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Lavras Gold Corp. M&A Activity 2022

Apr 4, 2022

48350_rns_2022-04-04_ed443a7a-60af-4f14-a64d-4f27da25caea.pdf

M&A Activity

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Change in Corporate Structure Report (In accordance with section 4.9 of National Instrument 51-102)

Item 1 Names of the parties to the transaction

Amarillo Gold Corporation (“ Amarillo ”) Lavras Gold Corp. (“ Lavras ”) Hochschild Mining PLC (“ Hochschild ”) 1334940 B.C. Ltd. (the “ Purchaser ”)

Item 2 Description of the transaction

On November 29, 2021, Amarillo and Hochschild entered into an agreement (the “ Arrangement Agreement ”), whereby Hochschild, through its wholly-owned subsidiary the Purchaser, would acquire all of the outstanding shares of Amarillo by way of a plan of arrangement (the “ Arrangement ”) under the Business Corporations Act (British Columbia). Pursuant to the Arrangement, each share of Amarillo will be exchanged for cash consideration of C$0.40 and one share Lavras.

On April 1, 2022 the closing of the Arrangement occurred and each share of Amarillo was exchanged for cash consideration of C$0.40 and one common share of Lavras.

Item 3 Effective date of the transaction

The Arrangement was effective as of April 1, 2022.

Item 4 Names of each party that ceased to be a reporting issuer subsequent to the transaction and of each continuing entity

As a result of the Arrangement, Lavras has become a reporting issuer in each of the provinces of Canada, except for Quebec.

Item 5 Date of the reporting issuer's first financial year-end subsequent to the transaction

The date of Lavras' first financial year-end subsequent to the Arrangement will be December 31, 2022.

Item 6 The periods, including the comparative periods, if any, of the interim financial reports and annual financial statements required to be filed for the reporting issuer's first financial year subsequent to the transaction

Following the completion of the Arrangement, Lavras will file audited annual financial statements for the year ended December 31, 2022 and interim financial reports for the interim periods ending March 31, June 30 and September 30, 2022.

In accordance with section 4.7 of National Instrument 51-102 – Continuous Disclosure Obligations , the first financial statements that Lavras is required to file are the interim financial statements for the interim period ended March 31, 2022.

Item 7 The filed documents that described the transaction and where those documents may be found in electronic format

For additional information relating to the Arrangement and Lavras please also refer to the Information Circular of Amarillo dated January 27, 2022, which is available under Lavras' profile on SEDAR at www.sedar.com.