Pembrook Copper Corp. And Minera Andina de Exploraciones S.A.A. And UMS Projects LP signed a term sheet to acquire Mich Resources Ltd. (CNSX:MICH) for CAD 50.8 million in a reverse merger transaction on July 27, 2021. Pembrook Copper Corp. And Minera Andina de Exploraciones S.A.A. And UMS Projects LP entered into a Stock Purchase Agreement to acquire Mich Resources Ltd. (CNSX:MICH) for CAD 50.8 million in a reverse merger transaction on November 5, 2021. The Term Sheet contemplates that the Pecoy Project will be acquired from Pembrook and Minandex for cash and Mich shares that will be immediately distributed by Pembrook to its shareholders. As consideration for Pembrook and Minandex's interests in the Pecoy Project, Mich Resources will pay the amount of CAD 2.5 million and issue 120.7 million common shares of the Mich Resources to the shareholders of Pembrook and Minandex and 6.4 million shares to UMS. It is anticipated (and without taking into account any potential concurrent financings), that the shareholders of Pembrook and Minandex will hold approximately 70% of the approximately 173 million common shares of the Company (excluding dilutive securities) following closing of the Transaction (the "Resulting Issuer") and UMS will hold 3.7% of the Resulting Issuer. Upon completion of the Transaction, the Resulting Issuer will continue to carry on the business of exploration and development of the Pecoy Project under the Company's existing name or such other name as may be approved by the board of directors of the Resulting Issuer and the Exchange. Following completion of the Offering and the Transaction, the Vendors will hold approximately 52.5% and the Strategic Investors will hold approximately 13.2% of the shares of Mich on an outstanding basis. As of January 26, 2022, Mich Resources entered into an additional definitive agreement to acquire the remaining 23.63% of the Pecoy Project assets not already held by Pembrook. At the closing of the Transaction, Mich Resources will hold 100% of the Pecoy Project, and as consideration for Pembrook, Minandex and the Vendor's interests in the Pecoy Project, Mich Resources will pay the total amount of CAD 5.7 million and issue a total of 127.2 million common shares of Mich Resources to the shareholders of Pembrook and Minandex, and to the Vendor. As a result of the transaction, Mich Resources Ltd. shall be renamed to Miko Copper Corp.

Completion of the Transaction is subject to a number of conditions, including but not limited to the execution of definitive agreements, mutual due diligence, the approval of all regulatory bodies having jurisdiction in connection with the Transaction (including the approval of the Exchange), completion of a subscription receipt financing for minimum aggregate proceeds of CAD 15 million and approval of both the Company's shareholders and the shareholders of Pembrook. The deal is also subject to approval for the listing of the Mich's shares on the TSX Venture Exchange and concurrent voluntary delisting of the Mich's shares from the Canadian Securities Exchange. As of June 27, 2022, Mich has entered into an agreement with Haywood Securities Inc., on behalf of a syndicate of agents, pursuant to which the Agents have agreed to sell, on a commercially reasonable efforts private placement basis, up to 84 million subscription receipts at a price of CAD 0.25 per Subscription Receipt on a pre Consolidation basis for gross proceeds to Mich of up to CAD 21 million. The term sheet has been approved by each of Pembrook Copper, Minera Andina de Exploraciones S.A.A., UMS Projects and Mich Resources. Mich Resources intends to apply for an exemption from any sponsorship requirements of the Exchange. The transaction is expected to close in fourth quarter of 2021. As of November 8, 2021, the transaction is expected to close in December 2021. As of January 26, 2022, the transaction is expected to close in the first quarter of 2022. As of June 27, 2022, the transaction is expected to close in the third quarter of 2022. UMS acted as finder and facilitated the negotiations of the transaction ("Transaction") which will constitute a reverse take-over ("RTO") of Mich when completed. Minvisory Corp. acted as financial advisor to Mich with respect to the Strategic Investors.

Pembrook Copper Corp. And Minera Andina de Exploraciones S.A.A. And UMS Projects LP cancelled the acquisition of Mich Resources Ltd. (CNSX:MICH) in a reverse merger transaction on November 1, 2022.