and other condition precedents customary for a transaction.

Petratherm and Skarb will move quickly to complete their mutual due diligence and enter a definitive agreement for this transaction. As of September 25, 2020, Earth Resources Regulation Victoria approved granting of EL 006816 centered on haunted stream gold workings, which is final condition for the transaction. As per announcement of October 12, 2020, Petratherm Limited aims to hold a shareholder meeting as soon as possible to seek necessary approvals to finalize the transaction.

As per announcement of November 18, 2020, the transaction is expected to close before Christmas 2020. The transaction is anticipated to close in mid-December 2020 and exploration work to commence early in 2021.