Ensign Minerals Inc. entered into a definitive business combination agreement to acquire Taura Gold Inc. (TSXV:TORA) for CAD 22.4 million in a reverse merger transaction on October 23, 2023. Under the Amalgamation, former shareholders of Ensign will receive 2.00 common shares of Taura for each one common share of Ensign held. The consideration implies a purchase price of CAD 0.47 per Ensign Share, or gross consideration of approximately CAD 24 million. Upon completion of the Proposed Transaction, approximately 18% of Resulting Issuer Shares expected to be held by the current shareholders of Taura, and approximately 82% of such Resulting Issuer Shares expected to be held by the former shareholders of Ensign. Upon completion of the Proposed Transaction, the directors and executive officers of the Resulting Issuer are expected to be as follows: John Dorward - Director, President & Chief Executive Officer, Paul Criddle - Chief Operating Officer, Vince Sapuppo - Chief Financial Officer, Oliver Lennox King - Non-Executive Director, Richard Colterjohn - Non-Executive Director, John Knowles - Non-Executive Director, Norm Pitcher - Non-Executive Director and Wayne Hubert - Non-Executive Director. If this Agreement is terminated by Ensign pursuant to Section 11.1(e)(i) (i.e.
Change of Recommendation), and Taura shall have either (x) completed an Alternate Transaction within 12 months after this Agreement is so terminated, or (y) entered into an Acquisition Agreement in respect of any Alternate Transaction within 12 months after this Agreement is so terminated, then Taura shall, prior to or concurrently with, (A) in the case of (x), the completion of such Alternate Transaction, and (B) in the case of (y), the entering into of the said Acquisition Agreement, pay to Ensign the Termination Fee of CAD 0.15 million by wire transfer in immediately available funds, to the account specified by Ensign in writing. If this Agreement is terminated by Taura pursuant to Section 11.1(e)(i) (i.e. Change of Recommendation) or Section 11.1(b) (i.e. Non-Satisfaction of Conditions), and Ensign shall have either (x) completed an Alternate Transaction within 12 months after this Agreement is so terminated, or (y) entered into an Acquisition Agreement in respect of any Alternate Transaction within 12 months after this Agreement is so terminated, then Ensign shall, prior to or concurrently with, (A) in the case of (x), the completion of such Alternate Transaction, and (B) in the case of (y), the entering into of the said Acquisition Agreement, pay to Taura the Termination Fee of CAD 0.15 million by wire transfer in immediately available funds, to the account specified by Taura in writing.

The Proposed Transaction has been unanimously approved by the boards of directors of Taura and Ensign, and the board of directors of Ensign and Taura each recommend that its respective shareholders vote in favour of the Proposed Transaction and related matters. Completion of the Proposed Transaction is subject to a number of conditions, including, without limitation, receipt of all necessary shareholder, third party and regulatory approvals and consents, the execution of definitive transaction documents (and the satisfaction of all conditions precedent stipulated therein), and the approval of the TSXV to list the Resulting Issuer Shares to be issued in connection with the Proposed Transaction on the TSXV. Subject to the satisfaction (or, where permitted, waiver) of such conditions, the closing of the Proposed Transaction is expected to occur in the fourth calendar quarter of 2023.

Jay Goldman of Cassels Brock & Blackwell LLP acted as legal advisor to Taura Gold Inc. Alan Hutchison of Osler, Hoskin & Harcourt LLP acted as legal advisor to Ensign Minerals in the transaction. Endeavor Trust Corporation acted as registrar and transfer agent to Taura Gold.