TORONTO: 12 Exploration Inc. has signed a binding letter agreement with 79North Ltd. to acquire all of the issued and outstanding shares of 79North. The Letter Agreement was negotiated at arm’s length and is effective as of April 29, 2020.

12 Exploration Inc. operates as a mineral exploration company. The Company focuses on the acquisition, exploration, and development of properties for mining of gold and other minerals. 12 Exploration serves mining industries in Canada.

79North is a Toronto-based exploration and development company focused on the acquisition, exploration and development of properties which are prospective for gold and other metals.

79North currently holds an indirect interest in mineral concessions in northern Suriname (formerly Dutch Guiana), and aims to become the premier junior exploration company in this underexplored district of the prolific Guiana Shield.

79 North’s growing portfolio of high-quality targets which have not undergone modern exploration or drilling have a long history of artisanal mining and are strategically located within close proximity to modern gold mines operated by major mining companies. The registered office address of 79North is located at 82 Richmond Street East, Suite 306, Toronto, Ontario, M5C 1P1.

The transaction is expected to proceed by way of a three cornered amalgamation pursuant to which 79North shall amalgamate with a wholly-owned subsidiary of 12 Exploration, and 12 Exploration will acquire all of the issued and outstanding common shares of 79North in exchange for common shares of 12 Exploration on the basis of one 12Ex Share for each 79North Share issued and outstanding, as a result of which 79North will be a wholly-owned subsidiary of 12Ex.

The Amalgamation will also provide that all outstanding warrants and broker warrants to purchase 79North Shares shall remain outstanding and thereafter entitle the holders thereof to acquire equivalent securities of 12Ex in lieu of 79North on the same terms and conditions.