Golden Predator Mining Corp. and Viva Gold Corp. Enter Into Business Combination Agreement - Seite 2

In connection with the Arrangement, Golden Predator is proposing to distribute 8,620,000 common shares of C2C Gold Corp. (CSE:CTOC) to shareholders of record of Golden Predator immediately prior to closing of the Arrangement by way of return of capital transaction (the “Return of Capital”).

“The Golden Predator Board of Directors looks forward to working with James Hesketh and the Viva team. Mr. Hesketh is deeply familiar with Brewery Creek and its potential for economic production. We strongly believe our shareholders and the communities we operate in will benefit from jurisdictional diversification and the addition of proven mine building expertise at this pivotal time,” said William M. Sheriff. Executive Chairman of Golden Predator.

“This Transaction brings together all of the key ingredients required to build a premier junior gold producer. Two advanced stage gold development projects ready for permitting and development, exploration upside, excellent mining jurisdictions, strong management skillsets, a solid balance sheet, and strong market liquidity,” states James Hesketh, President and CEO of Viva Gold.

Viva Gold and Golden Predator will be hosting a joint online investor video conference on Thursday, March 4, 2021 at 12 PM (ET) to provide more details about the business arrangement. To register and attend the webinar please visit: https://attendee.gotowebinar.com/register/9138677069424175887

Key benefits of this transaction for Golden Predator and Viva shareholders:

• Increased size and risk mitigation through consolidated ownership of the advanced stage Tonopah Gold Project in Nevada and the formerly operating Brewery Creek Gold Mine in the Yukon;
• A focus on low-cost, open-pit, heap-leach technology;
• Combined 1.8 million ounces of measured and indicated heap leachable gold resources, with an additional 0.8 million ounces of inferred gold resource and strong exploration upside on both lead projects;
• A pipeline of advanced exploration projects, including the high-grade Marg polymetallic Copper-Gold deposit and a number of gold exploration properties with demonstrated gold mineralization and excellent potential;
• Significantly strengthened management and leadership team with balanced and complimentary skillsets;
• Proven mine building capacity and in-house technical expertise to advance projects;
• Diversification of operating jurisdictions;
• Enhanced balance sheet and liquidity with over $6.3 million in net cash and marketable securities;
• Cost reduction synergies gained through consolidation and reduced overhead;
• A committed focus on environmental stewardship and a progressive approach towards First Nation relations and community engagement; and a strong combined shareholder base of institutional and retail shareholders with limited ownership overlap.

The closing of the Transaction is subject to customary conditions, including the approval of Viva Gold shareholders, court approvals of the Arrangement and the Return of Capital, and the acceptance of the TSXV. Evans & Evans, Inc. of Vancouver, British Columbia, has provided the fairness opinion to the Viva Gold Board of Directors concluding that the Transaction is fair, from a financial point of view, to its shareholders as at March 1, 2021.