Mijem Inc. entered into a letter of intent to acquire Canada Coal Inc. (TSXV:CCK.H) in a reverse merger transaction on October 15, 2019. Mijem Inc. entered into a definitive combination agreement to acquire Canada Coal Inc. (TSXV:CCK.H) in a reverse merger transaction on November 15, 2019. Pursuant to the Agreement, immediately prior to the amalgamation, Canada Coal will complete a share consolidation on the basis of two pre-consolidation common shares for every one post-consolidation common share (“share consolidation”). Following the completion of the share consolidation and the proposed transaction the shareholders of Mijem will be issued 2.144 resulting issuer shares for each Mijem common share held by such Mijem shareholder for an aggregate total of approximately 58,823,529 shares at a deemed price of approximately $0.17 per share. In addition, each warrant held in Mijem will be exchanged for 2.144 canada coal warrants, having substantially the same terms and conditions as the Mijem warrants, and will entitle the holder thereof to acquire, upon exercise of each whole Canada Coal warrant, and for the consideration payable therefor (subject to adjustment), one resulting issuer share. In connection with the proposed transaction, each of Canada Coal and Mijem proposes to complete a concurrent brokered private placement. Pursuant to the terms of the agreement, Canada Coal will seek to delist from the NEX board of the TSX Venture Exchange and intends to apply for listing of the resulting issuer‘s common shares on the Canadian Securities Exchange, with such listing to be effective concurrent with the completion of the proposed transaction. The transaction is structured as a three-cornered amalgamation between Canada Coal, Mijem and a newly incorporated subsidiary of Canada Coal (Newco), Mijem and Newco will amalgamate to form a newly amalgamated company (Amalco). The agreement may be terminated at any time prior to closing by mutual written agreement of Canada Coal and Mijem.

The Board of Directors of the combined company shall be reconstituted to consist of five Directors nominated by Mijem who initially shall be Phuong Dinh, Erin Oor, Gordon Westwater, Joey Caturay and Mag Saad, and one of whom shall, at the discretion of Canada Coal, be nominated by Canada Coal. The management of Canada Coal shall be reconstituted to be comprised of nominees of Mijem. The transaction is subject to customary conditions, which include the receipt of shareholder approval of both Canada Coal and Mijem, the TSXV and CSE, any other regulatory approvals, at or prior to closing, Mijem and, if applicable, Canada Coal will have raised gross proceeds of a minimum of CAD 1.85 million pursuant to the private placement, Canada Coal shares shall have been delisted from the NEX and conditionally approved for listing (including the Canada Coal shares issuable upon the combination), subject to customary conditions, on the CSE Exchange and no more than 5% of the shareholders shall have exercised their statutory dissent rights in respect to the combination and Canada Coal shall have provided evidence reasonably satisfactory to Mijem that Canada Coal has, as of the closing date, net working capital of not less than CAD 1 million. Canada Coal will be holding a shareholder meeting to seek shareholder approval for the share consolidation, a proposal to change the name of Canada Coal to Mijem Inc. The completion of the combination shall occur on the date which is five business days following the day upon which all of the approvals and determinations required to be obtained pursuant to this agreement have been obtained by Canada Coal or such earlier or later date as Canada Coal and Mijem may agree. As of February 18, 2020, the transaction was approved by the shareholders of Canada Coal at the special meeting held on February 7, 2020. The parties shall use their best efforts to cause the closing date to be on or before January 31, 2020, however, if the closing date shall not have occurred on or before February 28, 2020 (outside date), or such later date as the parties hereto agree to in writing on or before the outside date, (as last extended), any party shall have the right upon notice to the other parties to terminate this agreement. Jeffrey Klam of Caravel Law acted as legal advisor to Mijem and Tom Fenton of Aird & Berlis LLP acted as legal advisor to Canada Coal. Computershare Investor Services Inc. acted as the transfer agent and registrar for Canada Coal in this transaction.