Origin Gold Signs Definitive Agreement for Acquisition of Colombian Gold Project - Seite 2

Jaime Lalinde, Origin Gold’s President and CEO, commented:

“I am extremely pleased to announce our much-anticipated acquisition of the Otu Central Project. We believe Otú to be a world-class gold district with enormous upside now that once-inaccessible land can finally be explored. It’s a tremendous opportunity, and we are thrilled to be working on it with Bullet, a company with invaluable experience in Colombia’s gold sector. We look forward to what is ahead, and to deepening the strong relationships Bullet has established with every stakeholder.”

Definitive Agreement

Origin Gold has entered into, inter alia, a share purchase agreement dated as of October 26, 2020 with Bullet and certain of Bullet’s directly and indirectly-owned subsidiaries, pursuant to which Origin Gold shall acquire all of the issued and outstanding shares of a newly formed entity (“NewCo”) that will indirectly own 100% of the Assets.

The aggregate purchase price for the Assets will be US$9 million (approximately C$12.2 million) and shall be payable by a mixture of cash payments and the issuance of Shares and Securities, as outlined above.

Upon closing of the Acquisition, Origin Gold will have acquired all of the issued and outstanding shares of NewCo, which will indirectly own, or have been indirectly irrevocably transferred, 100% of the Assets. The Assets are located in the Segovia/Zaragoza regions of Antioquia in Colombia and cover approximately 24,255 hectares. In addition, Bullet shall be entitled to nominate one individual for election to Origin Gold’s board of directors at its annual general meeting held each year and shall be entitled to participate in any of Origin Gold’s future private placement financings on a pro rata basis in order for it to maintain its percentage ownership position, in each case for so long as Bullet holds at least 10% of the issued and outstanding Shares.

The Acquisition is an arm’s length transaction for the purposes of the policies of the TSXV and is subject to the approval of the TSXV. Origin Gold is not paying any finder’s fees in connection with the Acquisition. The closing of the Acquisition is subject to the satisfaction of customary conditions precedent, including, inter alia, the receipt of regulatory approvals in Colombia, the approval of the TSXV, the provision of applicable legal opinions concerning the titles to the Assets and other closing conditions customarily found in transactions similar to the Acquisition.