Kairos Metals Corp. entered into a letter of intent to acquire Tailwind Capital Corporation (TSXV:TW.P) for CAD 2.5 million in a reverse merger transaction on May 14, 2020. Kairos Metals Corp. entered into a definitive agreement to acquire Tailwind Capital Corporation in a reverse merger transaction on August 10, 2020. Pursuant to the proposed Transaction, (i) each one (1) issued and outstanding common shares of Kairos will be exchanged for one common shares of Newco at a deemed price of CAD 0.10 per Newco Common Share; (ii) each one and five-tenths (1.5) issued and outstanding common shares of Tailwind , will be exchanged for one (1) Newco Common Share; and (iii) each outstanding stock options and agents' options of Tailwind will be exchanged for one stock option or agents' option of Newco on an equivalent economic basis. Post completion of the transaction, former Tailwind shareholders will hold 5.3 million shares representing approximately 12.9% stake, former Kairos shareholders will hold 25.3 million shares representing approximately 61.2% stake and investors in the private placement will hold 10.7 million shares representing approximately 30% stake in the resulting issuer. Pursuant to the LOI, Tailwind or Kairos will complete a private placement of subscription receipts exercisable into Newco Common Shares at a price of CAD 0.10 per common share for gross proceeds of a minimum of CAD 0.6 million and a maximum of CAD1 million. The Private Placement may be conducted on a “brokered” or on a “non-brokered” basis and the parties may engage an agent or syndicate of agents for the Private Placement. As per filing dated November 4, 2020 Tailwind intends to complete a non-brokered private placement of up to 21.4 million common shares for CAD 0.07 per Tailwind common shares for gross proceeds of up to CAD 1.5 million. Pursuant to the letter of intent Tailwind and Kairos intend to complete a business combination to form a new company called "Kairos Metal Corp. ("Newco") and Tailwind expects to be listed on the Exchange as a tier 2 mining issuer. As per filing dated November 4, 2020 upon completion of the Amalgamation, it is intended that the resulting issuer will be known as San Lorenzo Gold Corp.

Upon completion of the transaction, following persons will serve as directors and officers of the resulting issuer: Ken Booth(President, Chief Executive Officer and Director), Al J. Kroontje (Director), Kevin R. Baker(Director), Terence Walker( Director and Vice President, Exploration ), John F. K. Aihoshi (Chief Financial Officer) and Jana Lillies ( Corporate Secretary). The transaction is satisfactory completion of due diligence, execution of the definitive agreement and other customary conditions. The Transaction remains subject to all necessary regulatory approvals including approval by the Exchange of the Amalgamation, the completion of the Private Placement, listing/approval of the new shares on stock exchange, execution of escrow agreement, dissenters rights limited and other matters comprising part of the Amalgamation. Tailwind will be seeking majority of the minority approval of the transaction at a meeting of Tailwind shareholders and approvals from Kairos's shareholders. As of October 9, 2020 the Tailwind's and Kairos's shareholder meeting will be held on December 11, 2020. Dale Burstall of Burstall LLP acted as legal advisor to Kairos.

Kairos Metals Corp. completed the acquisition of Tailwind Capital Corporation (TSXV:TW.P) in a reverse merger transaction on December 16, 2020. The common shares of the resulting issuer shall commence trading on the TSX Venture Exchange under the trading symbol "SLG". In connection with the Transaction, Tailwind completed a non-brokered private placement of $1.6 million.