Stratabound Minerals Corp. (TSXV:SB) entered into a definitive arrangement to acquire California Gold Mining Inc. (CNSX:CGM) from R.W. Tomlinson Limited, Romspen Investment Corporation and others for CAD 12.4 million on April 20, 2021. California Gold shareholders will receive one Stratabound common share for each California Gold share. Upon the close of the transaction, the California Gold Shares will be delisted from the CSE. In case of termination of the transaction under certain circumstances, each party is required to pay CAD 400,000 as termination fee.

Patrick Cronin and Vishal Gupta resigned from the board of directors of California Gold. Immediately after the close of the transaciton, the Stratabound Board will be comprised of 7 directors, consisting of: (i) five members of the current Stratabound Board; and (ii) two persons nominated by California Gold. The transaction is subject to the approval of the Ontario Superior Court of Justice (Commercial List), approval by California Gold shareholders, California Gold Dissent Rights shall have not been exercised with respect to more than 10% of the issued and outstanding California Gold Shares and receipt of all necessary regulatory and stock exchange approvals. The California Gold shareholder meeting is expected to be held in June 2021. No shareholder vote is required by Stratabound shareholders. California Gold board and Stratabound board have unanimously approved the transaction. Romspen Investment Corporation and R.W. Tomlinson Ltd. have entered into customary support agreements with Stratabound to vote their shares (representing approximately 15.3% of the currently outstanding California common shares) in favour of the transaction. As of April 28, 2021, the California Gold Special Committee has unanimously determined that the Arrangement is in the best interests of California Gold and has recommended to the
California Gold Board that the California Gold Board recommend that the California Gold Shareholders vote in favour of the Arrangement Resolution. The Court signed the Interim Order on May 17, 2021, and, subject to the approval of the Arrangement by the Shareholders, a hearing for a Final Order approving the Arrangement is currently scheduled to take place on June 17, 2021. As of June 30, 2021, the shareholders of California Gold have approved the transaction. It is expected that California Gold will apply for a final order of the Ontario Superior Court of Justice (Commercial List) for approval of the Arrangement on July 5, 2021. As of July 5, 2021, final court approval was received. The transaction is expected to close in July 2021.

Red Cloud Securities Inc. and INFOR Financial Inc. are acting as the financial advisors to California Gold in connection with the transaction. The fairness opinion to California Gold was prepared by INFOR Financial Inc. INFOR will receive a CAD 125,000 fee from California Gold for the delivery of the Fairness Opinion. Geoffrey Gilbert of Norton Rose Fulbright Canada LLP is acting as legal counsel to California Gold and D. Richard Skeith of Dentons Canada LLP is acting as legal counsel to Stratabound in connection with the transaction. TSX Trust Company acted as Depository, registrar and transfer agent for California Gold while Computershare Investor Services Inc. acted as registrar and transfer agent for Stratabound Minerals.