Moneta Gold and Nighthawk Gold Complete At-Market Merger to form STLLR Gold Inc. - Seite 2

The STLLR Board will be led by Josef Vejvoda, CIM, ICD.D as Non-Executive Chair and includes Keyvan Salehi, Morris Prychidny, CPA, CA, Blair Zaritsky, CPA, CA, Edie Hofmeister, MA, JD, Rodney A. Cooper, P.Eng, MBA, Acc. Dir., and Krista Muhr.

Jose Vizquerra, MSc., the President, CEO and Director of O3 Mining, remains as the Special Advisor to the STLLR Board. Mr. Vizquerra is a seasoned mining executive with extensive experience in project development, business development, exploration and capital markets. He currently serves as a Director of Osisko Mining Inc. (“Osisko”) and Silver Mountain Resources Inc., and as an advisor to the boards of Discovery Metals Corp. and Palamina Corp. Mr. Vizquerra was preciously the EVP of Strategic Development for Osisko, President & CEO of Oban Mining Corp. (before the amalgamation to form Osisko), Head of Business Development for Compania de Minas Buenaventura, and was a production and exploration geologist at the Red Lake Gold Mines.

Subscription Receipt Financing

In connection with closing of the Transaction, the escrow release conditions in respect of an aggregate of 38,235,294 subscription receipts (the “Subscription Receipts”) of Nighthawk issued on December 19, 2023 at a price of C$0.34 per Subscription Receipt (the “Subscription Receipt Financing”) were satisfied and the gross proceeds in the amount of approximately C$13.0 million were released to Nighthawk. The net proceeds are expected to be used to partially fund the environmental baseline work at both the Tower Gold and Colomac Gold Projects, and for general working capital and administration purposes. Each Subscription Receipt automatically converted into one Nighthawk Share and one-half of one common share purchase warrant of Nighthawk (the “Subscription Receipt Warrants”) for no additional consideration. The STLLR Shares and common share purchase warrants of STLLR issued today in exchange of the Nighthawk Shares and Subscription Receipt Warrants upon conversion of the Subscription Receipts are not subject to any statutory hold provisions.

Information for Nighthawk Shareholders

In order to receive STLLR Shares in exchange for Nighthawk Shares, registered shareholders of Nighthawk must complete, sign, date and return the letter of transmittal that was mailed to each Nighthawk Shareholder prior to closing. The letter of transmittal is also available under Nighthawk’s profile on SEDAR+ at www.sedarplus.ca. For those Nighthawk Shareholders whose Nighthawk Shares are registered in the name of a broker, investment dealer, bank, trust company, trust or other intermediary or nominee, they should contact such nominee for assistance in depositing their Nighthawk Shares and should follow the instructions of such intermediary or nominee.