Blackwolf Signs Definitive Agreement to Acquire Optimum Ventures

VANCOUVER, BC / ACCESSWIRE / July 14, 2023 / Blackwolf Copper and Gold Ltd.("Blackwolf", or the "Company") (TSXV:BWCG)(OTC PINK:BWCGF) is pleased to announce that, further to its news release dated June 20, 2023, the Company has entered into a definitive arrangement agreement (the "Definitive Agreement") with Optimum Ventures Ltd. ("Optimum") (TSXV: OPV) pursuant to which Blackwolf will acquire all of the issued and outstanding common shares of Optimum (the "Transaction"). Each Optimum shareholder will be entitled to receive 0.65 of a common share of Blackwolf for each share of Optimum held. The combined entity will benefit from numerous operational and development synergies. The Transaction has received board approval of both companies and strong support from Optimum's shareholders.

Morgan Lekstrom, CEO of Blackwolf, commented: "We are pleased to sign the Definitive Agreement with Optimum and to receive board and shareholder support as we work to close the Transaction. With the Acquisition, Blackwolf is positioning itself as a leading explorer and developer of precious and base metals projects on both sides of the border in the Golden Triangle. Both Optimum's Harry project in BC and Blackwolf's Cantoo property nearby in Alaska, where we are the only operator, host numerous compelling high-grade gold prospects that we are excited to continue to explore and start testing with initial drilling this year. Also, I will continue to work closely with the Optimum team with regards to the knowledge on the Harry project, capital markets, their marketing ideas. This can help us drive the Blackwolf vision while expanding on our shareholder base."

Transaction Details
Pursuant to the terms of the Definitive Agreement, each Optimum shareholder will receive 0.65 of a share of Blackwolf in exchange for each Optimum share held. Each Optimum stock option will be cancelled without payment. The Definitive Agreement includes non-solicitation, right to match, and fiduciary out provisions, as well as certain representations, covenants and conditions which are customary for a transaction of this nature. The Transaction is expected to be completed by way of a court approved Plan of Arrangement under the Business Corporations Act (British Columbia) and will require the approval of (i) at least 66⅔% of the votes cast by Optimum securityholders; (ii) at least 66⅔% of the votes cast by Optimum shareholders; and (iii) if applicable, a majority of the votes cast by Optimum shareholders present in person or represented by proxy at the Optimum annual general and special meeting, excluding, for this purpose, votes attached to Optimum shares held by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The shareholders of Blackwolf are not required to vote on the Transaction. The Transaction is an arm's length transaction in accordance with the policies of the TSXV.