Zidane Capital Corp. Announces Letter of Intent for Qualifying Transaction with Southern Sky Resources Corp.

(via TheNewswire)

Vancouver, BC - TheNewswire - October 30, 2023 -Zidane Capital Corp. (TSX-V:ZZE.H) (“Zidane”), a capital pool company listed on the TSX Venture Exchange (the “Exchange”), is pleased to announce that it has entered into a binding letter of a intent (the “Letter of Intent”) dated October 29, 2023 with Southern Sky Resources Corp. (“Southern Sky”) in respect of a proposed business combination (the “Proposed Transaction”).It is anticipated that the Proposed Transaction will constitute the “Qualifying Transaction” of Zidane in accordance with Policy 2.4 –Capital Pool Companiesof the Exchange.

All currency references herein are in Canadian currency unless otherwise specified.

About Southern Sky

The following is based upon on information provided by Southern Sky and due diligence reviews carried out by the management of Zidane.

Southern Sky is a private company existing under the laws of Ontario and is based in Toronto, Ontario, and has26,272,284 common shares (the “Southern Sky Shares”) outstanding, and 1,152,375outstanding warrants (“Southern Sky Warrants”).Each Southern Sky Warrant entitles the holder to purchase an additional Southern Sky Share at an exercise price of $0.05 until September 25, 2025.

Southern Sky’s material asset consists of itsrights to acquire a 100% interest in the Wings Point Project(the “Property”)located35 kilometres north Gander,Newfoundlandpursuant to an option agreement (the “Option Agreement”) dated January 17, 2023, with Zonte Metals Inc. (“Zonte”). The Property consists oftwo non-contiguous licences, 016270M and 034769M, comprising 1,825 hectares that hosts approximately 6 kilometres of the Appleton Fault.Zonte is a publicly traded company listed on the TSX Venture Exchange (TSXV - ZON).

WINGS POINT PROPERTY

Geology of the Wings Point Project

The Property lies in the eastern edge of the Dunnage Zone, within the Exploits Subzone.Rocks underlying the Property are the Davidsville Group and are dominantly shallow marine siltstones and shales with sandstones and limestones of Middle Ordovician age. Mineralization identified to date through this belt includes vein hosted gold and sediment hosted disseminated gold. To date, the gold discovered by New Found Gold Corp., Exploits Discovery Corp. and Labrador Gold Corp. occurs mainly in second order cross cutting structures associated with the Appleton Fault Zone, which all lie in the Ordovician Davidsville Group sediments.Sulphide mineralization is characterized mainly as pyrite and needle arsenopyrite.

The Property has undergone previous exploration programs consisting of geological mapping, soil and rock sampling, a ground magnetic survey, an Induced Polarization (“IP”) survey and diamond drilling.

Currently, the major asset associated with the Property is a strategic land position covering prospective lithologies and faults for gold deposits. The Property hosts two underexplored IP anomalies which returned elevated gold values in diamond drilling thus merits additional exploration.

Licence 016270M

Exploration on Licence 016270M completed by Zonte commenced in 2011 with a comprehensive data compilation followed b Phase 1 exploration program of prospecting, rock and soil sampling as well as ground IP and magnetic surveys. Two parallel, IP Chargeability and Resistivity anomalies each being approximately one kilometre in length which are associated with mineralized sandstones and shales with some graphite being delineated. Additional soil and rock sampling was carried out in 2019. A six-hole diamond drilling program totaling 1,296 m carried out in 2020 tested a small portion of the kilometre long anomalies on licence 016270M. The drill program confirmed the mapped lithological units and returned a few elevated gold values, the best being 0.48 m grading 1.296 g/t.

Gold mineralization occurs on Licence 016270M at the Ledrew Quarry in sheared and altered shales, siltstones and greywacke of theIndian Islands Group. Arsenopyrite needles, 2 to 4 mm long, along with quartz-carbonate, sericitic and siliceous alteration are the primary characteristic of the mineralization found in this area.  Pyrite, pyrrhotite and chalcopyrite have also been observed. Elevated gold values in rock grab samples to date are in the range of 200 ppb to 1,500 ppb.

Licence 034769M

Exploration on Licence 034769M carried out by Zonte in 2021 consisted of a rock and soil sampling program that focused on two 2012-IP lines, which delineated a resistivity anomaly. Zonte completed a compilation of historical soil and rock data in 2022. Elevated arsenic values were returned for some of the soil samples.

Historical data research and compilation followed by field exploration confirmed the presence of gold mineralization associated with altered, sulphide-rich, sediments in two distinct stratigraphic horizons known as the Western and Eastern Geophysical Targets in the Ledrew Quarry area. The gold-bearing, arsenopyrite and pyrite-rich shales and greywacke are exposed in surface trenches and are readily identified by induced polarization chargeability anomalies as well as by anomalous gold and arsenic values in-soil anomalies.

Terms of the Option Agreement for Wings Point Project

Pursuant to the terms of the Option Agreement, Southern Sky may acquire a 100% interest in the Property by issuing 750,000 Southern Sky Shares and paying a total of $100,000 in cash to Zonte over a two-year period as follows:

a) Issuing 250,000 Southern Sky Shares to Zonte upon the receipt by Southern Sky of all required regulatory and stock exchange approvals including to commence trading (the “Effective Date”);

b) Issuing 250,000 Southern Sky Shares and paying $50,000 to Zonte one year after the Effective Date; and

c) Issuing 250,000 Southern Sky Shares and paying $50,000 to Zonte two years after the Effective Date.

Southern Sky is required to complete $100,000 in annual expenditures on the Property until such time as the option is exercised.

Zonte retains a 2% net smelter return (“NSR”) from production on Licence 034769M which Southern Sky may, at any time after the commencement of commercial production, reduce from two percent (2%) to one percent (1%) upon payment of $1,000,000 to Zonte.

Licence 016270M is subject to a 3% NSR from a previous agreement. Zonte has the option to reduce the NSR to 1% by paying the original vendors $2,000,000. In the event that Southern Sky exercises the Option Agreement it would be required to issue 150,000 Southern Sky Shares to the original vendors upon thedetermination of 1 million ounces of goldand an additional 200,000 Southern Sky Shares upon proving2 million ounces of goldin the measured and indicated resource categories.

It is anticipated that, following the Proposed Transaction, the requirement to issue Southern Sky Shares under the Option Agreement would be satisfied by issuance of post-Stock-split (as defined below) Zidane common shares (“Zidane Shares”).

NI 43-101 Technical Report on Wings Point Project

Southern Sky has retainedStanley Robinson, MSc., P.Geo to prepare a technical report (the “Technical Report”) specific to the standards dictated by National Instrument 43-101 and Form 43-101F Standards of Disclosure for Mineral Projects (“NI 43-101”) with respect to the Property.

Brad Dyke, PGeo of NCD Consulting Ltd. was contracted by Southern Sky to collect representative mineralized rock grab samples from the Wing's Point Project. On November 28, 2022, four samples were collected from within the Property area from various locations with varying concentrations of acicular arsenopyrite, pyrrhotite and pyrite. The samples collected all weathered a rusty orange color and were fine grained, dark grey in color on an un-weathered broken surface. There was some quartz and/or carbonate veinlets observed and weak pervasive silica alteration. The samples all appear to be an altered sedimentary unit, possibly a siltstone or sandstone.

In Table 1 below is the sample location information for each site and the type of grab sample collected as well as the gold results from Eastern Analytical who completed the geochemical analysis.

Table 1.

Sample #	Sample Location	Sample Type	Au (ppb)
WP-22-001	682,235 mE / 5,466,699 mN (UTM NAD83 Zone 21)	Grab sample collected from bedrock	134
WP-22-002	682,223 mE / 5,466,628 mN (UTM NAD83 Zone 21)	Grab sample collected from subcrop	59
WP-22-003	682,383 mE / 5,466,762 mN (UTM NAD83 Zone 21)	Grab sample collected from bedrock	84
WP-22-004	682,623 mE / 5,466,863 mN (UTM NAD83 Zone 21)	Grab sample collected from bedrock	102

Additional Information Regarding Southern Sky Resources Corp.

Roger Connors, a resident of Toronto, Ontario, is the only controlling shareholder of Southern Sky.

A press release with further information in respect of Southern Sky, including significant financial information, will follow in accordance with the policies of the Exchange.

For further information regardingSouthern Skyand the Proposed Transaction, contact Roger Connors, Chief Executive Officer, at [phone] or at [e-mail].

Summary of the Proposed Transaction

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 whichit 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 (as defined below) Zidane common shares (the “Zidane Shares”) in exchange for their Southern Sky Shares, resulting in a reverse takeover of Zidane by Southern Sky. The Proposed Transaction will be structured as a three-cornered amalgamation, plan of arrangement or other structure based on the advice of the parties’ respective advisors and taking into account various securities, tax, operating and other considerations.

Prior to the closing of the Proposed Transaction,Zidanewill split its outstandingZidaneShares on the basis of one-point-zero-five (1.05) newZidaneShare for each one (1) oldZidaneShares (the “Stock-split”), such that, prior to closing of the Proposed Transaction,Zidanewill have approximately 5,486,540ZidaneShares issued and outstanding.

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 outstandingSouthern Sky Warrants will become exercisable for post-Stock-split Zidane Shares, in accordance with the terms of such warrants, as applicable.

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 focussed 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.

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.

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.

Break Fees

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. Zidane will pay a break fee to Southern Sky of $100,000 if the Proposed Transaction is not completed due to a material breach of the Definitive Agreement by Zidane.

Concurrent Financing

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 $1,360,000 consisting of up to 1,400,000 flow-through units (“FT Units”) at a price of no less than $0.20 per FT Unit for gross proceeds of up to $280,000, and at least 7,200,000 non-flow-through units (“Non-FT Units”) at a price of no less than $0.15 per Non-FT Unit for gross proceeds of at least $1,080,000 (the “Concurrent Financing”).

Each Non-FT Unit will be comprised of one Southern Sky Shares (or one post-Stock Split Zidane Share if the Concurrent Financing is completed in Zidane) and one-half of one Southern Sky Share purchase warrant (or one post-Stock Split Zidane Share purchase warrant if the Concurrent Financing is completed in Zidane) (each whole warrant, a “Unit Warrant”). Each whole Unit Warrant will entitle the holder to purchase one additional Southern Sky Share (or one post-Stock Split Zidane Share if the Concurrent Financing is completed in Zidane) (each, a “Unit Warrant Share”) for a period of 36 months from the closing date of the Concurrent Financing at an exercise price of $0.25 per Unit Warrant Share. Each FT Unit will be comprised of one Southern Sky Share (or post-Stock Split Zidane Share if the Concurrent Financing is completed in Zidane), to be issued as a “flow-through share” within the meaning of theIncome Tax Act(Canada), and one-half of one Unit Warrant. Other than the securities issued in connection with the Working Capital Financing, Concurrent Financing, and theFinder’s Fee Shares, neither Party will issue any shares or rights exchangeable or exercisable into shares of such Party prior to closing of the Transaction without the prior written consent of the other Party.

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.

Zidane and/or Southern Sky may pay finder’s fees in connection with the Concurrent Financing within the maximum amount permitted by the policies of the Exchange.

Working Capital Financing

Prior to the parties entering into the Definitive Agreement, Southern Sky may close a financing for aggregate gross proceeds of up to $200,000 consisting of Southern Sky Shares with a price per share of no less than $0.10 per Southern Sky Share (the “Working Capital Financing”).Southern Sky may pay finder’s fees in connection with the Working Capital Financing within the maximum amount permitted by the policies of the Exchange

Share Capital of the Resulting Issuer

The following Table 2 sets out the expected share capital of the Resulting Issuer on a non-diluted basis after giving effect to the Proposed Transaction (including the securities to be issued pursuant to the Concurrent Financing, as described above):

Table 2.

Category of Security(1)	Number(1)	Percentage(1)
Zidane Shares held by Zidane shareholders	5,486,540	12.64%
Zidane Shares issued to Southern Sky former shareholders(2) (3)	28,272,284	65.13%
Zidane Shares underlying the Non-FT Units and FT Units issued to Concurrent Financing Subscribers(4)	8,600,000	19.81%
Finders’ Fees Shares issuable at Closing to Grove Capital Group Ltd.	300,000	0.69%
Resulting Issuer shares issuable to Zonte over three years for the Wings Point Option Payment	750,000	1.73%
TOTAL:	43,408,824	100

Notes:

1. Calculated on a post-Stock-split basis. 

2. Assumes there are no dissenting Southern Sky shareholders. 

3. Assumes Southern Sky Working Capital Financing is fully subscribed. 

4. Assumes the Concurrent Private Placement is fully subscribed for gross proceeds of $1,360,000, consisting of 7,200,000 Non-FT Units (as defined herein) at a price of $0.15 per Non-FT Unit for gross proceeds of $1,080,000, and 1,400,000 FT Units (as defined herein) at a price of $0.20 per FT Unit for gross proceeds of $280,000. 

A further news release will be issued confirming the final terms of the Concurrent Financing once determined.

Summary of Proposed Directors and Officers of the Resulting Issuer

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 whomwill 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 beRoger 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.

The following is a brief description of the proposed directors and officers of the Resulting Issuer who has been identified as of the date hereof:

Roger Connors – Executive Chairman, President and CEO

Mr. Connors is an entrepreneur and consultant based in Toronto, Ontario with 29 years of experience managing private and public resource companies including Kimber Resources Inc. and National Gold Corp., which merged to form Alamos Gold Inc. Mr. Connors has since been focused on acquiring exploration and development stage gold projects in underexplored regions of North and South America. Mr. Connors holds a Bachelor of Business Administration (BBA) from Acadia University and completed the Canadian Securities Course.

Dominic O’Sullivan, Independent Director

Mr. O’Sullivan is a geologist and Member of the Australian Institute of Mining and Metallurgy. In a career that has spanned 30 years he has been involved in the exploration and mining of gold, diamonds, uranium and base metals and has been involved in several major discoveries in Australia, Guyana and Ghana, including the Plutonic Deeps and the Karouni Mine. He is currently Executive Chairman of Tajiri Resource Corp a TSX Venture Exchange listed company.

Mr.Matthew Hoyt, P.Eng., PMP – Independent Director

Mr. Hoyt is a Professional Engineer having over twenty years of experience across a wide variety of industrial construction projects for companies including Enbridge Pipelines Inc, CNRL, Graham Industrial Services,Imperial Oil Ltd., Bird,DOW, Kiewit, and Husky. These include pipeline facilities and terminals, refineries, thermal and hydro power, oilsands plants, offshore production,food production and wastewater treatment. Matthew graduated with a Bachelor of Science Chemical Engineering from the University of New Brunswick.

Ms. Monique Hutchins – Corporate Secretary

Ms. Hutchins is the Managing Director of DSA Corporate Services Inc. and has over fifteen years of corporate secretarial, corporate governance, client relationship and marketing experience. She was previously the Director of Business Development & Marketing and Corporate Secretary at Independent Review Inc., an organization that runs independent review committees that are a part of the governance structure of every investment fund in Ontario. She has previously held senior roles at Kingsdale Shareholder Services and Institutional Shareholder Services. Ms. Hutchins is a member of the Chartered Governance Institute of Canada (CGIC) and holds a Bachelor of Commerce from John Molson School of Business, Concordia University.

Ms. Rebecca Hudson - Chief Financial Officer

Ms. Hudson has 23 years of experience as a chartered professional accountant, having worked as a senior auditor with firms Grant Thornton LLP in Toronto, Canada, and PricewaterhouseCoopers in the Dominican Republic. She is currently the chief financial officer of Nova Mentis Life Science Corp. and a private drilling company, Andean Drilling Services Inc. Ms. Hudson also works as a consultant with Grove Corporate Services, where she acts as controller for several clients. She has held managerial positions at mining companies Xstrata and Falconbridge, has completed project-based work for Iamgold at its offices in Quito, Ecuador, and was the controller of Royal Nickel Corp. and Barkerville Gold Mines Ltd. Ms. Hudson formerly served as the chief financial officer of Terrascend Corp., Hornby Bay Mineral Exploration Ltd., Wabi Exploration Inc., Lithium OneInc. and Claim Post Resources Inc. Ms. Hudson has both her Bachelor of Arts and master's degree from the School of Accountancy at the University of Waterloo.

Additional information on the board and management of the Resulting Issuer will be provided once identified. No insiders of the Resulting Issuer are expected other than the members of the board and the management.

Sponsorship of a Qualifying Transaction

Sponsorship of the Proposed Transaction may be required by the Exchange unless an exemption or waiver from this requirement is obtained in accordance with the policies of the Exchange.Zidane intends to rely on the exemption from sponsorship in Exchange Policy 2.2 section 3.4(a)(i)(C),

Other Information relating to the Proposed Transaction

The Proposed Transaction will not constitute a “Non-Arm’s Length Qualifying Transaction” (as such term is defined in the policies of the Exchange) forZidane. Accordingly, the Proposed Transaction will not require the approval of the shareholders ofZidane.

Subject to the approval of the Exchange, upon closing of the Proposed Transaction the Resulting Issuer shall pay a finder’s fee by way of issuing 300,000 post-Stock Split Zidane Shares toGrove Capital Group  Ltd. (the “Finder’s Fee Shares”).

The Proposed Transactionwill require the approval of the shareholders of Southern Sky. Southern Sky intends to hold a shareholder meeting to seekall necessary approvals, the details of which will be disclosed once available.

In accordance with the policies of the Exchange, theZidaneShares are currently halted from trading and will remain so until such time as the Exchange determines, which, depending on the policies of the Exchange, may not occur until completion of the Proposed Transaction.

Additional information concerning the Proposed Transaction,Zidane, Southern Sky and the Resulting Issuer will be provided once determined in a subsequent news release and in the Filing Statement to be filed byZidanein connection with the Proposed Transaction and which will be available in due course underZidane’s SEDAR profile atwww.sedar.com.

About Zidane Capital Corp.

Zidaneis designated as a Capital Pool Company under Exchange Policy 2.4.Zidanehas not commenced commercial operations and has no assets, other than cash.  Zidane’s objective is to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction. Any proposed Qualifying Transaction must be approved by the Exchange and, in the case of a Non-Arm’s Length Qualifying Transaction, must also receive majority approval of the minority shareholders. Until the completion of a Qualifying Transaction,Zidanewill not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a proposed Qualifying Transaction.

For further information regardingZidaneand the Proposed Transaction, please contact Casper Bych, Chief Executive Officer, at [phone].

ON BEHALF OF THE BOARD OF DIRECTORS OF ZIDANE CAPITAL CORP.

Casper Bych, President, CEO & Director
[phone]
[e-mail]

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Qualified Person

Jack King, P.Geo. is a qualified person as defined by NI 43-101 and has reviewed and approved the contents and technical disclosures in this press release. Neither Mr. Robinson nor the Company has verified the technical information in this press release.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

All information contained in this news release with respect toZidaneand Southern Sky was supplied by the parties, respectively, for inclusion herein, andZidaneand its respective directors and officers have relied on Southern Sky for any information concerning such party.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward Looking Information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminologysuch as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations (including negative and grammatical variations) of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.

Forward-looking information in this press release may include, without limitation, statements relating to: the completion of the Proposed Transaction and the timing thereof, the execution of the Definitive Agreement, the proposed business of the Resulting Issuer, degree to which historical results are reflective of actual mineral resources, the completion of the proposed Working Capital Financing, Concurrent Financing and the use of proceeds therefrom, the completion a NI 43-101 technical report for the Property, the proposed directors and officers of the Resulting Issuer, obtaining regulatory approval for the Property, Southern Sky or the Resulting Issuer satisfying terms of the Option Agreement and acquiring 100% interest in the Property, the completion of the Stock-split, the completion of the Name Change, completion of satisfactory due diligence, Exchange sponsorship requirements and intended application for exemption therefrom, shareholder and regulatory approvals, and future press releases and disclosure.

These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding the mining industry, commodity prices, market conditions, general economic factors, management’s ability to manage and to operate the business, and explore and develop the projects, of the Resulting Issuer, and the equity markets generally. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of each of Zidane and Southern Sky may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although each of Zidane and Southern Sky believes that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, each of Zidane and Southern Sky disclaims any intention and assume no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

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