Newmont Corporation (NYSE:NEM) entered into a binding agreement to acquire remaining 85.1% stake in GT Gold Corp. (TSXV:GTT) from The K2 Principal Fund L.P., fund managed by K2 & Associates Investment Management Inc., Muddy Waters, LLC, Ross Beaty and Directors and senior officers of GT Gold for approximately CAD 360 million on March 10, 2021. Newmont has agreed to acquire all of the outstanding shares of GT Gold that Newmont does not already own (the “Transaction”) for CAD 3.25 per share (the “Transaction Price”) in cash. The total equity value pursuant to the Transaction is approximately CAD 456 million on a fully diluted basis. Directors and senior officers of GT Gold, collectively owning approximately 12% of the outstanding shares of GT Gold, have entered into voting support agreements to support the transaction. In addition, Ross Beaty, K2, and Muddy Waters, collectively owning approximately 31% of the outstanding shares of GT Gold, have entered into voting support agreements to support the transaction. The arrangement agreement includes a termination fee of CAD 12.65 million, payable by GT Gold, under certain circumstances (including if the Arrangement Agreement is terminated in connection with GT Gold pursuing a Superior Proposal).

The transaction is subject to court-approved, 66 2/3% of the votes cast by the holders of GT Gold's common shares, a simple majority of the votes cast by holders of GT Gold common shares after excluding votes from certain shareholders, including Newmont, as required under MI 61-101, at a special meeting of GT Gold shareholders to be held to consider the transaction, GT Gold shareholders shall not have validly exercised and not withdrawn Dissentd Rights in connection with the transaction and other customary closing conditions for transactions of this nature. Transaction is not subject to a financing condition. A special committee comprised entirely of independent directors of GT Gold and the board of directors of GT Gold unanimously approved the transaction. The K2 Principal Fund L.P. has reached an agreement (the “Settlement”) with GT Gold Corp. to withdraw its shareholder meeting request as a result of the transaction. Concurrently and in connection with the Settlement, K2 entered into a voting support agreement with Newmont pursuant to which it agreed to vote in favor of the proposed transaction. As of May 6, 2021, the shareholders of GT Gold approved the transaction. GT Gold will apply for a final order of the Supreme Court of British Columbia for approval of the Arrangement on May 10, 2021. The transaction is expected to be completed in the second quarter of 2021. As of May 10, 2021, all regulatory approvals have been obtained and transaction is expected to close on or about May 17, 2021.

BMO Capital Markets and Maxit Capital LP have each provided an opinion to the GT Gold Board and Rothschild has provided an opinion to the GT Gold Board and the Special Committee. BMO Capital Markets and Maxit Capital LP acted as financial advisors and Jay Kellerman and Neville McClure of Stikeman Elliott LLP acted as legal advisor to GT Gold. Agentis Capital Mining Partners has provided technical and capital markets advice to the Special Committee of GT Gold. Neill May and Chris Sunstrum of Goodmans LLP and Lawson Lundell LLP acted as legal advisors to Newmont. Gryphon Advisors Inc. acted as the strategic shareholder services advisor and Norton Rose Fulbright Canada LLP acted as the legal advisor to K2. Davies Ward Phillips & Vineberg LLP is advising Rothschild & Co. in its provision of a long form fairness opinion to the special committee and board of directors of GT Gold Corp.

Newmont Corporation (NYSE:NEM) completed the acquisition of remaining 85.1% stake in GT Gold Corp. (TSXV:GTT) from The K2 Principal Fund L.P., fund managed by K2 & Associates Investment Management Inc., Muddy Waters, LLC, Ross Beaty and Directors and senior officers of GT Gold on May 17, 2021. The transaction received approval from Supreme Court of British Columbia on May 10, 2021.