Copaur Minerals and New Placer Dome Gold Corp. Announce Transaction to Combine to Advance Properties in Nevada and British Columbia

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VANCOUVER, BC / ACCESSWIRE / December 3, 2021 / Copaur Minerals Inc. (CPAU) ("Copaur Minerals") and New Placer Dome Gold Corp. (TSXV:NGLD)(OTCQB:NPDCF)(FSE:BM5) ("New Placer Dome") are pleased to announce the execution of a Binding Letter Agreement dated November 30, 2021 (the "Letter Agreement") pursuant to which Copaur Minerals will acquire all of the issued and outstanding common shares of New Placer Dome in an arm's length transaction (the "Transaction"). The combination of Copaur Minerals and New Placer Dome will create a leading gold-copper exploration and development company with a portfolio of assets in two of North America's foremost mining districts, the Toodoggon/Golden Horseshoe mineral district of Northeastern British Columbia and the Great Basin gold district of Nevada. The purpose of this transaction is to bring together a combination of technical expertise, leadership and financing capability. The combined company will have a stable platform for future growth. The management and advisors of the combined company have recently demonstrated the ability to create significant shareholder value by rapidly advancing projects and raising capital.

Transaction Highlights

• Experienced Leadership: The senior executive team, comprising of directors, advisors and consultants have extensive experience in capital raising. The combined company will be managed by an award-wining team of professionals who stand for technical excellence, painstaking project selection and uncompromising corporate governance; with the proven ability to generate significant shareholder appreciation.
• Liberty Gold Corp. in Favor of Transaction: Liberty Gold is a 15.3% shareholder of New Placer Dome and is in full support of the Transaction and will remain a significant shareholder of the combined company with Cal Everett (Liberty Gold, President & CEO) remaining as an advisor.
• Enhanced market profile: The Transaction creates a larger, well-funded, gold-copper exploration company with an enhanced market and growth profile that is well positioned to benefit from exploration success across the combined portfolio of assets.
• Geographic diversification: The combined company will have a diverse, highly prospective portfolio of assets in two of North America's most prolific mining jurisdictions that provide the potential to pursue year round exploration programs.
• Significant exploration upside: Significant upside potential through a combined multi-asset exploration portfolio ranging from resource-development to high-potential exploration, including gold-copper porphyry targets at the Williams Gold-Copper property and Carlin-style mineralization at the Kinsley Mountain project.
• Strong balance sheet: The combined company will be well-capitalized to fund the advancement of the combined portfolio of assets through the combined cash balances of both companies and completion of a concurrent equity financing of a minimum of $5 million and up to a maximum of $15 million.
• Significant premium: An immediate and significant premium to the New Placer Dome shareholders of 61% based on November 30, 2021 close of $0.09 and 55% based on both companies' 20-Day VWAPs.

Copaur's CEO Jeremy Yaseniuk commented: "This bold and strategic acquisition of New Placer Dome and its gold projects in Nevada together with our 100% owned Williams Gold-Copper property in Northern British Columbia will create an exciting new precious metals exploration company with a multi-asset portfolio across two of North America's most prolific mining jurisdictions. The combined entity will be a larger company that is well funded following New Placer Dome's recent financing and Copaur Minerals' substantial in-the-money warrant and option proceeds and the proposed concurrent financing. This will ensure the combined entity will have adequate capital to fund remaining asset option payments and rapidly advance the combined company's projects. With this enhanced balance sheet and capital market profile the combined company will be better positioned to attract capital and pursue broader capital market initiatives."