Tyhee Gold Corp. (TSXV:TDC) entered into an implementation agreement to acquire 47.27% stake in Sutter Gold Mining Inc. from RMB Investments & Advisory (Pty) Limited for CAD 1.2 million in cash on July 4, 2014. Under the terms of the agreement, Tyhee Gold Corp. will acquire 58.216 million shares of Sutter Gold Mining for CAD 0.02 per share. Tyhee will also acquire all of the issued and outstanding shares of Sutter that are to be issued to RMB by Sutter upon the proposed conversion of RMB's current debt exposure to Sutter for CAD 0.02 per share. The debt will be converted into 108 million Sutter common shares at a deemed price of CAD 0.0788 per share. Tyhee will then acquire such shares at CAD 0.02 per share, paid in cash on closing of the transaction. Upon completion of the transaction, which includes acquisition of converted securities, Tyhee will hold approximately 73% of Sutter's issued and outstanding shares. Gold Mining is permitted to terminate the agreement under certain conditions, including the payment of CAD 1.5 million break fee to Tyhee Gold Corp. In addition, Tyhee has agreed to pay a CAD 0.75 million fee to RMB, if the concurrent financing is not completed on or before August 15, 2014.

The transaction was approved the Board of Sutter Gold Mining. The Transaction does not require a shareholder approval of either Tyhee Gold Corp or Sutter Gold Mining Inc. The deal is subject to customary closing conditions, including receipt of the approval of the TSX Venture Exchange and any other regulatory approvals, completion of certain debt restructurings by Sutter Gold Mining Inc and the completion of financing by Tyhee. Closing of the transactions contemplated in the implementation agreement is expected to occur on or about August 15, 2014. As of August 15, 2014, closing of the transaction was extended from August 15, 2014 to September 30, 2014. As of October 3, 2014, closing of the transaction was extended to October 31, 2015. As of December 17, 2014, closing of the transaction was extended to January 15, 2015. As on July 7, 2015, Tyhee Gold extended the maturity date of the note purchase agreement with RMB Australia Holdings Ltd to July 14, 2015. This extension has been done in order to facilitate Tyhee's plans to raise the appropriate capital for the acquisition. Also, Sutter and RMB agreed to extend the closing of the transaction to a date that would be mutually agreed upon.

Cory Kent of McMillan LLP acted as legal advisor to Tyhee. John Ciardullo and Ivan Grbesic of Stikeman Elliott LLP acted as legal advisors to RMB. David Gunasekera of McCullough O'Connor Irwin LLP acted as legal advisor to Sutter.

Tyhee Gold Corp. (TSXV:TDC) cancelled the acquisition of 47.27% stake in Sutter Gold Mining Inc. from RMB Investments & Advisory (Pty) Limited on July 14, 2015.