Copaur Minerals and New Placer Dome Gold Corp. Announce Transaction to Combine to Advance Properties in Nevada and British Columbia - Seite 2

New Placer Dome's CEO Maximilian Sali commented: "We are pleased to be combining with Copaur Minerals, a group that we are confident has the expertise and resources to execute our vision and deliver value to our shareholders through exploration and expansion of the combined portfolio of properties in Nevada and British Columbia."

Share Exchange

Under the terms of the Letter Agreement, New Placer Dome shareholders will receive, for each common share of New Placer Dome held, 0.1182 common shares of Copaur Minerals (the "Exchange Ratio"). All existing share purchase warrants and stock options to acquire New Placer Dome shares will also be exchanged for share purchase warrants and stock options to acquire common shares of Copaur Minerals adjusted to reflect the Exchange Ratio, provided that the term of any options held by an existing option holder that will not be continuing as a director, officer, employee or consultant of Copaur Minerals post-completion of the Transaction will be subject to a maximum of 12 months. The share exchange represents a premium of 61% to New Placer Dome shareholders based on the closing price of each company on the TSX-V as of the market close on November 30, 2021 and a 55% premium to the 20-day volume weighted average price of each company on the TSXV as of market close on November 30, 2021. Upon completion of the Transaction, New Placer Dome will become a wholly owned subsidiary of Copaur Minerals, and former shareholders of New Placer Dome will hold approximately 47% of the shares of Copaur Minerals on an outstanding shares basis prior to the Concurrent Financing (as deined below).

Concurrent Financing

In connection with and as a condition closing of the Transaction, Copaur Minerals and New Placer Dome will combine their efforts to pursue a concurrent financing in Copaur Minerals, New Placer Dome or both of them to raise gross proceeds of a minimum of $5 million and up to a maximum of $15 million at a price and on terms to be mutually agreed by the parties (the "Concurrent Financing"). Proceeds of the Concurrent Financing will be used to advance the exploration portfolio of the combined entity, for the remaining option payment on New Placer Dome's Kinsley Mountain property and for general working capital purposes. The terms of the Concurrent Financing will be approved in advance and in writing by both Copaur Minerals and New Placer Dome.