Blackwolf Copper and Gold Ltd. (TSXV:BWCG) entered a non-binding letter of intent to acquire Optimum Ventures Ltd. (TSXV:OPV) for CAD 8.8 million on June 14, 2023. Blackwolf Copper and Gold Ltd. (TSXV:BWCG) entered an arrangement agreement to acquire Optimum Ventures Ltd. (TSXV:OPV) on July 6, 2023. The LOI contemplates that the shareholders of Optimum will receive 0.65 of a Blackwolf common share for each Optimum common share held, which will result in the Optimum shareholders collectively owning approximately 26% of the resultant company?s outstanding common shares (on a non-diluted basis and prior to any issuances of securities by either company prior to closing). Following the successful closing of this transaction, Andrew Bowering will be appointed to the board of Directors of Blackwolf. On completion of the proposed transaction, the composition of the board of directors of the resulting company will consist of six, five of which will be current members of the board of directors of Blackwolf or chosen by Blackwolf and one will be Andrew Bowering, the nominee of Optimum. In case of termination under certain circumstances, either party will pay a termination fee of CAD 0.1 million to other party.

The completion of the proposed transaction is subject to a number of conditions precedent, including: (i) satisfactory due diligence review, (ii) negotiation and execution of a definitive agreement respecting the proposed transaction; (iii) approval by the boards of directors of each of Blackwolf and Optimum, (iv) approval of the shareholders of Optimum at a special meeting of the shareholders of Optimum; (v) court approval of the Plan of Arrangement, (vi) obtaining necessary third party approvals, including TSX Venture Exchange acceptance, and (vii) no more than 5% of Optimum shareholders exercising their rights of dissent in connection with the Arrangement, and the satisfaction of certain other closing conditions customary for a transaction of this nature. Transaction is also subject to Optimum Ventures having minimum working capital of CAD 0.75 million. Each of Optimum?s directors and officers and certain other significant Optimum shareholders, collectively holding in aggregate at least 30% of the outstanding shares of Optimum, are expected to enter into voting support agreements in favour of the proposed transaction. The transaction has been unanimously approved by the Boards of Directors of Optimum and Blackwolf. On July 31, 2023, OPV obtained the Interim Order from Court. On September 11, 2023, Supreme Court of British Columbia has granted final approval for the Company's acquisition by Blackwolf Copper and Gold Ltd. A special meeting of the shareholders of Optimum will be held on August 31, 2023 at 11:00 a.m. (Vancouver time). The Transaction is anticipated to be completed at or about the beginning of September 2023. The shareholders of Optimum approved the transaction on August 31, 2023 and Optimum expects the Arrangement to close on or about September 12, 2023.

RwE Growth Partners, Inc. acted as financial advisor and provided a fairness opinion to Optimum Special Committee. Conrad Nest of Boughton Law Corporation is acting as legal counsel to Optimum. Jason Sutherland of DuMoulin Black LLP is acting as legal counsel to Blackwolf and Fiore Management and Advisory Corp. has acted as advisor to Blackwolf in connection with the Transaction and will receive a 2% advisory fee payable in Blackwolf Shares on closing of the Arrangement. As consideration for its services, OPV agreed to pay RWE $9,000 for providing the Fairness Opinion. Computershare Investor Services Inc. is acting as Depository Bank for Optimum. Odyssey Trust Company is transfer agent for Optimum.

Blackwolf Copper and Gold Ltd. (TSXV:BWCG) completed the acquisition of Optimum Ventures Ltd. (TSXV:OPV) on September 12, 2023. The Optimum shares are expected to be delisted from the TSX Venture Exchange at the close of trading on September 14, 2023, and Optimum intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations. Andrew Bowering, mining entrepreneur, a founder of Optimum, has joined the Company?s board of directors, replacing Don Birak, who stepped down effective September 12, 2023.