Newstrike Resources Ltd. and HPI Holdings Ltd. Complete Business Combination - Seite 3

The Transaction was structured as a three-cornered amalgamation (the "Amalgamation") pursuant to which HPI amalgamated with Subco, a wholly-owned subsidiary of Newstrike, to form an amalgamated entity ("Amalco") which will continue as a wholly owned subsidiary of Newstrike, and all of the issued and outstanding common shares of HPI ("HPI Shares"), other than the Underlying HPI Shares, were converted into an aggregate of 268,999,998 Newstrike Shares which were distributed proportionately amongst the holders of such HPI Shares. In addition, (i) each Underlying HPI Share was converted into approximately 7.077 Newstrike Shares resulting in the issuance of an aggregate of 11,996,052 Newstrike Shares; (ii) an aggregate of 1,611,215 Newstrike Shares were issued upon conversion of certain convertible notes of HPI which were issued in connection with a share purchase transaction completed effective April 30, 2017 amongst HPI, 2512867 Ontario Inc., Arnd Enderlein, Jorg Enderlein, Andrew Clark and Jason Sparaga; and (iii) an aggregate of approximately 15,994,746 Newstrike Shares were reserved for issuance upon exercise of 2,260,000 share purchase warrants of HPI, with each such HPI share purchase warrant entitling the holder to acquire approximately 7.077 Newstrike Shares in lieu of one HPI Share, at an exercise price of $0.125 per Newstrike Share.

As of the date hereof, Newstrike has 364,181,846 Newstrike Shares outstanding and has issued stock options and share purchase warrants to acquire an aggregate of 27,104,746 Newstrike Shares at exercise prices ranging from $0.075 to $0.20 per share.

Upon closing of the Transaction, the board of the Newstrike was reconstituted to be comprised of Jay Wilgar, Scott Kelly, Peter Hwang, Nik Van Haeren and Liam Scott. In addition, all officers of Newstrike resigned, and the following officers were appointed: (i) Jay Wilgar as Chief Executive Officer; (ii) Scott Kelly as Executive Chair; (iii) James Macpherson as Chief Financial Officer; (iv) Jennifer Maccarone as Chief Quality Officer; (v) Kevin Epp as Chief Operating Officer; and (vi) Jonathan Wolch as Corporate Secretary.

The Transaction remains subject to the final approval of the TSX Venture Exchange.

Further Information

For further information regarding the Transaction, please refer to the filing statement of Newstrike and HPI dated as of May 18, 2017, available on SEDAR at www.sedar.com. Investors are cautioned that, except as disclosed in such filing statement any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Newstrike should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.