1254688 B.C. Ltd. and Ag-Mining Investments, AB entered into a letter of intent to acquire Buckhaven Capital Corp. (TSXV:BKH.P) in a reverse merger transaction for CAD 43.2 million on August 17, 2020. As of October 30, 2020, 1254688 B.C. Ltd. and Ag-Mining Investments, AB entered into an agreement to acquire Buckhaven Capital Corp. (TSXV:BKH.P) in a reverse merger transaction. Under the terms of the agreement, immediately prior to or concurrently with closing of the proposed transaction, Buckhaven is expected to consolidate its issued and outstanding common shares on a 1.5 to 1 basis such that each holder of Buckhaven shares shall be entitled to 1 post-consolidation Buckhaven share for every 1.5 Buckhaven shares held prior to such consolidation. In case of termination, Buckhaven will receive an amount of CAD 0.1 million as termination fee. As part of the proposed Transaction, the combined entity will be renamed “Andean Precious Metals Corp."

1254688 B.C. will close a private placement of subscription receipts for gross proceeds of $10 million. Prior to the closing of the transaction, 1254688 B.C. and/or Buckhaven will complete a concurrent financing to raise gross proceeds of a minimum of $15 million and a maximum of $40 million through the issuance of subscription receipts. Immediately prior to the completion of the transaction, Buckhaven will effect a share consolidation. The resulting issuer will indirectly carry on the business of 1254688 B.C. and AG Mining, and will also change its name to such name as determined by 1254688 B.C. and as may be accepted by the TSX Venture Exchange and any other relevant regulatory authorities. Upon completion of the transaction, all directors and officers of Buckhaven will resign and each of the directors and officers of the resulting issuer will be nominees of 1254688 B.C.1254688 B.C. Ltd. and Ag-Mining Investments. At this time, on completion of the transaction, the board is expected to consist of Luis da Silva, Alberto Morales, Fraser Buchan and Peter Gundy.

Completion of the transaction is subject to a number of conditions, including but not limited to, consummation of due diligence, third party approvals, resignation of Buckhaven directors, parties entering into a definitive agreement acceptance by the TSX Venture Exchange, if applicable pursuant to TSX Venture Exchange requirements majority of the minority shareholder approval, completion of the concurrent financing, approval by Buckhaven Board, approval of certain matters by the holders of the Buckhaven Shares, if necessary, and other customary conditions including: receipt of all director, shareholder (if necessary) and requisite regulatory approvals relating to the execution of the definitive agreement; preparation and filing of a filing statement outlining the definitive terms of the transaction and describing the business to be conducted by Buckhaven following completion of the transaction, in accordance with the policies of the TSX Venture Exchange; and potential completion of the consolidation of the Buckhaven shares. As of February 18, 2021, the concurrent financing for gross proceeds of CAD 13.657 million is closed. As of February 12, 2021, Buckhaven anticipates that the transaction will be completed on or before March 30, 2021. Melinda Park of Borden Ladner Gervais LLP acted as legal advisor to Buckhaven. Michael Bluestein of CC Corporate Counsel Professional Corporation acted as legal advisor to 1254688 B.C. Ltd. and Ag-Mining Investments. Computershare Investor Services Inc. acted as transfer agent for Buckhaven.