Mr. Kevin Keough reports

MANERA COMPLETES $2,520,000 PRIVATE PLACEMENT, ANNOUNCES CLOSING OF QUALIFYING TRANSACTION, AND CHANGE OF NAME TO 'GT GOLD CORP.'

Manera Capital Corp., in connection with the previously announced private placements relating to its qualifying transaction, within the meaning of the policies of the exchange described in the company's filing statement dated Oct. 28, 2016, has issued 16 million units at a price of 15 cents per unit and 600,000 flow-through shares at a price of 20 cents per share pursuant to non-brokered private placements, for aggregate subscription proceeds of $2.52-million. Each unit consisted of one common share and one-half of a share purchase warrant, each whole warrant entitling the holder to purchase one additional common share at a price of 20 cents until Nov. 10, 2018. In conjunction with the closing of the financing, Manera issued 53,333 common shares to Red Cloud Klondike Strike Inc., of Toronto, and paid cash finders' fees totalling $83,905 and issued a total of 496,033 finders' warrants to certain arm's-length finders, with each finder's warrant entitling the holder to purchase one common share of Manera at a price of 20 cents until Nov. 10, 2018. All of the securities issued pursuant to these private placements, including the securities issued to Red Cloud, and any shares issued pursuant to the exercise of the warrants forming part of the units or the finder warrants, are subject to a hold period until March 11, 2017.

Manera has closed its qualifying transaction, and, pursuant to the policies of the exchange, Manera will no longer be a capital pool company and will be classified as a Tier 2 mining issuer. The transaction was an arm's-length transaction and therefore was not subject to approval by Manera's shareholders.

On Sept. 30, 2016, the exchange issued its conditional acceptance of the transaction. The corporation will resume trading on the exchange after the exchange's conditions for listing are satisfied and the exchange issues its final exchange bulletin confirming the completion of the transaction. The directors of the corporation have approved a change of name to GT Gold Corp., with the symbol GTT having been reserved by the exchange. The corporation will submit an application to the exchange for approval of the name change, which is expected to be effective when trading in the corporation's shares is resumed. Manera will advise of the expected listing date once the name change has been made effective and the exchange issues its final exchange bulletin.

The transaction consisted of a definitive agreement dated June 30, 2016, as amended on Oct. 18, 2016, pursuant to which Manera has acquired all of the issued and outstanding shares of New Chris Minerals Ltd., a private British Columbia mineral exploration company owned by Ashwath Mehra, of Switzerland, and Wildville Enterprises Pty. Ltd., a private company incorporated in Australia and which is the trustee of the McMullen Family Trust, which was also established in Australia and remains an Australian entity. The transaction involved the issuance of a total of 38,351,948 Manera shares to New Chris shareholders (26,851,948 shares), and the underlying optionors of the 31,000-hectare Tatogga and 13,000-hectare New Nanik gold-copper properties in northwest British Columbia (11.5 million shares), in which New Chris holds options to acquire 100-per-cent property interests.

The filing statement, which describes the terms of the underlying option agreements with respect to the Tatogga and New Nanik properties, and also includes the National Instrument 43-101 technical report with respect to the Tatogga property, has been filed with the exchange and applicable securities commissions, and is available on SEDAR under the corporation's profile.

In connection with the transaction, Alfredo De Lucrezia, Maurizio Grande and Gordon Kettleson stepped down from the corporation's board of directors. John Pallot remains on the board, and Mr. Mehra, Kevin M. Keough, Charles Greig and Taj Singh have been appointed to the board. Mr. Keough, Mr. Singh and Mr. Pallot will be the members of the corporation's audit committee going forward. In addition, Mr. De Lucrezia stepped down as Manera's president, chief executive officer and chief financial officer, Ben Colangelo stepped down as Manera's secretary, and the following individuals have been appointed officers of the corporation:

• Mr. Mehra as chairman;
• Mr. Keough as president and CEO;
• Mr. Greig as vice-president exploration;
• Tracy Albert as CFO;
• Shaun Drake as corporate secretary.

For further details on the corporation's directors and officers, please see the filing statement, a copy of which is available on SEDAR.

Immediately prior to the closing of the transaction, there were 7.85 million Manera shares outstanding. Following the closing of the financing, the completion of the transaction, and the exercise of 525,000 previously granted incentive stock options by Manera's directors and officers at a price of 10 cents per share, there are 63,380,281 Manera shares currently issued and outstanding. The 38,351,948 Manera shares issued pursuant to the transaction are subject to the value escrow requirements of the exchange, with these shares to be released from escrow as shown in the table on the release schedule.

                
                                            RELEASE SCHEDULE

Release dates                                              Percentage of total escrowed securities to be released

Date of final exchange bulletin approving the transaction                                                 (1) 10%
Six months following final approval                                                                           15%
12 months following final approval                                                                            15%
18 months following final approval                                                                            15%
24 months following final approval                                                                            15%
30 months following final approval                                                                            15%
36 months following final approval                                                                            15%

(1) The shares to be issued pursuant to this initial release from escrow will be subject to a hold period until 
March 11, 2017.

The corporation has also granted incentive stock options to its directors, officers and consultants, entitling them to purchase up to 4,725,000 shares of the resulting issuer, comprising 1,575,000 options at an exercise price of 15 cents for a period of five years, 1,575,000 options at an exercise price of 22.5 cents for a period of five years and 1,575,000 options at an exercise price of 30 cents for a period of five years. The options exercisable at 15 cents vested on the date of grant, the options exercisable at 22.5 cents will vest on the first anniversary of the date of grant and the options exercisable at 30 cents will vest on the second anniversary of the date of grant.

Pursuant to the transaction, Mr. Mehra acquired direct ownership of 13,425,501 Manera shares. In addition, Mr. Mehra has been granted incentive stock options entitling him to purchase up to 500,000 Manera shares at exercise prices of 15 cents, 22.5 cents and 30 cents, as disclosed above. Collectively, these Manera shares and stock options represent 21.80 per cent of the issued and outstanding common shares of Manera on a partially diluted basis, assuming the exercise of the incentive stock options held by Mr. Mehra. An early warning report respecting this transaction will be electronically filed with the securities commissions in British Columbia and Alberta, and will be available for viewing on SEDAR.

Also pursuant to the transaction, the McMullen Family Trust acquired direct ownership of 13,426,447 Manera shares, which shares represent 21.18 per cent of the currently issued and outstanding common shares of Manera. An early warning report respecting this transaction will also be electronically filed with the securities commissions in British Columbia and Alberta, and will be available for viewing on SEDAR.

We seek Safe Harbor.