Schooner Capital Corp. (TSXV:SCH.P) ('Schooner' or the 'Company') is pleased to announce that further to its news release of September 1, 2020 (the 'Initial News Release'), it has entered into a definitive share exchange agreement dated October 27, 2020 (the 'Definitive Agreement'), with 1201361 B.C. Ltd. ('Target') and the shareholders of Target, pursuant to which Schooner will acquire all of the issued and outstanding securities of Target (the 'Transaction') which controls the prospective Ponderosa Gold Property in the Spences Bridge Gold Belt of British Columbia, Canada.

The Definitive Agreement

Completion of the Transaction is subject to the satisfaction of certain conditions set forth in the Definitive Agreement, including but not limited to: (i) receipt of all requisite regulatory approvals, orders, notices and consents to implement the Transaction including those of the TSX Venture Exchange (the 'TSXV'); (ii) no material change occurring to the business of any of the parties; (iii) completion of the Concurrent Offering (as defined below); (iv) all shareholder approvals required for completion of the Transaction will have been obtained; (v) completion of the aforementioned director and management changes; (vi) the transfer of all of the Shares pursuant to the Share Purchase Agreements shall have occurred; (vii) the satisfaction of obligations under the Definitive Agreement relating to each of the parties; (viii) the delivery by each of the parties of customary closing documents; (viii) delivery of a technical report, in compliance with the requirements of National Instrument 43-101 - Standards of Disclosure for Mineral Projects with respect to the Ponderosa Gold Property and as approved by the TSXV and (ix) completion of the Transaction on or before January 27, 2021. Subject to satisfaction or waiver of the conditions to the Transaction, Schooner and Target anticipate that the Transaction will be completed on or before January 27, 2021.

Contact:

Tel: 1-604-687-3520

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