Southern Sky Resources Corp. entered into a binding letter of a intent to acquire Zidane Capital Corp. (TSXV:ZZE.H) from shareholders in a reverse merger transaction on October 29, 2023. The Letter of Intent contemplates that Zidane and Southern Sky will negotiate and enter into a definitive agreement in respect of the Proposed Transaction (the ?Definitive Agreement?), pursuant to which it is anticipated that Zidane will acquire all of the issued and outstanding Southern Sky Shares, and shareholders of Southern Sky will receive post-Stock-split Zidane common shares (the ?Zidane Shares?) in exchange for their Southern Sky Shares, resulting in a reverse takeover of Zidane by Southern Sky. It is intended that Zidane Shares will be issued to holders of Southern Sky Shares on the basis of one (1) post-Stock-split Zidane Share for each one (1) Southern Sky Share. It is expected that outstanding Southern Sky Warrants will become exercisable for post-Stock-split Zidane Shares, in accordance with the terms of such warrants, as applicable. Prior to the closing of the Proposed Transaction, Zidane will split its outstanding Zidane Shares on the basis of one-point-zero-five (1.05) new Zidane Share for each one (1) old Zidane Shares (the ?Stock-split?), such that, prior to closing of the Proposed Transaction, Zidane will have approximately 5,486,540 Zidane Shares issued and outstanding. It is anticipated that the resulting entity (the ?Resulting Issuer?) will continue the business of Southern Sky under a name to be determined by Southern Sky (the ?Name Change?). The business of the Resulting Issuer will be primarily focused on the exploration of the Property. Certain common shares of the Resulting Issuer to be issued pursuant to the Proposed Transaction are expected to be subject to restrictions on resale or escrow under the policies of the Exchange, including the securities to be issued to ?Principals? (as defined under Exchange policies), which will subject to the escrow requirements of the Exchange. Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 2 Mining Issuer on the Exchange, with Southern Sky as its primary operating subsidiary. Southern Sky will pay a break fee to Zidane by way of the issuance to Zidane of 2,500,000 Southern Sky Shares if the Proposed Transaction is not completed due to a material breach of the Definitive Agreement by Southern Sky or if Southern Sky fails to obtain board or shareholders approval for the Proposed Transaction. In conjunction with and upon closing of the Proposed Transaction, the board of directors of the Resulting Issuer are expected to consist of four directors, each of whom will be nominated by Southern Sky. The existing directors and officers of Zidane shall resign at or prior to the closing of the Proposed Transaction. The first directors of the Resulting Issuer are expected to be Roger Connors, Dominic O?Sullivan and Matthew Hoyt, and such other directors as determined by Southern Sky. These directors shall hold office until the first annual meeting of the shareholders of the Resulting Issuer following closing, or until their successors are duly appointed or elected. The first officers of the Resulting Issuer are expected to be Roger Connors (Executive Chairman, President & CEO) and Monique Hutchins (Corporate Secretary), and such other officers as determined by Southern Sky. Zidane will pay a break fee to Southern Sky of CAD 0.1 million if the Proposed Transaction is not completed due to a material breach of the Definitive Agreement by Zidane. In connection with the Proposed Transaction, the Parties shall arrange a concurrent financing of Zidane or Southern Sky for an aggregate gross proceeds of at least CAD 1,360,000 consisting of up to 1,400,000 flow through units (?FT Units?) at a price of no less than CAD 0.20 per FT Unit for gross proceeds of up to CAD 280,000, and at least 7,200,000 non-flow-through units (?Non-FT Units?) at a price of no less than CAD 0.15 per NonFT Unit for gross proceeds of at least CAD 1,080,000 (the ?Concurrent Financing?). The proceeds of the Concurrent Financing will be used to fund (i) expenses of the Proposed Transaction and the Concurrent Financing, (ii) the exploration and other expenses relating to the Property, and (ii) the working capital requirements of the Resulting Issuer.

The completion of the Proposed Transaction remains subject to a number of standard terms and conditions for a transaction of this nature, including, among other things: (i) the negotiation and execution of the Definitive Agreement; (ii) Southern Sky delivering a NI 43-101 compliant technical report for the Property that is acceptable to the Exchange and Zidane; (iii) no material adverse changes occurring in respect of either Zidane or Southern Sky; (iv) the parties obtaining all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the Exchange subject only to customary conditions of closing; (v) if required by the Exchange, delivery of a sponsor report and an independent valuation satisfactory to the Exchange; (vi) the Stock-split, Name Change and any other corporate changes requested by Southern Sky, acting reasonably, shall have been implemented; (vii) completion of the Concurrent Financing described below; (viii) completion of satisfactory due diligence by each Party of the other Party; and (iv) Exchange acceptance of the Proposed Transaction. There can be no assurance that all the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met.