Golden Mountain Technologies Inc. (“GMT”) signed a non-binding letter of intent to acquire Shooting Star Acquisition Corp. (TSXV:SSSS.P) in a reverse merger transaction on November 2, 2022. Shareholders of GMT will be issued approximately 28.7 million Common Shares as consideration for the transaction. Post-closing, existing Shooting Star shareholders will own approximately 3.6% stake in resulting issuer, former shareholders of GMT will own approximately 91.6% stake in the resulting issuer. The resulting company after completion of the transaction will carry on the current business of GMT and intends to be listed on the TSXV as a Tier 2 resource issuer. Prior to the Closing, the shares of Shooting Star will be consolidated on the basis of 4 existing Common Shares for every 1 post-consolidation Common Share. In connection with the transaction, Shooting Star intends to complete a private placement of up to 3 million units of Shooting Star for aggregate gross proceeds of not less than CAD 0.3 million and not more than CAD 0.6 million. On or prior to closing of the transaction, Shooting Star will change its name to such company name as GMT may determine. Upon completion of the transaction, the board of directors and senior management of the Resulting Issuer is expected to be drawn largely from the current GMT team and will be comprised of five individuals. Directors and officers of the Resulting Issuer will consist of Balbir Johal, Director; Bernhard Klein, Director; Craig Hart, Director; Geoff Balderson, Director; and Nicole Lacson, Corporate Secretary.

The closing of the transaction is subject to certain conditions, including but not limited to: (a) the completion of satisfactory mutual due diligence; (b) the receipt of all necessary approvals of the boards of directors of Shooting Star and GMT; (c) the receipt of all required consents and approvals, including without limitation, approval of the transaction by the TSXV as Shooting Star's qualifying transaction; (d) the Resulting Issuer satisfying the initial listing requirements set by the TSXV for a Tier 2 mining issuer; (e) the entry into of a definitive agreement; (f) approval of the shareholders of GMT, if required by the TSXV or applicable corporate or securities law; and (g) the completion of the private placement. Shooting Star will not be required to obtain shareholder approval of the transaction. The transaction is expected to close on or prior to May 30, 2023.

Golden Mountain Technologies Inc. cancelled the acquisition of Shooting Star Acquisition Corp. (TSXV:SSSS.P) in a reverse merger transaction on December 29, 2022.