Bluecorp Capital Corp. (Boba) entered into a non-binding letter of intent to acquire Snowy Owl Gold Corp. (CNSX:SNOW) for CAD 8.4million in a reverse merger transaction on July 20, 2022. Bluecorp Capital Corp. (Boba) entered into definitive amalgamation agreement to acquire Snowy Owl Gold Corp. (CNSX:SNOW) in a reverse merger in a reverse merger transaction on October 7, 2022. Snowy Owl proposes to acquire all of the issued and outstanding securities of Boba by way of a share exchange, amalgamation or such other form of business combination as the parties may determine. Consideration for the Proposed Transaction is expected to be satisfied through the issuance to the shareholders of Boba of an aggregate of 163,787,000 common shares of Snowy Owl at a deemed issue price of CAD 0.10 per share, subject to all necessary regulatory and securityholder approvals. As of February 24, 2023, Consideration for the Proposed Transaction will be satisfied through the issuance to the shareholders of Boba of an aggregate of 167,437,001 common shares of the Company at a deemed issue price of CAD 0.05 per share. It is anticipated that the Resulting Issuer will be listed on the Canadian Securities Exchange (CSE) and will carry on the business of Boba. It is expected that Boba shareholders will hold an aggregate of 82% of the shares of the Resulting Issuer following closing of the Proposed Transaction, with shareholders of Snowy Owl holding the remaining 18%. Resulting Issuer to change its corporate name to Boba Mint Holdings Ltd. or such other name that is acceptable to the board of the Resulting Issuer, subject to the approval of the CSE and the shareholders of Snowy Owl.

It is expected that, subject to and upon closing of the Proposed Transaction, each of Ray Wladichuk, Chief Executive Officer of the Company, and Elyssia Patterson, Chief Financial Officer of Snowy Owl will step down from their respective positions and leadership of the Company will transition to a new management team which will be led by Jordan Rodger as Chief Executive Officer of the Resulting Issuer. The balance of the management team will be appointed by the new board of directors of the Resulting Issuer, which is expected to be comprised of nominees of Boba and Luticia Miller as a continuing director of Snowy Owl. The Proposed Transaction is subject to a number of terms and conditions, including, but not limited to, the parties entering into the Definitive Agreement prior to September 19, 2022 (such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature), the completion of satisfactory due diligence investigations, and the approval of the Canadian Securities Exchange and other applicable regulatory authorities. As of February 24, 2023. Snowy Owl Gold Corp. has called an annual general and special meeting of shareholders to approve the Proposed Transaction on March 29, 2023. The board of directors of Snowy Owl has unanimously approved the transaction. The transaction is anticipated to close in Q2 of 2023.

The Resulting Issuer will pay an advisory fee (“Fee”) to EMD Financial Inc. equal to 2% of the value of the Proposed Transaction at closing. Fasken Martineau DuMoulin LLP. acted as legal advisor to Snowy Owl. Endeavor Trust Corporation acted as transfer agent to Snowy Owl.