Austral Gold Limited (ASX:AGD) entered into a conditional non-binding letter of intent to acquire Revelo Resources Corp. (TSXV:RVL) from Michael Winn, Timothy Beale and others for CAD 11.4 million on August 21, 2020. Austral Gold Limited (ASX:AGD) entered into a definitive agreement to acquire Revelo Resources Corp. (TSXV:RVL) from Michael Winn, Timothy Beale and others on November 12, 2020. The consideration consists of cash payment to Revelo shareholders by Austral of CAD 1.2 million and each Revelo shareholder to receive, in exchange for each Revelo share held immediately prior to the effective date of the transaction, 0.9184 common shares of Austral. Concurrently, Michael Winn and Timothy Beale representing approximately 51.6% of the outstanding common shares of Revelo, have entered into a voting support agreement with Austral pursuant to which they and entities controlled by them have agreed, among other things, to support the transaction and vote their common shares of Revelo in favor of the transaction. Austral expects that it will issue an aggregate of 35.5 million Austral Shares to the Revelo shareholders under the transaction. Austral proposes to fund the aggregate cash consideration using its cash reserves. Austral and Revelo have mutually agreed to pay the other party a termination fee of CAD 0.65 million ($0.5 million) if the transaction does not close by February 28, 2021, for any reason other than certain exceptions agreed to between the parties in the offer letter (which includes the entering into definitive agreements). Post completion, Revolo will operate as a wholly-owned subsidiary of Austral. There will be no changes to the Board of Austral as a consequence of the transaction. The transaction is subjected to completion of satisfactory due diligence activities by Revelo and Austral, entering into definitive agreements including support agreements by Revelo's officers and directors and require the approval of at least two-thirds (66% percent) of the votes cast by Revelo shareholders, the absence of material adverse changes to Revelo or Austral, obtaining all applicable regulatory, execution of dissenters rights, termination of employment agreements, listing/approval of new shares on stock exchange, court and stock exchange approvals. The transaction is expected to proceed on a friendly basis with the unanimous support of the Board of Directors of both Austral and Revelo. Austral does not consider that the transaction, if it proceeds, will require Austral to seek shareholder approval. In addition, the agreement is subjected to the raising of a minimum of CAD 4 million in financing the new venture, which will be invested in the exploration of the properties being sold. The Board of Directors of Revelo has unanimously approved the arrangement and will recommend that Revelo Shareholders vote in favor of the Arrangement. The shareholders meeting will be held on January 28, 2021. As of January 28, 2021, Revelo's shareholders unanimously approved the proposed Arrangement at the special meeting of Revelo's shareholders held earlier today. The transaction is expected to close in mid-November. As of November 12, 2020, the transaction is expected to close during January 2021. As of December 24, 2020, the transaction is expected to close in early February, 2021. As of January 28, 2021, assuming that all approvals are obtained and all conditions precedent are satisfied or waived, Austral and Revelo currently anticipate the closing of the Arrangement will occur on February 4, 2021. James Clare of Bennett Jones LLP acted as legal advisor to Austral Gold. Michael F. Provenzano of Northwest Law Group acted as legal advisor, Computershare Investor Services Inc. acted as transfer agent and Computershare Trust Company of Canada acted as depository to Revelo. Stephen Semeniuk acted as fairness opinion provider for Revelo.

Austral Gold Limited (ASX:AGD) completed the acquisition of Revelo Resources Corp. (TSXV:RVL) from Michael Winn, Timothy Beale and others on February 4, 2021. As of February 5, 2021, Approval of the transaction was received from the British Columbia Supreme Court on February 2, 2021.