1201361 B.C. Ltd. entered into a binding letter of intent to acquire Schooner Capital Corp. (TSXV:SCH.P) in a reverse merger transaction on August 14, 2020. 1201361 B.C. Ltd. entered into a definitive share exchange agreement to acquire Schooner Capital Corp. in a reverse merger transaction on October 27, 2020. As per the terms, Schooner Capital will issue 7.1 million of its shares to the shareholders of 1201361 B.C. Ltd. As of October 27, 2020, Schooner Capital will issue 6.655824 million of its shares to the shareholders of 1201361 B.C. Ltd. and additionally, upon closing of the transaction, Schooner will issue an additional 500,000 Shares to the Edward Balon and Wojtek Jakubowski. In connection with the transaction, Schooner Capital Corp. proposes to complete a non-brokered private placement of units of Schooner Capital Corp. for gross proceeds of up to CAD 1 million. Schooner Capital Corp. will also complete a non-brokered private placement of flow-through common shares of Schooner for gross proceeds of CAD 1 million. Upon completion of the transaction and the closing of the concurrent financing, the resulting issuer will have approximately 31.9 million shares issued and outstanding. On closing of the transaction, the resulting issuer will be named "Aureus Gold Corp." trading under the symbol "AUGC". The resulting issuer will continue the business of 1201361 B.C. Ltd., with a focus on mineral exploration activities on the Ponderosa gold property. Concurrent with the Closing 1201361 B.C. Ltd will change its name to Ponderosa Exploration Ltd.

Upon completion of the transaction, it is expected that the management of the resulting issuer will consist of Marc G. Blythe as President and Chief Executive Officer, William A. Wengzynowski as Exploration Manager and Winnie Wong as Chief Financial Officer and Corporate Secretary. It is anticipated that the Board of Directors of the resulting issuer will consist of Marc G. Blythe, Mark T. Brown, Garrett Ainsworth, Neil Burns and Scott Trebilcock. All current directors and officers of Schooner Capital Corp. will resign at the closing of the transaction. Completion of the transaction is subject to a number of conditions including, but not limited to: completion of mutually satisfactory due diligence reviews; no material change occurring to the business of any of the parties, completion of the aforementioned director and management changes, majority of the minority shareholder approval, the transfer of all of the shares pursuant to the share purchase agreements shall have occurred, the satisfaction of obligations under the definitive agreement relating to each of the parties, the delivery by each of the parties of customary closing documents, 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, execution of the definitive agreement and related transaction documents; receipt of requisite shareholder approvals; receipt of all requisite regulatory approvals, orders, notices and consents relating to the transaction, including, without limitation, the TSXV; completion of the concurrent financing and receipt of all required third party consents and approvals. 1201361 B.C and Schooner's Board has unanimously approved the transaction. The definitive agreement is expected to be negotiated between Schooner Capital Corp. and 1201361 B.C. Ltd. and entered into on or before November 14, 2020. The transaction is expected to close in the middle of fourth quarter of 2020. As of October 27, 2020, the transaction is expected to be completed on or before January 27, 2021. As of December 2, 2020, transaction is expected to close on or about December 15, 2020. Farzad Forooghian from Forooghian & Company Law Corporation served as a legal advisor for 1201361 B.C. Ltd. David Gunasekera from DuMoulin Black LLP served as a legal advisor for Schooner Capital Corp.

1201361 B.C. Ltd. completed the acquisition of Schooner Capital Corp. (TSXV:SCH.P) in a reverse merger transaction for CAD 0.67 million on December 21, 2020. In connection with the transaction, the Company completed the non-brokered private placement. Prior to closing of the transaction, Schooner Capital changed its name to “Au Gold Corp.” and 1201361 B.C. changed its name to “Ponderosa Exploration Ltd.” The new CUSIP number will be 002226108 and the new ISIN number will be CA0022261089. The common shares of the Company are expected to begin trading as a Tier 2 mining issuer on the TSXV, under the stock symbol “AUGC” on December 24, 2020. Upon completion of the transaction, the Board of Directors of the Company is now comprised of Mark Brown, Garrett Ainsworth, Neil Burns and Scott Trebilcock. In addition, William Wengzynowski has been appointed as Exploration Manager. Upon completion of the transaction, DeVisser Gray LLP, being the 1201361 B.C.'s auditor, was appointed as the Company's auditor. MNP LLP, the Company's former auditor, resigned as auditor of the Company upon completion of the transaction.