The Tassawini Property and The Harpy Property in Co-operative Republic of Guyana entered into a non-binding letter of intent to acquire Project One Resources Ltd. (CNSX:PJO) in a reverse merger transaction for $13.8 million on June 2, 2021. The Tassawini Property and The Harpy Property in Co-operative Republic of Guyana entered into a definitive agreement to acquire Project One Resources Ltd. in a reverse merger transaction on October 5, 2021. Pursuant to the transaction, Project One Resources has agreed to assume Goldeneye's rights and obligations under Goldeneye's option agreement (the “Underlying Agreement”) respecting the Property in exchange for: (i) an aggregate cash payment to the shareholders of Goldeneye (the “Vendors”) of $0.5 million (ii) the issuance to the Vendors of an aggregate of 50 million common shares in the capital of Project One Resources (each, a “Share”) and (iii) a 3% net smelter return with an option to purchase ½ of this net smelter return for $3 million. The consideration shares will be subject to escrow and hold periods as prescribed by the policies of the CSE and Canadian securities laws. Prior to closing of the transaction, Project One Resources will conduct a private placement financing (the “Financing”) of up to 5 million units at a price of CAD 0.25 per unit for aggregate gross proceeds of up to CAD 1.3 million. Upon completion of the acquisition, Project One will have a 100% beneficial interest in the two properties in Guyana. The Tassawini Gold Project will become the resulting issuer's principal asset and full disclosure will be provided on this Property in conjunction with the definitive agreement. Upon completion of the Proposed Transaction, the Resulting Issuer will continue to carry on the business of exploration and development of the Tassawini Property, under the new name “Alerio Gold Corp.” or such other name as may be approved by the board of directors of the Resulting Issuer and the CSE. Upon successful completion of the acquisition, it is anticipated that Project One Resources will retain its listing on the CSE and change its name to Alerio Gold Corp. (the “Resulting Issuer”) and the common shares of the Resulting Issuer will trade under the ticker symbol “ALE”. The proposed Directors and Officers of the Resulting Issuer upon completion of the RTO are anticipated to be Jonathan Challis, President, CEO and Director; Al Fabbro, Director; Lee Graber, Director; and Greg Smith, Director.

Closing of the transaction will be subject to the approval of the CSE and a number of conditions, including but not limited to the Company changing its name to “Alerio Gold Corp” (the “Resulting Issuer”) or such other name as determined by Goldeneye; shareholder approval; completion of due diligence satisfactory to the Company; the entering into of a definitive agreement; completion of the Financing; and satisfaction by the Vendors of all payments under the Underlying Agreement required for the property to be transferred to the Resulting Issuer. As of August 16, 2021, Project One Resources close Over Subscribed Financing. As of September 23, 2021, Project One Resources has obtained conditional approval from the Canadian Securities Exchange. As of September 23, 2021, the completion of the acquisition will occur sometime by the end of September 2021 and early October 2021, or such other date as the Company and Goldeneye may agree.

The Tassawini Property and The Harpy Property in Co-operative Republic of Guyana completed the acquisition of Project One Resources Ltd. (CNSX:PJO) in a reverse merger transaction on October 28, 2021. The Common Shares acquired by Chatradharee (Vishal) Mohan were issued from treasury pursuant to the definitive agreement for deemed consideration per Common Share of CAD 0.25, for an aggregate deemed consideration paid of CAD 10.55 million. Pursuant to the terms of the definitive agreement, Chatradharee (Vishal) Mohan as the sole shareholder of Goldeneye Capital Ltd., acquired direct and indirect ownership and control of 42,200,000 Common Shares representing approximately 57.2% of Project One Resources. Concurrent with the completion of the acquisition, the Company changed its name from “Project One Resources Ltd. to “Alerio Gold Corp.” and its business will be the exploration of the Tassawini Property. As part of the acquisition, the management and board of directors of the Project One Resources was reconstituted to consist of the following individuals: Jonathan Challis (Chief Executive Officer and Director), Geoffrey Balderson (Chief Financial Officer, Corporate Secretary and Director), Gregory Smith (Chief Operating Officer and Director), Lee Graber (Director), and Allan Fabbro (Director).