Ranchero Gold Corp. entered into a non-binding letter of intent to acquire Melior Resources Inc. (TSXV:MLR) for CAD 4.3 million in a reverse merger transaction on October 31, 2020. Ranchero Gold Corp. entered into Amalgamation Agreement to acquire Melior Resources Inc. in a reverse merger transaction on February 17, 2021. Pursuant to the acquisition, Melior Resources will consolidate its outstanding share capital and acquire all of the issued and outstanding Ranchero shares from the holders thereof in exchange for post-consolidation common shares (Resulting Issuer Shares) of Melior Resources (thereafter, the “Resulting Issuer”). Melior will complete the Melior Consolidation of the outstanding Melior Shares at a ratio of one Melior Post-Consolidation Share for every 32.6764 pre-Consolidation Melior Shares. All of the Ranchero common shares outstanding shall receive in exchange for their Ranchero common shares Melior Post-Consolidation Shares at the Exchange Ratio of one Melior post-consolidation share for each Ranchero common share. Post completion, the shareholders of Melior Resources immediately prior to closing of the acquisition, as a group, would hold no less than 12.2% of the outstanding resulting Issuer shares on a fully diluted basis. In a related transaction, Ranchero Gold will complete a brokered private placement of subscription receipts of Ranchero at a purchase price of CAD 0.55 per subscription receipt for aggregate gross proceeds of up to CAD 5 million, subject to an over-allotment option exercisable by Haywood for an additional CAD 1 million of subscription receipts at any time up to 48 hours prior to the closing date of the private placement. As of July 19, 2021, the private placement transaction is completed with the proceeds of CAD 5,008,887. Trading in common shares of the Melior Resources will remain halted until the resumption of trading is approved by the TSXV in connection with the completion of the acquisition. In connection with the acquisition, Melior Resources has agreed to cause Resulting Issuer Shares representing 0.793% of the Resulting Issuer to be issued to a third party in respect of a finder's fee payable. It is also anticipated that Melior will change its name to “Ranchero Gold Corp.” upon the completion of the transaction. The name of the amalgamated entity will be “Ranchero BC Holding Corp.”, or such other name determined by Ranchero, and it will continue to subsist under the Business Corporations Act (British Columbia). Following the proposed transaction, it is anticipated that the company will be a Tier 2 Mining Issuer on the TSXV.

Upon completion, the Board of Directors of the Resulting Issuer is expected to consist of Travis Miller, Gustavo Mazon, Steven Ristorcelli and William Pincus. Martyn Buttenshaw, a current director and Chief Executive Officer of Melior, will continue to serve as a director of the Resulting Issuer. In addition, Ranbir Sall will replace David Miles as the Chief Financial Officer and Corporate Secretary of the Resulting Issuer. William Pincus is expected to be the President and Chief Executive Officer of the Resulting Issuer, and the other senior officers of the Resulting Issuer will be selected in due course prior to the closing of the acquisition. On closing of the acquisition, all of the existing directors and officers of Melior Resources are expected to resign, with replacement officers appointed as determined by the new directors of the Resulting Issuer. As of July 20, 2021, George Lloyd has resigned from the Board of Directors of the Melior Resources.

The closing of the acquisition is subjected to transfer of the equity interests in Melior Resources' Australian subsidiaries to third parties pursuant to insolvency proceedings under Australian law or otherwise disposed of, all indebtedness held by Pala Investments Limited shall either have been converted in accordance with its terms, assigned to Ranchero or forgiven by Pala such that the Melior Resources has been released from all liabilities associated with any Pala indebtedness, Melior Resources will have no payables (less cash) other than ordinary course trade payables not to exceed an agreed amount and any expenses incurred by the Melior Resources in connection with the acquisition, completion of the private placement, the approval of the TSXV, the resulting issuer meeting the applicable minimum listing requirements of the TSXV, approval of the shareholders of the Melior Resources and Ranchero Gold, the termination of the Melior Resources' existing Mineral Property Option & Joint Venture Agreement with Bear Mountain Gold Mines Ltd., execution of a definitive agreement, completion of mutual due diligence and receipt of any required third party consents. As a condition of the acquisition, Ranchero is currently working to complete a technical report for the mining concessions located in Sahuaripa and Yecora, Sonora, Mexico pursuant to the requirements of National Instrument 43-101 – Standards of Disclosure for Mineral Projects. The board of directors of Melior Resources and Ranchero have unanimously approved the transaction. As of August 4, 2021, the concurrent financing was completed in connection with the reverse takeover transaction. As of September 30, 2021, TSX Venture Exchange has conditionally approved the transaction and listing of the resulting company on the TSX. The acquisition is expected to close in late December 2020 or during the first quarter of 2021. As per filing on February 18, 2021, it is currently anticipated that the Transaction will close late March or early April of 2021. As of March 1, 2021, it is currently anticipated that the Proposed Transaction will close during March or April of 2021. Morton Law LLP acted as legal advisor to Melior Resources and Maxis Law Corporation acted as legal advisor to Ranchero. TSX Trust Company acted as transfer agent to Melior Resources.