To: Goose94 who wrote (140873 ) 12/21/2022 5:57:26 PM From: Goose94 Read Replies (1) | Respond to of 202372 Aurum Lake Mining (ARL.P-V) Agreement For Proposed Qualifying Transaction Dec 21, '22 - NR Aurum Lake Mining Corp. has entered into an agreement dated Dec. 19, 2022, with Transition Metals Corp. (the optionor). Pursuant to the option agreement, the optionor has granted the exclusive right and option to the company to acquire a 100-per-cent interest of the optionor's rights to certain mineral claims known as the Homathko gold project, located in the province of British Columbia. Aurum Lake is a capital pool company under the policies of the TSX Venture Exchange and the option agreement with the optionor will constitute its qualifying transaction in accordance with exchange Policy 2.4 -- Capital Pool Companies. Upon completion of the transaction, Aurum Lake expects to be listed as a Tier 2 mining issuer on the exchange. Terms of the transaction Pursuant to the option agreement, the optionor will retain a net smelter royalty of 2.0 per cent on all mineral production on the property and the option is also subject to an underlying net smelter royalty of 1.0 per cent on tenures 1010863, 761502 and 761522 to Nova Royalty Corp. In consideration of the grant of the option, the company will pay a total of $470,000 to the optionor in cash payments per the schedule listed herein, incur work program expenditures on the property totalling $500,000 over two years and make a one-time $5-million lump sum payment to the optionor upon the commencement of commercial production, in addition to making such payments as necessary to keep the property in good standing during the term of the option. The cash payments will be made as follows: $20,000 on signing; An additional $100,000 three days following the date the option agreement is accepted for filing by the exchange; An additional $150,000 on the first anniversary of the effective date; An additional $200,000 on the second anniversary of the effective date. The work program expenditures will be made in accordance with the following schedule: $100,000 by the first anniversary of the effective date; A cumulative total of $500,000 by the second anniversary of the effective date. The option agreement and the transaction are subject to a number of conditions including, but not limited to, receipt of all required regulatory approvals, including exchange approval. The transaction will be an arm's-length transaction, and accordingly, will not require approval of the shareholders of Aurum Lake. The property The property is located in the Cariboo region of British Columbia, approximately 57 kilometres south of the community of Tatla Lake, which lies 222 kilometres west of Williams Lake. The property comprises 35 contiguous mineral claims, encompassing a total of 30,971 hectares. Over its history, multiple mineralized veins were discovered in this area with high-grade gold values. Concurrent financing In connection with the transaction, the company is anticipating that it would complete a concurrent private placement, the terms of which will be determined at a later date. The company intends to use the net proceeds of the concurrent financing to finance the acquisition costs of the transaction, to finance the work program expenditures as detailed in National Instrument 43-101 (as defined herein) technical report and to finance the general working capital expenses of the resulting issuer. Aurum Lake will issue a subsequent news release once the company has finalized the terms of the concurrent financing in accordance with Policy 2.4. Directors and management The current directors of the company will all remain as directors of the company following the completion of the transaction. Sponsorship Aurum Lake intends to make an application to the exchange to have the requirement for sponsorship of the transaction waived. There can be no assurance that the waiver will be granted. In any event, an agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of its completion. Trading halt In accordance with exchange policies, Aurum Lake's common shares are currently halted for trading and will remain so until completion of the transaction. Aurum Lake expects to provide an update with respect to the property and the proposed qualifying transaction in a subsequent press release in accordance with Policy 2.4. Qualified person George Wesley Roberts is a qualified person in accordance with National Instrument 43-101 -- Standards of Disclosure for Mineral Projects, and has reviewed and approved the technical information contained in this news release. For further information please contact: Patrick Sapphire Chief Executive Officer 647 530-1117