Goldstake Explorations Inc. — M&A Activity 2023

Dec 15, 2023

GOLDSTAKE AND TRANSPACIFIC ANNOUNCE AGREEMENT TO SELL CLAY PROPERTY

TORONTO, ON, December 14, 2023 – Goldstake Explorations Inc. (“ Goldstake ”), and Transpacific Resources Inc. (“ Transpacific ” and together with Goldstake, the “ Vendors ”) are pleased to announce they have entered into a definitive asset purchase and sale agreement with MAG Silver Corp. and its wholly owned subsidiary Gatling Exploration Inc. (“ Gatling ”) regarding the sale of all of the Vendors’ interest in the Clay Property (the “ Property ”) to Gatling (the “ Transaction ”) in exchange for C$5,000,000, payable in cash at the closing of the Transaction (the “ Purchase Price ”). At the closing of the Transaction, the Purchase Price will be paid to each Vendor on a pro rata basis in proportion to its interest in the Property with Goldstake entitled to 75% of the Purchase Price in respect of its 75% interest in the Property and Transpacific entitled to 25% of the Purchase Price in respect of its 25% interest in the Property, in each case less such Vendor’s customary transaction expenses.

The closing of the Transaction is contingent upon customary closing conditions, including Goldstake and Transpacific each obtaining approval by their shareholders for the sale of the Property required in accordance with section 184(3) of the Business Corporations Act (Ontario) as well as regulatory approvals in respect of the transfer of the Property to Gatling.

The Vendors are preparing a joint management information circular for provision to shareholders of each Vendor in respect of the special meeting of shareholders of each Vendor (the “ Meetings ”) to seek approval for the Transaction. It is currently anticipated that the Meetings will be held and the Transaction will close in March 2024. More information concerning the Meetings will be provided to shareholder of each Vendor in due course.

ABOUT GOLDSTAKE EXPLORATIONS INC.

Goldstake Explorations Inc. is a Canadian exploration and development company with precious metal projects in Canada, the USA and Australia.

ABOUT TRANSPACIFIC RESOURCES INC.

Transpacific is a Canadian mineral exploration company operating in Ontario with a minority interest in the Clay Property.

FORWARD-LOOKING STATEMENTS

This news release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws. These statements relate to future events of the Vendors. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “forecast”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe”, “outlook” and similar expressions are not statements of historical fact and may be forward-looking information. All statements, other than statements of historical fact, included herein including, without limitation: (i) at the closing of the Transaction, the Purchase Price will be paid to each Vendor on a pro rata basis in proportion to its interest in the Property with Goldstake entitled to 75% of the Purchase Price in respect of its 75% interest in the Property and Transpacific entitled to 25% of the Purchase Price in respect of its 25% interest in the Property, in each case less such Vendor’s customary transaction expenses, (ii) the provision to shareholders of each Vendor of a joint management information circular in respect of the Meetings, and (iii) it is currently anticipated that the Meetings will be held and the Transaction will close in March 2024, are forward-looking information.

Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Vendors to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks include, among others, the inherent risk of the mining industry; adverse economic and market developments; the risk that the Vendors will not be successful in completing the sale of the Clay Property; risks relating to the attainment of the Vendors’ shareholders approvals at the Meetings; regulatory risks in connection with the Transaction; risks of unexpected cost increases; risks of labour shortages; risks relating to the availability of capital for either Vendor; risks relating to future prices of mineral resources; risks related to work site accidents, risks related to geological uncertainties and variations; risks related to government and community support of the Property; risks related to global pandemics and other risks related to the mining industry. The Vendors believe that the expectations reflected in such forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward‐looking information should not be unduly relied upon. These statements speak only as of the date of this news release. The Vendors do not intend, and does not assume any obligation, to update any forward‐looking information except as required by law.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities of either Vendor in Canada, the United States, or any other jurisdiction. Any such offer to sell or solicitation of an offer to buy the securities described herein will be made only pursuant to subscription documentation between the applicable Vendor and prospective purchasers. Any such offering will be made in reliance upon exemptions from the prospectus and registration requirements under applicable securities laws, pursuant to a subscription agreement to be entered into by the applicable Vendor and prospective investors.