RooGold Inc. (CNSX:ROO) entered into a binding letter of intent to acquire Next Generation Resources Inc. for CAD 2.2 million on December 20, 2022. RooGold entered into a definitive agreement to acquire Next Generation Resources Inc. on February 17, 2023. The Transaction is expected to be structured as a share exchange pursuant to which shareholders of Next Generation will exchange their NextGen Shares on the basis of eight-tenths (8/10) of one (1) common share of RooGold (a "RooGold Share") for each one (1) issued and outstanding NextGen Share (the "Exchange Ratio").

It is currently anticipated that immediately following the completion of the Transaction, there will be approximately 145,059,150 RooGold Shares outstanding, of which the current shareholders of the RooGold will hold 72,559,950 RooGold Shares (or approximately 50.02%) and shareholders of NextGen will hold 72,499,200 RooGold Shares (or approximately 49.98%). On the closing of the proposed Transaction, NextGen will have the right to nominate one director to serve on the board of directors of RooGold. Management of RooGold will not change on closing of the Transaction.

NextGen's Founder and Director, David Kol, has agreed to join RooGold's board of directors upon completion of the Transaction. The Transaction remains subject to the receipt of all applicable regulatory, shareholder and third-party approvals, Next Generation shareholder approval, the listing of Roo Shares issuable in connection with the transaction, including the approval of the CSE and the satisfaction of other closing conditions including the completion of satisfactory due diligence, the execution of a definitive acquisition agreement and no material adverse change having occurred between the execution of the LOI and closing of the Transaction. Fogler, Rubinoff LLP acted as legal advisor to RooGold.

Michael Partridge of Goodmans LLP acted as legal advisor to Next Generation Resources.