Golden Predator Mining Corp. (TSXV:GPY) entered into a letter of intent to acquire Viva Gold Corp. (TSXV:VAU) from Humewood Ventures Corp. and others on January 14, 2021. Golden Predator Mining Corp. entered into a definitive arrangement agreement to acquire Viva Gold Corp. for CAD 12.6 million on March 2, 2021. Pursuant to the arrangement, the shareholders of Viva will receive 1.60 Class A common shares of Golden Predator for each common share of Viva Gold. Upon the closing of the Transaction, former shareholders of Viva Gold will hold approximately 27% of the outstanding shares of Golden Predator. In connection with the Arrangement, Golden Predator is proposing to distribute 8,620,000 common shares of C2C Gold Corp. (CSE:CTOC) to shareholders of record of Golden Predator immediately prior to closing of the Arrangement by way of return of capital transaction. Upon completion of the Transaction, Viva Gold will apply to delist the Viva Gold Shares from the TSXV. The Agreement also contains certain customary non-solicitation and right to match provisions. Upon termination, Golden Predator will pay a termination fee to Viva of CAD 0.3 million and Viva Gold will pay to Golden Predator a termination fee of CAD 0.3 million. On closing of the Arrangement, the directors of Golden Predator will consist of William Sheriff (Executive Chair); James Hesketh (Chief Executive Officer); two nominees selected by Viva Gold; and three nominees selected by Golden Predator. The management of Golden Predator will consist of James Hesketh, President and Chief Executive Officer, Valerie Kimball, Corporate Secretary, Steven Krause, Chief Financial Officer, Michael Maslowski, Chief Operating Officer. Janet Lee-Sheriff, current Golden Predator Chief Executive Officer will participate in a seamless transition. The closing of the transaction is subject to customary conditions, including the approval of Viva Gold shareholders, court approvals of the Arrangement and the Return of Capital, and the acceptance of the TSXV and applicable securities laws, all necessary regulatory approvals, listing approval for shares to be issued as consideration. Golden Predator’s board has approved the transaction. The Arrangement will require the approval of at least 2/3rds of votes cast by the Viva Gold shareholders. The special committee and the board of directors of Viva Gold recommend that, in the absence of a superior proposal, Viva Gold shareholders vote in favor of the Arrangement and third party consents, each of the Viva Voting Support Agreements shall be in full force and holders of no more than 5% of the outstanding Viva shares, in the aggregate, shall have exercised Dissent Rights. The directors and senior officers, and certain other shareholders of Viva Gold, representing approximately 18.5% of the issued share capital of Viva Gold, have committed to vote their Viva Gold Shares in favor of the Arrangement. The Board recommends that Viva Shareholders vote in favor of the Arrangement. It is anticipated that the Viva shareholders meeting will take place by April 29, 2021. The Special Meeting of Viva Gold shareholders in connection with the proposed arrangement will take place on May 3, 2021. As of April 28, 2021, a group of Viva Gold Shareholders led by Humewood Ventures Corp. and its affiliates holding in aggregate approximately 9.3% of the outstanding shares of Viva to vote against proposed arrangement with Golden Predator Mining as Humewood believes dilutive share exchange arrangement is not in the best interests of the Viva shareholders. The parties currently expect the transaction to be completed on or about May 3, 2021. As of April 5, 2021, the effective date of the transaction will be on or about May 5, 2021. Evans & Evans, Inc. acted as financial advisor and has provided the fairness opinion to the Viva Gold Board of Directors. The board of directors of Golden Predator received a fairness opinion from RWE Growth Partners of Vancouver, confirming that the transaction is fair, from a financial point of view, to the shareholders of Golden Predator. Edward L. Mayerhofer of Morton Law LLP is acting as legal advisor to Golden Predator. Samantha Chang and David Hunter of Dentons Canada LLP is acting as legal advisor to Viva Gold. Computershare Investor Services Inc. acted as transfer agent while Laurel Hill Advisory Group acted as proxy solicitation agent to Viva Gold for a fee of CAD 25,000, plus reasonable out of pocket expenses. Farris LLP acted as legal advisor for Humewood Ventures. Golden Predator Mining Corp. (TSXV:GPY) cancelled the acquisition of Viva Gold Corp. (TSXV:VAU) from Humewood Ventures Corp. and others on May 3, 2021.