Halcones Precious Metals Inc entered into a binding letter of intent to acquire Pinehurst Capital II Inc. (TSXV:PINH.P) for CAD 6.8 million in a reverse merger transaction on November 12, 2021. On January 25, 2022, an agreement has been signed. Prior to closing of the Proposed Transaction, Pinehurst shall undertake a consolidation of the Pinehurst Shares on the basis of 0.4716981 post-Consolidation Pinehurst Shares for each one pre-Consolidation Pinehurst Share. Upon completion of the Proposed Transaction, it is anticipated that an aggregate of approximately 90,057,114 Resulting Issuer Shares will be issued and outstanding, and: (a) former holders of Halcones Shares will hold 76,094,914 Resulting Issuer Shares, representing approximately 84.50% of the outstanding Resulting Issuer Shares; (b) former holders of Subscription Receipts will hold 11,462,200 Resulting Issuer Shares, representing approximately 12.73% of the outstanding Resulting Issuer Shares; and (c) former holders of Pinehurst Shares will hold 2,500,000 Resulting Issuer Shares, representing approximately 2.78% of the outstanding Resulting Issuer Shares. Pinehurst consolidated its issued and outstanding common shares (“Common Shares”) on the basis of 0.4716981 post-consolidation Common Shares for each pre-consolidation Common Share (the “Consolidation”). Post completion, resulting issuer will hold all of the assets of and continue the business of Halcones under the name “Pinehurst Precious Metals Corp.” with Halcones as its primary operating subsidiary. As of April 14, 2022, the shareholders of Pinehurst has approved the name change. As of September 15, 2022, Pinehurst Capital II Inc. and Halcones has filed articles of amendment to change its name to “Halcones Precious Metals Corp.” In connection with the Name Change and Consolidation, the Company has reserved a new CUSIP (40539W105) and ISIN (CA40539W1059). Upon completion of the Transaction, the Resulting Issuer's board and management will consist of the following persons: Lawrence Guy, Chief Executive Officer and Director, Vernon Arseneau, Chief Operating Officer and Director, David Gower, Director, Paul Pint, Director, Greg Duras, Chief Financial Officer, Damian Lopez, Corporate Secretary.

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 Pinehurst or Halcones; the parties obtaining all necessary consents, orders, regulatory and approval by Halcones shareholders, including the conditional approval of the TSXV; completion of the Name Change and any other required corporate changes requested by Halcones, acting reasonably; completion of the Consolidation, completion of the Concurrent Financing; completion of a NI 43-101 compliant technical report for the Project; 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. 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. As of April 5, 2022, parties have entered into an engagement letter in connection with a proposed private placement offering of up to 15,000,000 subscription receipts, for aggregate gross proceeds of up to CAD 6,000,000. As of April 29, 2022, the transaction is expected to close in the next 12 months. As of May 23, 2022, Pinehurst and Halcones entered into an amending agreement principally to extend the time to close the Proposed Transaction to August 30, 2022. As on June 30, 2022 Halcones has closed a non-brokered private placement of units.