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Golden Goose Resources M&A Activity 2024

Jun 3, 2024

48154_rns_2024-06-03_b4a47f6d-789e-462c-8dfb-d74f3b5dfe31.pdf

M&A Activity

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DocuSign Envelope ID: 6447CB71-E295-4DA2-BA13-FC94EB5380F9

EXTENSION TO AMALGAMATION AGREEMENT

This extension agreement (the “ Extension ”) is made and entered into this 30[th] day of April, 2024 (the “ Effective Date ”)

BETWEEN:

PURSUIT GOLD CORP., a company incorporated under the laws of British Columbia and having a registered and records office at The King George Building, 6th Floor, 905 W. Pender Street, Vancouver BC, V6C 1L6

(the “ Issuer ")

AND:

SOUTH AMERICAN LITHIUM CORP., a company incorporated under the laws of Alberta and having an office at 60 Signal Hill Way, Calgary Alberta T3H 2M2

(" Target ")

BACKGROUND:

  • A. The Issuer and the Target (together, the “ Parties ” and each, a “ Party ”) are parties to an amalgamation agreement entered into on July 14, 2023, as reinstated and amended by an agreement dated January 31, 2024 (collectively the “ Amalgamation Agreement ”) pursuant to which the Parties, along with a wholly-owned subsidiary of the Issuer, propose to complete a business combination that will result in a Fundamental Change for the Issuer under the policies of the Canadian Securities Exchange;

  • B. The Amalgamation Agreement expires as of April 30, 2024 (the “ Expiry Date ”); and

  • C. The Parties desire to extend the Expiry Date.

IN CONSIDERATION of the matters described above and of the mutual benefits and obligations set forth in this Extension, the receipt and sufficiency of which consideration is hereby acknowledged, the Parties agree as follows:

  1. Capitalized Terms. All capitalized terms used in this Extension and not defined herein have the meaning given to those terms in the Amalgamation Agreement.

  2. Amendments to Amalgamation Agreement. The Parties hereby amend the Amalgamation Agreement as follows:

    • (a) Section 1.1(ww) “ Outside Date ” be deleted in its entirety and replaced with the following new Section 1.1(ww):

      • Outside Date ” means May 31, 2024, or such other date as agreed to by all Parties in writing;
  3. Reaffirmation. Except as expressly amended or modified by this Extension, all other terms and conditions of the Amalgamation Agreement are hereby ratified and reaffirmed, and the parties hereto confirm and agree that there is currently no default under the Amalgamation Agreement by either party. To the extent of any inconsistency between this Extension and the Amalgamation Agreement, the terms and conditions of this Extension will control and govern.

  4. Governing Law. This Amendment is governed by and will be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada therein.

DocuSign Envelope ID: 6447CB71-E295-4DA2-BA13-FC94EB5380F9

  1. Counterparts. This Extension may be executed in counterparts, each of which will be deemed an original, and all of which together will be deemed to be one and the same agreement. A signed copy of this Extension delivered by facsimile, e-mail or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original signed copy of this Extension.

  2. Further Assurances. Each of the Parties shall execute and deliver, at the reasonable request of the other Party, such additional documents, instruments, conveyances, and assurances and take such further actions as the other Party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Extension.

IN WITNESS WHEREOF the parties have executed this Extension as of the date first above written.

PURSUIT GOLD CORP. SOUTH AMERICAN LITHIUM CORP. /s/ Ken Booth /s/ Dustin Nanos ___________________________ __________________________ Per: Ken Booth Per: Dustin Nanos

1406-4958-1836, v. 1 – Pursuit – SALI – extension – April 30, 2024