GRP Minerals, LLC entered into a letter of intent to acquire Fiore Exploration Ltd. (TSXV:F) in a reverse merger transaction on June 15, 2017. GRP Minerals, LLC signed a definitive agreement to acquire Fiore Exploration Ltd. (TSXV:F) in a reverse merger transaction on July 24, 2017. Fiore has advanced to GRP a bridge loan of an aggregate of $6 million. After the transaction, the combined company will be renamed as Fiore Gold Ltd. Following the completion of the transaction, excluding the concurrent financing, Fiore Exploration’s shareholders will own approximately one third of Fiore Gold, with GRP Minerals’ shareholders owning two thirds of Fiore Gold. Based upon these parameters and a proposed financing price of CAD 0.305 per Fiore Exploration share, an aggregate of 98.13 million (undiluted) shares of Fiore Gold will be outstanding, with GRP Minerals’ shareholders receiving shares of Fiore Gold on a one for one basis and Fiore Exploration’s shareholders receiving 0.265 of a share for each share held. In conjunction with the signing of the Agreement, Fiore also completed previously announced CAD 17 million private placement. Proceeds from the financing will be placed in escrow pending completion of the transaction and satisfaction of the escrow release conditions. In case of termination either will be liable to pay termination fee of CAD 1.2 million. Upon completion of the transaction, Fiore Gold’s Board of Directors will consist of six members, with both Fiore Exploration and GRP Minerals each having the right to nominate three individuals. Tim Warman, Chief Executive Officer of Fiore Exploration will be appointed as Chief Executive Officer of Fiore Gold, Ken Brunk, President and Chief Executive Officer of GRP Minerals will be appointed as Chief Operating Officer and Fritz Schaudies will be appointed as Chief Financial Officer. In addition, Frank Giustra, Paul Matysek and Brian Paes-Braga will be appointed to the Fiore Gold Advisory Board. Closing of the transaction is conditional upon Fiore completing an equity financing for minimum gross proceeds of CAD 17 million, finalization of the transaction structure, completion of the definitive agreement and completion of confirmatory legal due diligence. Following completion of the definitive agreement, the transaction will remain subject to any necessary court, GRP and Fiore shareholder, stock exchange, and regulatory approvals, Tim Warman shall have been appointed as Chief Executive Officer , Kenneth Brunk shall have been appointed as Chief Operating Officer and Fritz Schaudies shall have been appointed as Chief Financial Officer, holders of no more than 5% of the GRP shares shall have exercised GRP dissent rights, holders of no more than 5% of the Fiore shares shall have exercised Fiore dissent rights, Fiore shall have a minimum net cash balance of CAD 2 million, calculated after the advance of the loan, approval of the TSX Venture Exchange for the listing of the Resulting Issuer Shares on the TSX Venture Exchange, escrow agreements shall have been entered Fiore Exploration and GRP Minerals will enter into the binding definitive agreement on or about June 23, 2017. GRP Minerals and Fiore’s Board have unanimously approved the transaction and recommended the shareholders to vote in favor of the transaction at a special meeting of GRP shareholders. The transaction is expected to close in September 2017. The transaction was approved by the securityholders of each of GRP and Fiore on September 15, 2017. Fiore Management & Advisory Corp. acted as the financial advisor to Fiore Exploration. Jay Sujir of Farris, Vaughan, Wills & Murphy LLP acted as the legal advisor to Fiore Exploration. Haywood Securities Inc. and Evans & Evans, Inc. acted as the financial advisor and Peter McArthur of Miller Thomson LLP and Kenneth Sam of Dorsey & Whitney LLP acted as the legal advisor to GRP Minerals.