Barlow Mine Inc. entered into a letter of intent to acquire Sphinx Resources Ltd. (TSXV:SFX) in a reverse merger transaction for CAD 6.5 million on October 20, 2021. Pursuant to the proposed transaction, Sphinx shall proceed to an approximately 27:1 common share consolidation in order to reduce its outstanding common shares to approximately 6 million and shall acquire all of the issued and outstanding common shares in the share capital of Barlow for a total consideration of approximately CAD 12 million payable through the issuance of approximately 24 million common shares in the share capital of Sphinx (after consolidation). Concurrent to the proposed transaction, Barlow shall have completed a brokered private placement for a minimum of CAD 4 million and a maximum of CAD 6 million. At closing of the transaction, each subscription receipt will automatically be converted into one unit consisting of one common share and one half warrant of the resulting issuer. It is currently contemplated that on completion of the proposed transaction and the receipt of the requisite approvals from the applicable regulatory authorities, including approval of the Exchange, there will be five directors of the Resulting Issuer, consisting of: Pierre Bérubé, Pierre d'Aragon; Daniel Deschambault, Guy Dufresne and Pierre-André Viens. It is further anticipated that Daniel Deschambault will be appointed President and Chief Executive Officer, Guy Dufresne will be appointed as Chair of the Board of Directors and Ingrid Martin will be appointed as Vice-President Finance and Chief Financial Officer.

The transaction is subject to the Resulting Issuer must meet the minimum listing requirements of a Tier 2 issuer according to the Exchange policies up to and including the date on which the Exchange will issue its final approval; e receipt of all requisite regulatory approvals, including that of the TSX Venture Exchange; the completion of a due diligence of Sphinx to the complete satisfaction of Barlow; the completion of a due diligence of Barlow to the complete satisfaction of Sphinx; the completion of the Private Placement; the execution of an amalgamation agreement, to include appropriate representations and warranties of both parties, as well as other terms and conditions customary to a transaction of this nature including, without limitation, covenants, indemnification and confidentiality provisions and the proposed transaction must be approved by the board of directors and the shareholders of both parties. On January 27, 2021, Barlow has executed an engagement letter with Paradigm Capital Inc., as lead agent and bookrunner in connection with the private placement.