Spark Minerals Inc. entered into a definitive agreement to acquire Mongoose Mining Ltd. (CNSX:MNG) for CAD 2.9 million in a reverse merger transaction on March 17, 2021. As part of consideration, Maximos Metals will receive 13.007 million shares, 21 Alpha will receive 6.99 million shares and Matthew Allas will receive 1 million shares of Mongoose Mining. Pursuant to the proposed transaction Mongoose will acquire all of the issued and outstanding common shares of Spark on the basis of one post consolidation common share in the capital of Mongoose for each outstanding common share of Spark (the "Exchange Ratio"). Prior to the completion of the transaction Mongoose will complete a consolidation of its common shares on the basis of one new common share for every 2.85 old common shares. In conjunction with the transaction Spark is proposing to complete a private placement to raise a minimum of CAD 1,000,000 through the issuance of subscription receipts at a price of CAD 0.25 per subscription receipt. Each subscription receipt would entitle such holder to acquire, without the payment of additional consideration, one common share in the capital of Spark upon the conditions to the transaction being satisfied or waived. Each holder of a subscription receipt will agree to transfer their common shares of Spark into Mongoose common shares at the Exchange Ratio. Assuming the minimum CAD 1,000,000 private placement is completed Spark will have 28,500,000 common shares outstanding prior to the completion of the transaction and Mongoose will have approximately 3,299,298 post-consolidation common shares outstanding. In addition, 500,000 common shares of the resulting issuer will be issued on closing to a finder. As of the Merger agreement filed on March 24, 2021, Spark had 24.5 million issued and outstanding shares. As such, the holders of common shares of Spark will hold approximately 88.2% of the outstanding Mongoose shares with the current shareholders of Mongoose together with the finder holding the remainder. Maximos Minerals Corp. and 21Alpha Resources Inc., the two principal shareholders of Spark, will hold 40.3% and 21.6% of Mongoose shares, respectively. Following completion of the transaction Mongoose board and management will consist of the following individuals: Matthew Allas – Chairman; Terence Coughlan – Chief Executive Officer, President and Director; Steve Cummings – Chief Financial Officer and Director; John Allan – Director; John van Driesum – Director; and Gerasimos (Gerry) Sklavounos, Jr. –Director.

Completion of the transaction is subject to a number of conditions, including receipt of applicable third-party consents and regulatory approvals, including the approval of the board of directors of Spark and Mongoose, including, the approval of the Canadian Securities Exchange approval and receipt of applicable corporate approvals. The transaction is also subject to closing of private placement, shareholder approval of Mongoose and due diligence by both Mongoose and Spark. The shareholder meeting of Mongoose will be held on June 15, 2021. As of November 1, 2021, the transaction is expected to close by mid-November.

Trevor Wong-Chor of DLA Piper (Canada) LLP acted as legal advisor, MNP LLP acted as an accountant to Mongoose Mining Ltd. and Eric Roblin of Fogler, Rubinoff LLP acted as legal advisor to Spark Minerals Inc. in the transaction.

Spark Minerals Inc. completed the acquisition of Mongoose Mining Ltd. (CNSX:MNG) for CAD 3.2 million in a reverse merger transaction on November 10, 2021. As a result of the transaction Mongoose issued 26.904 million Mongoose Shares to the holders of common shares of Spark. In addition, 2,500,000 common share purchase warrants of Mongoose were issued in exchange for 2,500,000 common share purchase warrants of Spark. Finally, the 360,000 outstanding options of Spark will become convertible into 360,000 Mongoose Shares at a price of CAD 0.05 per share,120,000 of which have vested, 120,000 of which vest on September 30, 2022 and 120,000 of which vest on September 30, 2023. Finally, the 360,000 outstanding options of Spark will become convertible into 360,000 Mongoose Shares at a price of CAD 0.05 per share,120,000 of which have vested, 120,000 of which vest on September 30, 2022 and 120,000 of which vest on September 30, 2023. Following completion of the transaction, the Company has 31,950,299 common shares issued and outstanding of which the shareholders of Mongoose prior to the completion of the transaction and associated financings hold approximately 10.3%. As a result of the completion of the transactions, Technology Metals Inc. ("Technology Metals") received 13,006,993 Mongoose Shares which represents approximately 40.7% and 21Alpha Resources received 6,993,007 Mongoose Shares representing approximately 21.9% of the issued and outstanding Mongoose Shares. Prior to the closing of the transaction Spark and Mongoose closed non brokered private placements raising aggregate gross proceeds of CAD 1 million. On November 8, 2021, Mongoose received the conditional approval from the Canadian Securities Exchange (“CSE”) for the listing of the Mongoose Shares issued in connection with the transaction. Mongoose expects to recommence trading on the CSE on or before November 19, 2021 under the symbol “MNG.”