Greenwater Investment Hong Kong Limited, Lush Land Investment Canada Inc, Fortune Future Holdings Limited, CFE Financial Inc., 1000216244 Ontario Inc., Debao Wang, Meirong Yuan, Yun Zhao and C. Fraser Elliott, chairman of Gowest Gold Ltd. entered into a definitive arrangement agreement to acquire remaining 8.50% stake in Gowest Gold Ltd. (TSXV:GWA) for CAD 8.6 million on June 21, 2024. The Acquiring Group collectively holds approximately 91.5% of the outstanding common shares of Gowest. Acquiring Group will acquire all of the outstanding common shares of Gowest not already owned by the Acquiring Group, for cash consideration of CAD 0.15 per common share. As a result of the Arrangement, the Acquiring Group will collectively hold 100% of the outstanding shares of Gowest. Upon completion of the Acquisition, it is expected that Gowest will be delisted from the TSX-V.

The Acquisition is subject to customary closing conditions, including the receipt of court approval for the Arrangement and the receipt of Gowest securityholders approvals and any other requisite contractual and regulatory approvals, as specified in the Arrangement Agreement. Specifically, the Arrangement will require the approval of at least 66?% of the votes cast by shareholders of Gowest. In connection with the Acquisition, the board of directors of Gowest established a special committee comprised solely of independent directors in order to, among other things, examine, review and evaluate the merits and risks of the proposed transaction. Peter Quintiliani and Douglas Cater are the independent directors that composed the Special Committee. Special Committee based on the fairness opinion of Eight Capital, and after consultation with the management of Gowest and its legal advisors, unanimously determined that the Arrangement is fair to securityholders and is in the best interests of Gowest, and unanimously recommended that the Board approve the Arrangement and the Arrangement Agreement. Following receipt of the recommendations of the Special Committee, the Board unanimously determined that the Arrangement is fair to securityholders and is in the best interests of Gowest and unanimously approved the Arrangement and the Arrangement Agreement.

Eight Capital was retained by the Special Committee to prepare a fairness opinion in respect of the Acquisition. Eight Capital has provided the Special Committee with its opinion that, the Share Consideration to be received by shareholders of Gowest other than the members of the Acquiring Group pursuant to the Arrangement is fair, from a financial point of view. In connection with the Acquisition, Wildeboer Dellelce LLP is acting as legal counsel to Gowest and the Special Committee, and Boughton Law Corporation and Aird & Berlis LLP are acting as legal counsel to the Acquiring Group.