1252201 B.C. Ltd ("AP Mining") entered into a definitive agreement to acquire Pinehurst Capital II Inc. (TSXV:PINH.P) in a reverse merger transaction on September 10, 2020. In a related transaction, AP Mining entered into a purchase agreement with Argonaut Gold Inc. to acquire the Ana Paula gold development project located in the Guerrero Gold belt of Mexico. Pinehurst will be the parent company and 100% of the issued and outstanding securities of AP Mining will be owned by the resulting issuer, conditional on the completion by AP Mining of the acquisition of the Ana Paula Project. Pursuant to the agreement, AP Mining will complete a non-brokered private placement of aggregate proceeds of approximately CAD 30 million by the issuance of subscription receipts of AP Mining. In connection with the transaction, Pinehurst will consolidate its outstanding common shares on a 2:1 basis and will change its name. Upon completion of the transaction, Bruce Bragagnolo will serve as the Chief Executive Officer and a Director of the resulting issuer, with the remaining management team and directors to be determined prior to the completion of the transaction. Pinehurst will appoint a new board of directors for the resulting issuer. The transaction is subject to the approval of TSX Venture Exchange and all other necessary regulatory approvals. The completion of the transaction is also subject to additional conditions precedent, including completion of the acquisition of Ana Paula gold development project by AP Mining and the AP Mining private placement, and certain other usual and customary conditions. 1252201 B.C. Ltd cancelled the acquisition of Pinehurst Capital II Inc. (TSXV:PINH.P) in a reverse merger transaction on March 10, 2021.