Mount Morgan Gold-Copper Project in Australia and Great Southern Gold Corp. signed a binding letter of intent to acquire Smartset Services Inc. (TSXV:SMAR.P) for CAD 8 million in a reverse merger transaction on June 17, 2021. The consideration will comprise of an issuance of approximately 30.1 million Smartset shares wherein approximately 20.1 million shares will be issued to GBM Resources Limited (ASX: GBZ), owner of Mount Morgan Project; and approximately 10.6 million shares will be issued to Great Southern Gold Corp. (GSG). As part of the transaction, 20.079545 million split-adjusted common shares will be issued to GBM Resources for the one gold and copper exploration property and issue 10.568182 million split-adjusted common shares to acquire a 100% interest in Great Southern Gold. Smartset will also make a cash payment to GBM with respect to any amount expended by GBM on obtaining native title and landholder access and compensation agreements, and on exploration expenditures, for Mount Morgan between the date of the signing of the LOI until transaction completion (to a maximum of CAD 0.25 million). Smartset will advance an aggregate of CAD 0.25 million to GSG, by way of a secured loan to be used by GSG to fund ongoing property rent and exploration expenditures, including native title, landholder access and compensation agreements, forestry agreements and licence related fees. The transaction is structured in a manner wherein Smartset Services will concurrently acquire Mount Morgan Project from GBM and acquire 100% of GSG. GSG owns 100% of four prospective gold and copper projects comprised of the Bingara, Nundle, Bonalbo and Klondyke projects located in New South Wales, Australia. The transaction may be terminated if closing of the transaction has not occurred by November 15, 2021.

Following completion of the transaction but prior to completion of concurrent equity raising, it is anticipated that the resulting merged company will be 27.5% owned by existing Smartset shareholders, GBM shareholders will hold 47.5% and GSG shareholders will own 25%. Smartset will undertake a share consolidation at a ratio of 0.75:1. As a result of the consolidation, Smartset's issued and outstanding shares will decrease to 11.6 million shares. Post consolidation and completion of the transaction, Smartset's issued and outstanding shares would be approximately 42.3 million. Concurrently, Smartset plans to raise approximately CAD 8 million in new equity at CAD 0.50 per share to advance the exploration of Mount Morgan and the GSG Projects. The private placement will involve an issuance of 16 million subscription receipts which will automatically convert to common shares upon the satisfaction of certain escrow release conditions, including the approval of the exchange for the transaction, and satisfaction or waiver of all conditions precedent to the transaction as set out in the definitive agreement. Upon completion of the financing, Smartset anticipates it will have approximately 58.3 million common shares issued and outstanding. This transaction is a proposed qualifying transaction, and it is expected that upon successful completion of the transaction, Smartset will be listed on the TSXV as a Tier 2 mining issuer. As on January 26, 2022, Smartset has advanced CAD 0.25 million to GSG, by way of a secured loan

Post transaction, GBM will also have the right to appoint nominee directors to the Smartset Board. The Board of Directors and management of the resulting company will be reconstituted to consist of a slate of nominees to be appointed by GBM, GSG and Smartset jointly. The transaction is subject to completion of satisfactory due diligence; execution of definitive transaction documentation; ASX approval, if required, TSX approval, shareholder approval from both GSG and GBM, compliance with any listing rules, completion of the proposed equity raising, Smartset having minimum available working capital of not less than CAD 8 million, delivery by GBM and GSG of satisfactory National Instrument 43-101 technical reports in respect of the respective projects, disposition by GSG of certain assets unrelated to the Australian projects, and other customary conditions. The transaction is subject to the sponsorship requirements of the TSXV, unless an exemption from the sponsorship requirement is available or a waiver is granted. Smartset intends to apply for an exemption to the sponsorship requirement.