Compania Recursos Andina Limitada entered into a non-binding letter of intent to acquire Big Dougie Capital Corp. (TSXV:STUV.P) for CAD 3.5 million in a reverse merger transaction on March 19, 2020. Compania Recursos Andina Limitada entered into a definitive agreement to acquire Big Dougie Capital Corp. in a reverse merger transaction on May 28, 2020. Under the terms of the transaction, Big Dougie will pay $0.5 million in cash and issue 50 million common shares to Compania Recursos Andina Limitada. Big Dougie will pay $0.25 million upon signing of letter of intent out of total cash payment with the balance payable at closing of the transaction. An insider of Big Dougie will be providing funding for payment of the $0.25 million deposit with the intent of re-paying the deposit by subscribing for Big Dougie common shares pursuant to the private placement. Big Dougie will complete a private placement of $1.21 million subscription receipts convertible into Big Dougie Common Shares at closing of the transaction. Following completion of the transaction, it is anticipated that that the resulting issuer will have 84 million resulting issuer common shares outstanding assuming the maximum private placement is completed and of which 50 million resulting issuer common shares, representing approximately 59.52% of the then outstanding resulting issuer common shares, will be held by Compania Recursos and Romelio, the former Compania Recursos shareholders and 12 million resulting issuer common shares, representing approximately 14.29% of the then outstanding resulting issuer common shares will be held by Big Dougie. At closing of the transaction, Compania Recursos will be wholly owned by Big Dougie. The resulting issuer will operate under name of Stuves Mining Inc. Upon the closing of the transaction, it is anticipated that Al Kroontje, Dale Burstall, Terence Walker and Jeff Graw will constitute the Board of Directors of Big Dougie. It is also anticipated that the new senior management team of Big Dougie will be comprised of Al Kroontje (Chief Executive Officer and Corporate Secretary), Terence Walker (Vice-President Exploration) and Jana Lillies (Chief Financial Officer). The agreement may be terminated by mutual agreement in writing by the parties in the event that the transaction closing date has not occurred by July 31, 2020. On July 31, 2020, Compania Recursos and Big Dougie entered into the amended share exchange agreement amending the terms of the agreement with respect to extending the date the agreement may be terminated in the event that the transaction closing date has not occurred from July 31, 2020 to September 30, 2020.

The transaction is subject to satisfactory completion of due diligence, execution of a definitive agreement, completion of the private placement and regulatory body approvals including approval of the exchange. Shareholder approval is not required with respect to the transaction. On August 28, 2020, Big Dougie Capital received conditional approval from the exchange for the transaction. The transaction is expected to occur on or about September 18, 2020. Computershare Trust Company acted as transfer agent and registrar and Burstall LLP acted as legal advisor for Big Dougie Capital.

Compania Recursos Andina Limitada completed the acquisition of Big Dougie Capital Corp. (TSXV:STUV.P) in a reverse merger transaction on October 2, 2020. Concurrently with the completion of the transaction, Big Dougie Capital completed a private placement of 21.7 million common shares for aggregate gross proceeds of $1.19 million. Upon completion of the transaction, Compania Minera Auberon SpA, holding company of Compania Recursos, own 35.84% of the issued and outstanding common shares of Big Dougie Capital; Inversiones Romelio SpA, holding company of Compania Recursos, own 23.9% of the issued and outstanding common shares; and Al Kroontje own 17.34% of the issued and outstanding common shares of Big Dougie Capital assuming exercise of all options held by Al Kroontje. At a special meeting held on November 9, 2020, the shareholders of the Stuve Gold approved two special resolutions which i) approved a name change from “Big Dougie Capital Corp.” to “Stuve Gold Corp.”; and ii) approved the consolidation of the Stuve Gold's common shares on a 3:1 basis.