North Star Holdings Inc. entered into a binding letter of intent to acquire Pan Andean Minerals Ltd. (TSXV:PAD) in a reverse merger transaction on March 11, 2019. The final structure for the proposed transaction is subject to satisfactory tax, corporate and securities law advice for both Pan Andean Minerals and North Star. Upon the closing of the transaction and the concurrent private placement for gross proceeds of up to CAD 20 million, it is expected that current shareholders of Pan Andean Minerals will hold 5.8% of the common shares of the resulting issuer and current shareholders of North Star will hold 83.7% of the resulting issuer shares on a non-diluted basis. The resulting issuer following closing of the transaction is expected to change its business from mining to the business of North Star and terminate its existing mining business. In connection with transaction, Pan Andean Minerals will be required to, among other things change its name to a name requested by North Star and acceptable to applicable regulatory authorities consolidate its current issued and outstanding common shares on a basis of 1 new post-consolidation common share for every 5 pre-consolidation common share or such other ratio as determined by the parties and if determined to be necessary by North Star create a new class of compressed shares that are convertible into or exchangeable or redeemable for post-consolidation common shares of Pan Andean Minerals with such terms and conditions as agreed to by North Star and Pan Andean Minerals to allow the resulting issuer to retain "foreign private issuer" status under applicable U.S. securities laws. Upon completion of the transaction, the Board of Pan Andean Minerals will be comprised of four nominees from North Star, and one nominee from Pan Andean. Pan Andean Minerals intends to apply to the TSX Venture Exchange (TSXV) to have its common shares delisted from the TSXV before completion of the transaction and expects to seek ‘majority of the minority’ shareholder approval at a special meeting of the shareholders. The transaction is subject to a number of conditions, including completion of the concurrent private placement, receipt of all necessary shareholder and regulatory approvals, the execution of related transaction documents, approval of the TSXV for the delisting of the common shares of Pan Andean Minerals from the TSXV and conditional approval of the Canadian Securities Exchange for the listing of the common shares of the resulting issuer following completion of the proposed transaction.