NEW PLACER DOME GOLD Corp. AMENDS BOLO OPTION AGREEMENT

News Release – Vancouver, British Columbia – December 30, 2021: New Placer Dome Gold Corp. (“New Placer Dome” or the “Company”) (TSX-V: NGLD) (OTCQB: NPDCF) (FSE: BM5) is pleased to announce that effective December 30, 2021 it has amended the June 27, 2018 Bolo option agreement (the “Bolo Agreement”) with Allegiant Gold Ltd., Allegiant Gold Holding Ltd. and Allegiant Gold (U.S.) Ltd. (“Allegiant”), pursuant to which New Placer Dome has the option to acquire up to a 75% interest in the Bolo Project located in Nye County, Nevada, USA (the “Bolo Property”). Pursuant to the amendment, a deficiency of USD$400,000 of USD$1,250,000 in expenditures on the Bolo Property required to be made by New Placer Dome in the 2021 calendar year would instead be paid in USD$250,000 cash and USD$150,000 common shares of New Placer Dome at a price of CAD$0.08 per share, calculated based on the exchange rate on the date of issuance. New Placer Dome made these cash and common share amendment payments on December 30, 2021, such that the sole requirement remaining for New Placer Dome to acquire an initial 50.01% interest in the Bolo Property is USD$1,500,000 of expenditures on the Bolo Property in the 2022 calendar year. If acquired, New Placer Dome has thirty days to give notice to Allegiant that it elects to acquire an additional 24.99% interest in the Bolo Property by incurring an additional USD$4,000,000 in expenditures on the Bolo Property within two years of the date of notice of the election. The common shares issued pursuant to the amendment are subject to a four month hold period in accordance with the policies of the TSX Venture Exchange and applicable securities laws.

About New Placer Dome Gold Corp.

New Placer Dome Gold Corp. is a gold exploration company focused on acquiring and advancing gold projects in Nevada. New Placer Dome’s flagship Kinsley Mountain Gold Project, located 90 km south of the Long Canyon Mine (currently in production under the Newmont/Barrick Joint Venture), hosts Carlin-style gold mineralization, previous run of mine heap leach production, and NI 43-101 indicated resources containing 418,000 ounces of gold grading 2.63 g/t Au (4.95 million tonnes) and inferred resources containing 117,000 ounces of gold averaging 1.51 g/t Au (2.44 million tonnes)[1]. The Bolo Project, located 90 km northeast of Tonopah, Nevada, is another core asset, similarly hosting Carlin-style gold mineralization. New Placer Dome also owns 100% of the Troy Canyon Project, located 120 km south of Ely, Nevada. New Placer Dome is run by a strong management and technical team consisting of capital market and mining professionals with the goal of maximizing value for shareholders through new mineral discoveries, committed long-term partnerships, and the advancement of exploration projects in geopolitically favorable jurisdictions.

Qualified Person

The scientific and technical information contained in this news release has been reviewed and approved by Kristopher J. Raffle, P.Geo. (BC), Principal and Consultant of APEX Geoscience Ltd. of Edmonton, AB, a Director of New Placer Dome and a “Qualified Person” as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects. Mr. Raffle has verified the data disclosed which includes a review of the sampling, analytical and test data underlying the information and opinions contained herein.

On behalf of the Board of Directors,

/s/ “Max Sali”

Max Sali, Chief Executive Officer

Contact Information:

Max Sali, Chief Executive Officer & Director

Tel: 604 367 8117

Email: msali@newplacerdome.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

 Forward-Looking Information

This news release contains “forward‐looking information or statements” within the meaning of applicable securities laws, which may include, without limitation, statements that address the Bolo Agreement and the acquisition of the Bolo Property, other statements relating to the technical, financial, and business prospects of the Company, its projects, and other matters. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of metals, the ability to achieve its goals, the ability to secure equipment and personnel to carry out work programs, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms. Such forward-looking information reflects the Company’s views with respect to future events and is subject to risks, uncertainties and assumptions, including the risks and uncertainties relating to the interpretation of exploration results, risks related to the inherent uncertainty of exploration and cost estimates and the potential for unexpected costs and expenses and those other risks filed under the Company’s profile on SEDAR at www.sedar.com. There is a possibility that future exploration, development or mining results will not be consistent with the Company’s expectations. Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, failure to secure personnel and equipment for work programs, adverse weather and climate conditions, failure to maintain all necessary government permits, approvals and authorizations, the impact of Covid-19 or other viruses and diseases on the Company’s ability to operate, decrease in the price of gold and other metals, failure to maintain community acceptance, increase in costs, litigation, and failure of counterparties to perform their contractual obligations. The Company does not undertake to update forward–looking statements or forward–looking information, except as required by law.


[1] Technical Report on the Kinsley Project, Elko County, Nevada, U.S.A., dated June 21, 2021, with an effective date of May 5, 2021, and prepared by Michael M. Gustin, Ph.D., and Gary L. Simmons, MMSA and filed under New Placer Dome Gold Corp.’s Issuer Profile on SEDAR (www.sedar.com).

New Placer Dome And Copaur Minerals Commence Drilling At The Bolo, Nevada Project And Provide Operational Update

News Release – Vancouver, British Columbia – December 22, 2021: New Placer Dome Gold Corp. (“New Placer Dome” or the “Company”) (TSX-V: NGLD) (OTC: NPDCF) (FSE: BM5) and Copuar Minerals (“Copaur Minerals”) (TSX-V: CPAU) are pleased to announce that a 1,700 metre diamond drill program has commenced at the Bolo gold-silver project (the “Bolo Project” or “Bolo”). New Placer Dome is also pleased to announce that the final share issuance pursuant to the Bolo earn in agreement has been made. The diamond drill program will focus on expansion of existing at surface, Carlin style, high-grade gold-silver oxide, mineralized zones.

New Placer Dome has planned an initial 6 high-priority diamond drill holes at Bolo totaling approximately 1,700 m targeting the Mine Fault and other mineralized structures that host the South Mine Fault, Uncle Sam, and Northern Extension mineralized gold zones. The program is expected to significantly assist the development of a 3D geological model for the South Mine Fault Zone.

Jeremy Yasenuik and John Williamson of the Metals Group, Max Sali, CEO of New Placer Dome Gold Corp., on site at the Bolo Project – December 2021
Bolo diamond drill rig testing a priority target – December 2021

“Last week, our team and the Metals Group completed a site visit to Bolo where core drilling of initial priority holes and dirt works for future pads is already underway. Seeing Bolo in person again reminded us of the potential of this Carlin asset and both parties are very excited to work together on advancing this asset” statedNew Placer Dome’s CEO Maximilian Sali.

Copaur Mineral’s CEO Jeremy Yaseniuk commented, “Witnessing this asset for the first time, drives home why Nevada is such a world class jurisdiction to work in. The project is easily accessible by vehicle year-round and the mineralization is open to expansion.  It will be exciting to explore its full potential. We look forward to completing the transaction with New Placer Dome.”

Drill core from drill hole BL21-01 showing mineralized, decalcified, silicified, and brecciated interpreted Windfall Formation within South Mine Fault Zone (̴ 579-599 ft.)

The 2021 program will in part expand and step-out on results from the successful 2019 and 2020 RC programs (see New Placer Dome news releases dated November 7, 2019, and February 1, 2021) including:

  • 84 metres of 1.37 g/t gold in hole BL19-01[1], and
  • 122 metres of 1.2 g/t gold; including an upper zone of 37 metres of 2.1 g/t Au and a new discovery lower zone of 12.2 metres of 3.32 g/t gold in hole BL19-041, and
  • 24 metres of 1.38 g/t Au; including 6.1 metres of 4.35 g/t Au at surface in BL20-021, and
  • 61 metres of 0.74 g/t Au in hole BL20-031, and
  • 98 metres of 0.54 g/t Au in hole BL20-051, and
  • 98 metres of 0.41 g/t Au in hole BL20-061

The combined 2019/2020 and historical RC drilling at Bolo defines a 1.2 kilometer north-south trending corridor of gold-silver mineralization containing the South Mine Fault Zone, Uncle Sam, and Northeast Extension zones. Gold mineralization at Bolo exhibits characteristics of classic Carlin-type mineralization, including strong subvertical structural control in addition to evidence of gold mineralization extending laterally at low angles within favorable silty carbonate units. The relatively untested 500 m strike length South Mine Fault-Uncle Sam segment is particularly prospective and is the continued focus of the 2021 drilling (Figure 1).

In conjunction with the diamond drill program, a program of expanded induced polarization (IP) resistivity geophysical surveys are now underway. The 2021 IP/resistivity surveys will extend geophysical coverage one (1) km northward to encompass the north extensions of the prospective Mine Fault and East Fault targets.

Surface sampling at Bolo has defined widespread gold mineralization, associated with jasperoids, iron-stained structures, and anomalous pathfinder elements including barium, mercury, arsenic, and antimony along two parallel north-south trending faults known as the Mine Fault and the East Fault.  Alteration along the Mine Fault has been traced for 2,750 metres, with outcrop sampling returning gold values of 5.2 g/t gold (South Mine Fault Zone).  The East Fault has been mapped for 2,200 metres and has returned gold values of 4.6 g/t gold (East Fault).

Figure 1: 2019/2020 Bolo Gold Project RC Drill Holes and Gold Targets

Final Bolo Share Payment

On June 27, 2018, New Placer Dome entered into the Bolo option agreement (the “Bolo Agreement”) with Allegiant Gold Ltd., Allegiant Gold Holding Ltd. and Allegiant Gold (U.S.) Ltd. (“Allegiant”) pursuant to which New Placer Dome received the option to acquire up to a 75% interest in the Bolo Project located in Nye County, Nevada, USA. On December 17, 2021, New Placer Dome issued the final share payment to Allegiant consisting of USD$250,000 of common shares at a deemed price of $0.20 per share resulting in the issuance of an aggregate of 1,608,350 common shares, which are subject to a four month hold period. Pursuant to the terms of the Bolo Agreement, there remains certain property expenditures to be completed in the 2021 and 2022 calendar years in order for New Placer Dome to acquire an initial 50.01% interest in the Bolo Project.   

TSXV Approval of Convertible Note

New Placer Dome is pleased to announce that, further to its news release dated  December 13, 2021, it has received TSX Venture Exchange (the “Exchange”) approval and obtained a loan of US$840,000 (the “Loan”) by way of a convertible promissory note dated December 10, 2021, as amended December 20, 2021 (the “Convertible Note”) from Copaur Minerals, the proceeds of which will be used by New Placer Dome to fund its ongoing exploration work on the Bolo Project and to meet its 2021 work expenditure commitment on the property.

The Loan has a term of one year and will bear interest at an interest rate of 10% per annum calculated and compounded monthly. The Loan is convertible into units of New Placer Dome (“Units”) at Cdn$0.085 per Unit (the conversion price has been amended from $0.08 (as previously announced in New Placer Dome’s news release dated December 13, 2021) to $0.085 in accordance with the policies of the Exchange): (i) at the option of Copaur at any time on or subsequent to May 31, 2022 or earlier as a result of certain other events; or (ii) at the option of New Placer Dome on or subsequent to the maturity date of the Loan. Each Unit will consist of one common share of New Placer Dome and one common share purchase warrant with each warrant exercisable into one common share of New Placer Dome at a price of Cdn$0.12 per share for a period of 36 months. Copaur has the ability to accelerate repayment of the principal amount of the Loan in the event of the occurrence of certain customary default events.   

The Convertible Note is subject  to  a  four  month  and  one-day  restricted  resale  period  expiring  on  April 11,  2022,  in  accordance  with  the  policies  of  the  TSX  Venture  Exchange  and  applicable  securities  law.   All securities issuable under the terms of the Convertible Note will similarly  be  subject  to  a  four month and one-day restricted resale period.

Proposed Transaction

As previously stated in a joint news release dated December 3, 2021, New Placer Dome and Copaur Minerals entered into a letter agreement dated November 30, 2021 pursuant to which Copaur Minerals will acquire all of the issued and outstanding common shares of New Placer Dome in an arm’s length transaction (the “Proposed Transaction”). The Proposed Transaction will be set out in mutually acceptable, negotiated, definitive transaction agreements including a definitive agreement (the “Definitive Agreement”) between New Placer Dome and Copaur Minerals.  The Definitive Agreement will include customary provisions for transaction of this nature including representations and warranties, covenants, deal protections and conditions to closing, including fiduciary-out provisions, covenants not to solicit other acquisition proposals and the right to match any superior proposal and a termination fee as a result of New Placer Dome accepting a superior proposal or completing an alternative proposal within 12 months of termination of the Transaction. 

The Proposed Transaction will be effected by way of a court approved Plan of Arrangement to be completed under the British Columbia Business Corporations Act. The Proposed Transaction will require the approval of (i) at least 66 2/3% of the votes cast by the shareholders of New Placer Dome and (ii) at least 66 2/3% of the votes cast by the shareholders of New Placer Dome and the holders of options and warrants, voting together as a single class, at a special meeting of New Placer Dome securityholders that will be called to consider the Proposed Transaction. New Placer Dome’s outstanding options and warrants will be exchanged for Copaur Minerals options and warrants and adjusted in accordance with their terms such that the number of Copaur Minerals shares received upon exercise and the exercise price will reflect the consideration described above.

Upon completion of the Proposed Transaction, New Placer Dome’s shares will be de-listed from the TSX Venture Exchange and it is expected that Copaur Minerals will apply to cause New Placer Dome to cease being a reporting issuer under applicable Canadian securities laws. Upon execution of the Definitive Agreement, the full details of the Proposed Transaction will be included in the management information circular to be filed with regulatory authorities and mailed to New Placer Dome shareholders in accordance with applicable securities laws

About New Placer Dome Gold Corp.

New Placer Dome Gold Corp. is a gold exploration company focused on acquiring and advancing gold projects in Nevada. New Placer Dome’s flagship Kinsley Mountain Gold Project, located 90 km south of the Long Canyon Mine (currently in production under the Newmont/Barrick Joint Venture), hosts Carlin-style gold mineralization, previous run of mine heap leach production, and NI 43-101 indicated resources containing 418,000 ounces of gold grading 2.63 g/t Au (4.95 million tonnes) and inferred resources containing 117,000 ounces of gold averaging 1.51 g/t Au (2.44 million tonnes)[2]. The Bolo Project, located 90 km northeast of Tonopah, Nevada, is another core asset, similarly hosting Carlin-style gold mineralization. New Placer Dome also owns 100% of the Troy Canyon Project, located 120 km south of Ely, Nevada. New Placer Dome is run by a strong management and technical team consisting of capital market and mining professionals with the goal of maximizing value for shareholders through new mineral discoveries, committed long-term partnerships, and the advancement of exploration projects in geopolitically favorable jurisdictions.

Qualified Person

The scientific and technical information contained in this news release has been reviewed and approved by Kristopher J. Raffle, P.Geo. (BC) Principal and Consultant of APEX Geoscience Ltd. of Edmonton, AB, a Director of New Placer Dome Corp., and a “Qualified Person” as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects.  Mr. Raffle verified the data disclosed which includes a review of the analytical and test data underlying the information and opinions contained therein.

On behalf of the Board of Directors,

/s/ “Max Sali”

Max Sali, Chief Executive Officer

Contact Information:

Max Sali, Chief Executive Officer & Director

Tel: (604) 620-8406

Email: info@newplacerdome.com

Jeremy Yaseniuk CEO Copaur Minerals Inc.

Tel: (604) 773-1467

Email: jeremyy@copaur.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this news release, referred to herein as “forward-looking statements”, constitute “forward-looking statements” under the provisions of Canadian provincial securities laws. These statements can be identified by the use of words such as “expected”, “may”, “will” or similar terms. Forward-looking statements are necessarily based upon a number of factors and assumptions that, while considered reasonable by Copaur Minerals and New Placer Dome as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies.

Forward-looking statements in this press release relate to, among other things: the completion of the drilling and geophysical surveys on the Bolo Project; the timing and receipt of required shareholder, court, stock exchange and regulatory approvals for the Proposed Transaction; the ability of Copaur Minerals and New Placer Dome to satisfy the conditions to, and to negotiate and execute a definitive agreement and to complete, the Proposed Transaction; the anticipated timing for executing a definitive agreement; the anticipated timing of the mailing of the information circular regarding the Proposed Transaction; and the timing for closing of the Proposed Transaction. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the respective parties, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: satisfaction or waiver of all applicable conditions to closing of the Transaction including, without limitation, receipt of all necessary securityholder, court, stock exchange and regulatory approvals or consents, completion of the concurrent financing and lack of material changes with respect to the parties and their respective businesses; the synergies expected from the Transaction not being realized; business integration risks; fluctuations in general macro-economic conditions; that New Placer Dome may lose or abandon its property interests or may fail to receive necessary licences and permits; the loss of key directors, employees, advisors or contractors; fluctuations in securities markets and the market price of Copaur Minerals’ and New Placer Dome’s shares; fluctuations in the spot and forward price of gold, silver, base metals or certain other commodities; fluctuations in the currency markets (such as the Canadian dollar versus the U.S. dollar); changes in national and local government, legislation, taxation, controls, regulations and political or economic developments; the impact of Covid-19 or other viruses and diseases on the ability to operate; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins and flooding); risks and uncertainties relating to the interpretation of exploration result; inability to obtain adequate insurance to cover risks and hazards; and the presence of laws and regulations that may impose restrictions on mining; adverse weather or climate events; increase in costs; equipment failures; litigation; competition; employee relations; relationships with and claims by local communities and indigenous populations; availability and increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development, including the risks of obtaining necessary licenses, permits and approvals from government authorities; title to properties; the failure to meet the closing conditions thereunder and the failure by counterparties to such agreements to comply with their obligations thereunder. In addition, New Placer Dome may in certain circumstances be required to pay a non-completion or other fee to Copaur Minerals, the result of which could have a material adverse effect on New Placer Dome’s financial position and results of operations and its ability to fund growth prospects and current operations. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times. Many factors, known and unknown, could cause actual results to be materially different from those expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as otherwise required by law, Copaur Minerals and New Placer Dome expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in Copaur Minerals or New Placer Dome’s expectations or any change in events, conditions or circumstances on which any such statement is based.


[1] The true width of mineralization is estimated to be approximately 60-70% of drill width.

[2] Technical Report on the Kinsley Project, Elko County, Nevada, U.S.A., dated June 21, 2021, with an effective date of May 5, 2021, and prepared by Michael M. Gustin, Ph.D., and Gary L. Simmons, MMSA and filed under New Placer Dome Gold Corp.’s Issuer Profile on SEDAR (www.sedar.com).

New Placer Dome Gold Obtains Financing for the Bolo Property

News Release – Vancouver, BC – December 13, 2021: New Placer Dome Gold Corp. (TSXV: NGLD) (“New Placer Dome” or the “Company”) is pleased to announce that, further to its news release dated  December 3, 2021, it has obtained a loan of up to US$840,000 (the “Loan”) by way of a convertible promissory note dated December 10, 2021 (the “Convertible Note”) from Copaur Minerals Inc. (“Copaur”), the proceeds of which will be used by the Company to fund its ongoing exploration work on the Bolo Property and to meet its 2021 work expenditure commitment on the property.

The Loan has a term of one year and will bear interest at an interest rate of 10% per annum calculated and compounded monthly. Subject to obtaining TSX Venture Exchange approval, the Loan is convertible into units of New Placer Dome (“Units”) at Cdn$0.08 per Unit: (i) at the option of Copaur at any time on or subsequent to May 31, 2022 or earlier as a result of certain other events; or (ii) at the option of the Company on or subsequent to the maturity date of the Loan. Each Unit will consist of one common share of New Placer Dome and one common share purchase warrant with each warrant exercisable into one common share of New Placer Dome at a price of Cdn$0.12 per share for a period of 36 months. Copaur has the ability to accelerate repayment of the principal amount of the Loan in the event of the occurrence of certain customary default events.   

The Convertible Note  is  subject  to  a  four  month  and  one-day  restricted  resale  period  expiring  on  April 11,  2022,  in  accordance  with  the  policies  of  the  TSX  Venture  Exchange  and  applicable  securities  law.   All securities issuable under the terms of the Convertible  Debenture  will  similarly  be  subject  to  a  four month and one-day restricted resale period.

About New Placer Dome Gold Corp.

New Placer Dome Gold Corp. is a gold exploration company focused on acquiring and advancing gold projects in Nevada. New Placer Dome’s flagship Kinsley Mountain Gold Project located 90 km south of the Long Canyon Mine (currently in production under the Newmont/Barrick Joint Venture, Nevada Gold Mines), hosts Carlin-style gold mineralization, previous run of mine heap leach production, and NI 43-101 indicated resources containing 418,000 ounces of gold grading 2.63 g/t Au (4.95 million tonnes) and inferred resources containing 117,000 ounces of gold averaging 1.51 g/t Au (2.44 million tonnes)[1]. The Bolo Project, located 90 km northeast of Tonopah, Nevada, is another core asset, similarly hosting Carlin-style gold mineralization. New Placer Dome also owns 100% of the Troy Canyon Project, located 120 km south of Ely, Nevada. New Placer Dome is run by a strong management and technical team consisting of capital markets and mining professionals with the goal of maximizing value for shareholders through new mineral discoveries, committed long-term partnerships, and the advancement of exploration projects in geopolitically favourable jurisdictions.

Qualified Person

The scientific and technical information contained in this news release has been reviewed and approved by Kristopher J. Raffle, P.Geo. (BC), Principal and Consultant of APEX Geoscience Ltd. of Edmonton, AB, a Director of New Placer Dome and a “Qualified Person” as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects. Mr. Raffle has verified the data disclosed which includes a review of the sampling, analytical and test data underlying the information and opinions contained herein.

For more information, please contact:

New Placer Dome Gold Corp.

Max Sali, Chief Executive Officer & Director
Tel: 604 620 8406
Email: msali@newplacerdome.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

FORWARD-LOOKING STATEMENTS

This news release contains “forward‐looking information or statements” within the meaning of applicable securities laws, which may include, without limitation, the timing and receipt of required stock exchange and regulatory approvals for the Convertible Note and other statements relating to the technical, financial and business prospects of the Company and other matters. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of metals, the ability to achieve its goals, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms. Such forward-looking information reflects the Company’s views with respect to future events and is subject to risks, uncertainties and assumptions, including those filed under the Company’s profile on SEDAR at www.sedar.com. Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, adverse weather conditions, decrease in the price of gold and other metals, failure to maintain all necessary government permits, equipment failures, the impact of Covid-19 or other viruses and diseases on the Company’s ability to operate, approvals and authorizations, failure to maintain community acceptance, increase in costs, litigation, and failure of counterparties to perform their contractual obligations. The Company does not undertake to update forward‐looking statements or forward‐looking information, except as required by law.


[1] Technical Report on the Kinsley Project, Elko County, Nevada, U.S.A., dated June 21, 2021 with an effective date of May 5, 2021 and prepared by Michael M. Gustin, Ph.D., and Gary L. Simmons, MMSA and filed under New Placer Dome Gold Corp.’s Issuer Profile on SEDAR (www.sedar.com)

Copaur Minerals and New Placer Dome Gold Corp. Announce Transaction to Combine to Advance Properties in Nevada and British Columbia

News Release – Vancouver, BC – December 3, 2021: Copaur Minerals Inc. (TSX-V: CPAU) (“Copaur Minerals”) and New Placer Dome Gold Corp. (TSXV: NGLD) (“New Placer Dome”) are pleased to announce the execution of a Binding Letter Agreement dated November 30, 2021 (the “Letter Agreement”) pursuant to which Copaur Minerals will acquire all of the issued and outstanding common shares of New Placer Dome in an arm’s length transaction (the “Transaction”). The combination of Copaur Minerals and New Placer Dome will create a leading gold-copper exploration and development company with a portfolio of assets in two of North America’s foremost mining districts, the Toodoggon/Golden Horseshoe mineral district of Northeastern British Columbia and the Great Basin gold district of Nevada. The purpose of this transaction is to bring together a combination of technical expertise, leadership and financing capability.  The combined company will have a stable platform for future growth. The management and advisors of the combined company have recently demonstrated the ability to create significant shareholder value by rapidly advancing projects and raising capital.

Transaction Highlights

  • Experienced Leadership: The senior executive team, comprising of directors, advisors and consultants have extensive experience in capital raising. The combined company will be managed by an award-wining team of professionals who stand for technical excellence, painstaking project selection and uncompromising corporate governance; with the proven ability to generate significant shareholder appreciation.
  • Liberty Gold Corp. in Favor of Transaction: Liberty Gold is a 15.3% shareholder of New Placer Dome and is in full support of the Transaction and will remain a significant shareholder of the combined company with Cal Everett (Liberty Gold, President & CEO) remaining as an advisor.
  • Enhanced market profile: The Transaction creates a larger, well-funded, gold-copper exploration company with an enhanced market and growth profile that is well positioned to benefit from exploration success across the combined portfolio of assets.
  • Geographic diversification: The combined company will have a diverse, highly prospective portfolio of assets in two of North America’s most prolific mining jurisdictions that provide the potential to pursue year round exploration programs.
  • Significant exploration upside: Significant upside potential through a combined multi-asset exploration portfolio ranging from resource-development to high-potential exploration, including gold-copper porphyry targets at the Williams Gold-Copper property and Carlin-style mineralization at the Kinsley Mountain project.
  • Strong balance sheet: The combined company will be well-capitalized to fund the advancement of the combined portfolio of assets through the combined cash balances of both companies and completion of a concurrent equity financing of a minimum of $5 million and up to a maximum of $15 million.
  • Significant premium: An immediate and significant premium to the New Placer Dome shareholders of 61% based on November 30, 2021 close of $0.09 and 55% based on both companies’ 20-Day VWAPs.

Copaur’s CEO Jeremy Yaseniuk commented: “This bold and strategic acquisition of New Placer Dome and its gold projects in Nevada together with our 100% owned Williams Gold-Copper property in Northern British Columbia will create an exciting new precious metals exploration company with a multi-asset portfolio across two of North America’s most prolific mining jurisdictions. The combined entity will be a larger company that is well funded following New Placer Dome’s recent financing and Copaur Minerals’ substantial in-the-money warrant and option proceeds and the proposed concurrent financing. This will ensure the combined entity will have adequate capital to fund remaining asset option payments and rapidly advance the combined company’s projects. With this enhanced balance sheet and capital market profile the combined company will be better positioned to attract capital and pursue broader capital market initiatives.”

New Placer Dome’s CEO Maximilian Sali commented: “We are pleased to be combining with Copaur Minerals, a group that we are confident has the expertise and resources to execute our vision and deliver value to our shareholders through exploration and expansion of the combined portfolio of properties in Nevada and British Columbia.”

Share Exchange

Under the terms of the Letter Agreement, New Placer Dome shareholders will receive, for each common share of New Placer Dome held, 0.1182 common shares of Copaur Minerals (the “Exchange Ratio”).  All existing share purchase warrants and stock options to acquire New Placer Dome shares will also be exchanged for share purchase warrants and stock options to acquire common shares of Copaur Minerals adjusted to reflect the Exchange Ratio, provided that the term of any options held by an existing option holder that will not be continuing as a director, officer, employee or consultant of Copaur Minerals post-completion of the Transaction will be subject to a maximum of 12 months.  The share exchange represents a premium of 61% to New Placer Dome shareholders based on the closing price of each company on the TSX-V as of the market close on November 30, 2021 and a 55% premium to the 20-day volume weighted average price of each company on the TSXV as of market close on November 30, 2021. Upon completion of the Transaction, New Placer Dome will become a wholly owned subsidiary of Copaur Minerals, and former shareholders of New Placer Dome will hold approximately 47% of the shares of Copaur Minerals on an outstanding shares basis prior to the Concurrent Financing (as deined below).

Concurrent Financing

In connection with and as a condition closing of the Transaction, Copaur Minerals and New Placer Dome will combine their efforts to pursue a concurrent financing in Copaur Minerals, New Placer Dome or both of them to raise gross proceeds of a minimum of $5 million and up to a maximum of $15 million at a price and on terms to be mutually agreed by the parties (the “Concurrent Financing”).  Proceeds of the Concurrent Financing will be used to advance the exploration portfolio of the combined entity, for the remaining option payment on New Placer Dome’s Kinsley Mountain property and for general working capital purposes.The terms of the Concurrent Financing will be approved in advance and in writing by both Copaur Minerals and New Placer Dome.

Financing for the Bolo Property

Copaur Minerals will make available to New Placer Dome a US$840,000 convertible loan (the “Loan”) to fund the ongoing exploration work on the Bolo Property and to meet the 2021 work expenditure commitment. The Loan will be convertible at the sole election of Copaur Minerals into units of New Placer Dome (“Units”) at a price of $0.08 per Unit by Copaur Minerals providing written notice to New Placer Dome during the currency of the Loan.  Each Unit will consist of one common share of New Placer Dome and one common share purchase warrant with each warrant exercisable into one common share of New Placer Dome at a price of $0.12 per share for a period of 36 months.  

Board and Management Team

The senior executive team and the Board of Directors of the combined company will draw from the extensive experience and expertise of both companies. It is proposed that a minimum of two seats on the Board of Copaur Minerals will be available for New Placer Come representatives, subject to Copaur Minerals approving of the proposed nominees by New Placer Dome and such nominees complying with applicable corporate laws and the rules of the TSXV in connection with such appointment, resulting in a board of up to seven directors. It is also contemplated that the management team will be comprised of the current management team of Copaur Minerals and certain additional key members of the management team of New Placer Dome.

Due Diligence

In order to advance the Transaction to the point where a Definitive Agreement can be negotiated, each of the parties will conduct customary due diligence on the other party and following completion of satisfactory due diligence reviews, the parties expect to negotiate and execute a definitive agreement (the “Definitive Agreement”) on or before January 21, 2022.

To expediate the due diligence process on behalf of Copaur Minerals, the Metals Group has been engaged to conduct technical due diligence on New Placer Dome’s three Nevada properties.

New Placer Dome’s Board of Directors have determined that subject to satisfactory completion of due diligence, the proposed Transaction is in the best interest of shareholders and have approved entering into the Letter Agreement. The proposed Transaction is expected to be completed in late March, 2022 or such other date as the parties may agree. In addition to shareholder approval, the proposed Transaction will be subject to applicable regulatory and court approvals and the satisfaction of other customary conditions.

Transaction Structure and Definitive Agreement

The proposed Transaction will be set out in mutually acceptable, negotiated, definitive transaction agreements, including the Definitive agreement with New Placer Dome and voting and support agreements with all officers, directors and insiders of New Placer Dome, including any shareholder holding in excess of 10% of the issued and outstanding common shares of New Place Dome. The Definitive Agreement will include customary provisions for transaction of this nature including representations and warranties, covenants, deal protections and conditions to closing, including fiduciary-out provisions, covenants not to solicit other acquisition proposals and the right to match any superior proposal and a termination fee as a result of New Placer Dome accepting a superior proposal or completing an alternative proposal within 12 months of termination of the Transaction.

The Transaction will be effected by way of a court approved Plan of Arrangement to be completed under the British Columbia Business Corporations Act. The proposed Transaction will require the approval of (i) at least 66 2/3% of the votes cast by the shareholders of New Placer Dome and (ii) at least 66 2/3% of the votes cast by the shareholders of New Placer Dome and the holders of options and warrants, voting together as a single class, at a special meeting of New Placer Dome securityholders that will be called to consider the Transaction. Upon completion of the Transaction, the former shareholders of New Placer Dome will own approximately 47% of the Copaur Minerals shares on an outstanding shares basis (prior to the Concurrent Financing). New Placer Dome’s outstanding options and warrants will be exchanged for Copaur Minerals options and warrants and adjusted in accordance with their terms such that the number of Copaur Minerals shares received upon exercise and the exercise price will reflect the consideration described above.

Upon completion of the Transaction, New Placer Dome’s shares will be de-listed from the TSX Venture Exchange and it is expected that Copaur Minerals will apply to cause New Placer Dome to cease being a reporting issuer under applicable Canadian securities laws. Upon execution of the Definitive Agreement, the full details of the proposed Transaction will be included in the management information circular to be filed with regulatory authorities and mailed to New Placer Dome shareholders in accordance with applicable securities laws. No finder’s fee will be payable in connection with the Transaction.

Copaur Minerals is a Canadian based TSXV-listed copper-gold mining company whose primary asset is the 100%-owned Williams Gold-Copper property (“Williams” or “the Property”) that spans across 5,159 hectares of land package in Northeastern British Columbia. Williams is a highly prospective exploration property which hosts a large, partially tested 3.0 km by 2.0 km gold-in-soil anomaly and an early stage 1.8 km wide copper porphyry target. Historical work on Williams includes 6,759 meters of diamond drilling over 31 holes, rock and soil sampling, trenching and geophysical surveys. Copaur Minerals remains focused on continuing exploration at the Property.

Qualified Person

The scientific and technical information contained in this news release regarding Copaur Minerals Inc. has been reviewed and approved by Alvin Jackson P. Geo, a Director of Copaur Minerals Inc. and a “Qualified Person” as defined in National Instrument 43-101.

For more information, please contact:

Copaur Minerals Inc.
Jeremy Yaseniuk, Chief Executive Officer & Director
Tel: +1 (604) 773-1467
Email: jeremyy@copaur.com

About New Placer Dome Gold Corp.

New Placer Dome Gold Corp. is a gold exploration company focused on acquiring and advancing gold projects in Nevada. New Placer Dome’s flagship Kinsley Mountain Gold Project located 90 km south of the Long Canyon Mine (currently in production under the Newmont/Barrick Joint Venture, Nevada Gold Mines), hosts Carlin-style gold mineralization, previous run of mine heap leach production, and NI 43-101 indicated resources containing 418,000 ounces of gold grading 2.63 g/t Au (4.95 million tonnes) and inferred resources containing 117,000 ounces of gold averaging 1.51 g/t Au (2.44 million tonnes)[1]. The Bolo Project, located 90 km northeast of Tonopah, Nevada, is another core asset, similarly hosting Carlin-style gold mineralization. New Placer Dome also owns 100% of the Troy Canyon Project, located 120 km south of Ely, Nevada. New Placer Dome is run by a strong management and technical team consisting of capital markets and mining professionals with the goal of maximizing value for shareholders through new mineral discoveries, committed long-term partnerships, and the advancement of exploration projects in geopolitically favourable jurisdictions.

Qualified Person

The scientific and technical information contained in this news release as it relates to New Placer Dome has been reviewed and approved by Kristopher J. Raffle, P.Geo. (BC), Principal and

Consultant of APEX Geoscience Ltd. of Edmonton, AB, a Director of New Placer Dome and a “Qualified Person” as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects. Mr. Raffle has verified the data disclosed which includes a review of the sampling, analytical and test data underlying the information and opinions contained herein.

For more information, please contact:

New Placer Dome Gold Corp.
Max Sali, Chief Executive Officer & Director
Tel: 604 620 8406
Email: msali@newplacerdome.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information in this news release has been prepared as at December 3, 2021. Certain statements in this news release, referred to herein as “forward-looking statements”, constitute “forward-looking statements” under the provisions of Canadian provincial securities laws. These statements can be identified by the use of words such as “expected”, “may”, “will” or similar terms. Forward-looking statements are necessarily based upon a number of factors and assumptions that, while considered reasonable by Copaur Minerals and New Placer Dome as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies.

Forward-looking statements in this press release relate to, among other things: anticipated benefits of the Transaction to Copaur Minerals and New Placer Dome and their respective shareholders; the timing and receipt of required shareholder, court, stock exchange and regulatory approvals for the Transaction; the consideration to be paid to New Place Dome shareholders and the treatment of New Placer Dome options and warrants under the Transaction; the ability of Copaur Minerals and New Placer Dome to satisfy the conditions to, and to negotiate and execute a definitive agreement and to complete, the Transaction; the anticipated timing for executing a definitive agreement; the anticipated timing of the mailing of the information circular regarding the Transaction; the timing for closing of the Transaction; analyst coverage, liquidity and access to capital markets of Copaur Minerals; length of the current market cycle and the requirements for an issuer to survive the current market cycle and future growth potential for Copaur Minerals and New Placer Dome. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the respective parties, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: satisfaction or waiver of all applicable conditions to closing of the Transaction including, without limitation, receipt of all necessary securityholder, court, stock exchange and regulatory approvals or consents, completion of the concurrent financing and lack of material changes with respect to the parties and their respective businesses; the synergies expected from the Transaction not being realized; business integration risks; fluctuations in general macro-economic conditions; that New Placer Dome may lose or abandon its property interests or may fail to receive necessary licences and permits; the loss of key directors, employees, advisors or contractors; fluctuations in securities markets and the market price of Copaur Minerals’ and New Placer Dome’s shares; fluctuations in the spot and forward price of gold, silver, base metals or certain other commodities; fluctuations in the currency markets (such as the Canadian dollar versus the U.S. dollar); changes in national and local government, legislation, taxation, controls, regulations and political or economic developments; the impact of Covid-19 or other viruses and diseases on the ability to operate; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins and flooding); risks and uncertainties relating to the interpretation of exploration result; inability to obtain adequate insurance to cover risks and hazards; and the presence of laws and regulations that may impose restrictions on mining; adverse weather or climate events; increase in costs; equipment failures; litigation; competition; employee relations; relationships with and claims by local communities and indigenous populations; availability and increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development, including the risks of obtaining necessary licenses, permits and approvals from government authorities; title to properties; the failure to meet the closing conditions thereunder and the failure by counterparties to such agreements to comply with their obligations thereunder. In addition, New Placer Dome may in certain circumstances be required to pay a non-completion or other fee to Copaur Minerals, the result of which could have a material adverse effect on New Placer Dome’s financial position and results of operations and its ability to fund growth prospects and current operations. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times. Many factors, known and unknown, could cause actual results to be materially different from those expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as otherwise required by law, Copaur Minerals and New Placer Dome expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in Copaur Minerals or New Placer Dome’s expectations or any change in events, conditions or circumstances on which any such statement is based.


[1] Technical Report on the Kinsley Project, Elko County, Nevada, U.S.A., dated June 21, 2021 with an effective date of May 5, 2021 and prepared by Michael M. Gustin, Ph.D., and Gary L. Simmons, MMSA and filed under New Placer Dome Gold Corp.’s Issuer Profile on SEDAR (www.sedar.com)