Pantera Silver Corp. — Capital/Financing Update 2020

Aug 6, 2020

Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.

RED OAK MINING CORP. ANNOUNCES LETTER OF INTENT TO ACQUIRE METROCK RESOURCES, SUBSIDIARIES, EXPLORATION ASSETS AND CONCURRENT PRIVATE PLACEMENT

VANCOUVER, British Columbia, June 4, 2020 – Red Oak Mining Corp. (“Red Oak” or the “Company”) (TSXV:ROC.H) is pleased to announce that it has entered into a non-binding letter of intent (the “ LOI ”) with Metrock Resources Ltd., a privately held issuer incorporated under the laws of Australia (“ Metrock ”) dated June 3, 2020, which outlines the general terms and conditions pursuant to which Red Oak and Metrock have agreed to complete a transaction (the “ Transaction ”) that will result in the acquisition of Metrock by Red Oak by way of a share exchange.

The Transaction is intended to constitute a Fundamental Acquisition, as that term is defined in the policies of the TSX Venture Exchange (the “ TSXV ”). On completion of the Transaction, it is intended that Red Oak will graduate its listing from the NEX board of the TSXV to become a Tier 2 Mining issuer on the TSXV. Red Oak and Metrock are arm’s length parties.

Acquisition of Metrock Resources

Metrock Resources Ltd. is engaged in the business of mineral exploration through its wholly owned subsidiary, Coastal Resources Pty Ltd. (“ Coastal ”). Coastal, through wholly-owned subsidiaries, holds certain exploration licences located in Botswana that are prospective exploration targets for manganese including:

• 100% of eight (8) contiguous tenure licenses encompassing ~ 3,470 square kilometres; and

• 100% of one (1) tenure license encompassing ~ 55,750 hectares which are adjacent to the north of the aforementioned eight tenure licenses.

The LOI between Red Oak and Metrock includes the following terms:

• Red Oak to issue an aggregate of approximately 18,350,000 common shares of Red Oak (" Consideration Shares ") in exchange for 100% of the issued and outstanding shares of Metrock Resources Ltd. The deemed value of the Consideration Shares for the purpose of the Transaction is $0.10 per share. The Consideration Shares will be subject to a three (3) year escrow.

• Red Oak to issue 5,300,000 warrants at an exercise price of $0.20 to certain shareholders of Metrock. The warrants will be exercisable for a period of two years from issuance. In the event that Red Oak’s common shares have a closing price on the TSXV of greater than $0.30 per common share for a period of 5 consecutive trading days, Red Oak may accelerate the expiry date of the warrants to the 30[th] day thereafter (the “ Acceleration Clause ”).

Red Oak has agreed to pay an arm’s length party an advisory fee equal to 10% of the value consideration on the Transaction to be satisfied in common shares of Red Oak at the same price per share of the Transaction, being approximately 1,835,000 common shares.

Definitive Agreement

The Letter of Intent contemplates that the Transaction will be completed through a definitive agreement (the “ Definitive Agreement ”) that is to be negotiated in good faith by Red Oak and Metrock, and contain the customary representation and warranties for similar transactions. Red Oak and Metrock have agreed

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to an exclusivity period expiring July 31, 2020 during which the parties have agreed to negotiate in good faith and settle the Definitive Agreement.

Private Placement

In conjunction with the Transaction, Red Oak will arrange a private placement at a price of CAD$0.10 per unit (“ Unit ”) for proceeds up to CAD$2,000,000 (the “ Private Placement ”). Each Unit will consist of one Red Oak Share and one Red Oak Share purchase warrant at a price of $0.20, exercisable for a period of two years from issuance (the “ Warrants ”). The Warrants will be subject to the Acceleration Clause.

The Private Placement will be available to existing securityholders of Red Oak utilizing BC Instrument 45534 Exemption from Prospectus Requirements for Certain Trades to Existing Securityholders and other provincial equivalents (collectively, the “ Existing Security Holder Exemptions ”). Red Oak will make the Private Placement available to all shareholders of Red Oak as of June 4, 2020 (the “ Record Date ”) who are eligible to participate under the Existing Security Holder Exemptions and who have notified Red Oak of their intention to participate in the Private Placement. The Existing Security Holder Exemptions limit a shareholder to a maximum investment of $15,000 unless the shareholder certifies in the subscription agreement that he or she has obtained advice regarding the suitability of the investment from a registered investment dealer or otherwise qualifies to rely on another private placement exemption.

In the subscription agreement, shareholders will be required to certify that, on or before the Record Date, they acquired and held, common shares of Red Oak. Each existing shareholder on the Record Date will be entitled to purchase Units which will be allocated by Red Oak on a first come, first served basis such that it is possible that a subscription received from a shareholder may not be accepted by Red Oak if the Private Placement is over subscribed. Any person who becomes a shareholder of Red Oak after the Record Date shall not be entitled to participate in the Private Placement under the Existing Security Holder Exemptions.

Red Oak also intends to complete a portion of the Private Placement pursuant to Multilateral CSA Notice 45-318 - Prospectus Exemption for Certain Distributions through an Investment Dealer and the corresponding instruments, orders and rules implementing CSA Notice 45-318 in the participating jurisdictions (the “ Investment Dealer Exemption ”). In addition to conducting the Private Placement pursuant to the Investment Dealer Exemption, Red Oak will also accept subscriptions for Units, in its discretion, where other prospectus exemptions are available.

In accordance with the requirements of the Investment Dealer Exemption, Red Oak advises that, as at the date hereof, there is no material fact or material change in respect of Red Oak that has not been generally disclosed. Additionally, Red Oak advises that there is no minimum number of Units being offered pursuant to the Private Placement.

Red Oak intends to use the net proceeds from the Private Placement for general corporate purposes and working capital.

All securities distributed pursuant to the Private Placement will be subject to a statutory hold period of four months from the date of issuance. Closing of the Private Placement is subject to receipt of all necessary regulatory approvals. Red Oak may pay finders’ fees in connection with the Private Placement in accordance with the policies of the TSXV.

About Manganese

The global market for manganese ore is approximately 20 million tonnes per year with the largest production coming from South Africa. Approximately ninety percent (90%) of manganese is for the manufacturing of steel and steel alloys and approximately ten percent (10%) is used in batteries including Lithium Ion batteries for the battery electric vehicle market (“BEV”) and other products. The BEV market is using an increasing amount of manganese in certain battery formulations including the NCM (Nickel, Cobalt, Manganese) battery formulas. According to BASF Corporation, lithium ion batteries combined with

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manganese-rich oxides “improves power characteristics, cycle life and safety of current lithium-ion technology.”

About Botswana

According to a report by Rand Merchant Bank (RMB) in February 2020, Botswana is the number one country for mining investment in Africa. “Botswana ranks the highest due to political stability and security, low trade barriers and investor certainty regarding protected areas.” states the RMB report.

Surveying 66 emerging global economies in during the Covid-19 pandemic, The Economist (May 2, 2020 issue) rated Botswana number one for financial strength, ahead of Taiwan and South Korea. Botswana is the oldest democracy in Africa since gaining independence as a representative democratic republic in September 1966. Since independence, Botswana has had one of the fastest growth rates in per capita income in the world to become an upper-middle income country with a high level of economic freedom. It is considered one of the most investment friendly countries on the continent.

About Red Oak Mining Corp.

Red Oak Mining Corp. is a publicly listed and traded company under the trading symbol ROC.H. The Company’s objective is to leverage the Board and Management’s experience and acquire assets within the mining sector. Emphasis is on elements that are in growing demand due to increasing growth in the global battery electric vehicle market.

For further information please contact:

Jay Roberge, CEO & Chairman redoakmining@gmail.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release contains "forward looking statements" within the meaning of applicable Canadian securities legislation. Forward looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward looking statements in this press release include that we can complete our acquisition of Metrock; that we can complete the Private Placement; and that we close the Transaction and continue its business going forward. Forward looking statements involve known and unknown risks, uncertainties and other factors that may cause actual financial results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward looking statements and the forward looking statements are not guarantees of future performance. Red Oak’s ability to complete the Transaction and successfully conduct the business currently conducted by Metrock is subject to a number of conditions, any of which are outside of Red Oak’s control; including that the Private Placement is not attractive to investors for any reason; that regulators or other factors slow down our intended timing; and exploration costs may increase dramatically or have been underestimated for the size and scope of the project. Red Oak disclaims any obligation to update or revise any forward looking statements, whether as a result of new information, events or otherwise, except as required by law.

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