Atico Mining Corporation (TSXV:ATY) entered into a definitive agreement to acquire Toachi Mining Inc. (TSXV:TIM) from Metaform Investments Inc, 1719178 Ontario Inc., Jonathan Goodman and others for CAD 6.1 million on July 8, 2019. Under the terms of the transaction, all of the Toachi issued and outstanding common shares will be exchanged on the basis of 0.24897 Atico common shares for each Toachi common share. Pursuant to the agreement, issued and outstanding options to acquire Toachi common shares, convertible debentures of Toachi, and share purchase warrants of Toachi will continue in accordance with the terms of the agreements governing each Toachi convertible security. Further, each issued and outstanding restricted share unit of Toachi will be exchanged for one Toachi share immediately prior to closing and thereafter exchanged for Atico shares based on the exchange ratio. Jonathan Goodman, Metaform Investments and 1719178 Ontario Inc., have exchanged their aggregate 13,801,334 common shares in Toachi they owned or control, directly and indirectly, for 3,436,117 common shares of Atico based on a ratio of 0.24897 of a common share of Atico for each common share of Toachi. In addition to assuming Toachi's current outstanding debt obligations, Atico has agreed to provide Toachi with a bridge loan of up to $0.535 million (CAD 0.7 million) for general corporate purposes. In addition, a third party has agreed to also provide a $1 million (CAD 1.3 million) bridge loan for the purposes of permitting Toachi to immediately complete Toachi's earn-in to a 60% interest in Compania Minera La Plata S.A. Upon completion of the transaction, existing Atico and Toachi shareholders will own approximately 83% and 17% of the pro forma Company, respectively. In the event of the termination, CAD 0.245 million termination fee is payable to Toachi and CAD 0.4 million termination fee is payable to Atico.

Upon completion of the transaction, it is expected that the Atico Board shall be composed of not more than 7 persons and Jonathan Goodman will be appointed to the Atico Board of Directors and Alain Bureau will serve as President of Atico. The transaction is subject to approval by 66 2/3 % of the votes cast by the shareholders of Toachi in a meeting to be held on September 3, 2019, court approvals, any applicable regulatory approvals (TSX-V acceptance), third party approvals, Toachi shall have obtained and delivered to Atico written resignations from the Directors of Toachi and its subsidiaries, transition consulting agreements, holders of no more than 5% of the outstanding Toachi shares shall have exercised Dissent Rights, Toachi and the Toachi subsidiaries shall have net liabilities of less than $5.5 million (CAD 7.2 million), Toachi shall have entered into the La Plata loan agreement on terms reasonably acceptable to Atico, listing of Atico shares, Atico shall have executed transition consulting agreements and the satisfaction of certain other closing conditions customary for a transaction of this nature. Further, transaction is subject to Atico Board shall be comprising of not more than seven persons, and shall include Jonathan Goodman or, if such individual is unable or unwilling to act, another individual nominated by Toachi, Atico shall appoint Alain Bureau as President of Atico. The Directors, senior officers and certain shareholders of Toachi representing 28.09% of common shares outstanding have entered into voting support agreements, pursuant to which they will vote their common shares held in favor of the transaction. The agreement has been unanimously approved by the Boards of Directors of Atico and Toachi. The Toachi Board of Directors and special committee unanimously recommends that the Toachi shareholders vote in favor of the transaction. Toachi Mining's shareholders have approved the transaction at its special meeting held on September 3, 2019. The transaction is expected to close on September 10, 2019.

Laurentian Bank Securities acted as fairness opinion provider for the Board of Directors of Atico. Maxit Capital LP acted as fairness opinion provider for the Board of Directors of Toachi. Peter O'Callaghan of Blake, Cassels & Graydon LLP acted as legal advisor and Laurentian Bank Securities acted as financial advisor for Atico. Sylvain Aird of Séguin Racine, Attorneys Ltd acted as legal advisor and Maxit Capital LP acted as financial advisor to Toachi.