Dr. Jacob Verbaas of Miata Metals reports

MIATA METALS SIGNS DEFINITIVE AGREEMENT TO ACQUIRE 79NORTH INC.

Miata Metals Corp. and 79North Inc. have entered into a definitive agreement, whereby Miata will acquire all of the issued and outstanding shares of 79North, an arm's-length party, in an all-share transaction. Miata and 79North had previously announced the signing of a letter of intent in respect of the transaction on June 5, 2024.

79North currently holds an interest in the 21,929-hectare Sela Creek gold project and the 19,916-hectare Nassau gold project, both located in Suriname, South America. Sela Creek and Nassau are both situated along Marowijne greenstone belt, part of the Guiana Shield. Suriname contains a highly prolific gold endowment associated with greenstone belts in the Guiana Shield. It is home to multiple producing gold mines and mature development projects, despite being relatively underexplored compared with other South American and West African countries in the Guiana/West African Shield. Other companies operating in Suriname include Founders Metals Inc. (the Antino gold project), Newmont Corp. (the Merian gold mine) and Zijin Mining Group Co. Ltd. (the Rosebel gold mine).

Upon closing, the transaction will mark a significant milestone for Miata and broadens its asset portfolio by adding two prospective gold properties. Under the terms of the transaction, Miata will acquire 100 per cent of the issued and outstanding shares of 79North by way of a three-cornered amalgamation under the Business Corporations Act (Ontario).

Transaction highlights and strategic rationale:

• Miata will issue nine million common shares to 79North shareholders in exchange for 100 per cent of the issued and outstanding shares of 79North at closing. Following the closing of the transaction, there will be 42,368,609 Miata shares issued and outstanding, with former 79North shareholders owning approximately 21.2 per cent of the combined entity.
• Assuming a share price of 45 cents per Miata share, the total 79North equity value is approximately $4-million.
• The transaction strategically positions Miata as a multiasset explorer in Suriname, with two projects that cover over 40,000 hectares located within the prolific Marowijne greenstone belt, part of the Guiana Shield. Both 79North assets contain extensive surficial mining activity and prospective historical workings, including channel and auger samples as well as diamond drilling.
• Sela Creek has yielded historical channel samples as high as 13.6 grams per tonne gold over nine metres and Nassau has yielded diamond drill results as high as 383.2 grams per tonne gold over 1.5 metres.
• Favourable permitting environment, year-round access, in-country analytical laboratory and availability of labour in Suriname result in a positive mineral exploration environment.

"The proposed transaction with 79North is a unique opportunity to provide Miata's shareholders exposure to an underexplored but highly prolific jurisdiction in South America," stated Miata's chief executive officer, Dr. Jacob Verbaas. "We have been assessing opportunities in Suriname and have spent considerable time evaluating the region and are very excited by the exploration opportunities and potential of the 79North assets. We believe that we will be able to continue to build on the exploration success of the 79North team and unlock significant shareholder value through the systematic exploration of Sela Creek and Nassau. In particular, Sela Creek has extensive surficial mining exposure, supporting our belief that the property serves as an excellent analogue to other successful discoveries within Suriname. Moreover, Nassau has shown exciting intercepts in historic work and is located in close proximity to Newmont's Merian mine. We believe that Suriname offers the opportunity for bottom-quartile exploration and drilling costs as well as the potential for significant gold endowments in a region that is still underexplored."

Transaction terms

Under the terms of the transaction, Miata will issue nine million Miata shares to 79North shareholders. The exchange ratio per share will be calculated based on the nine million Miata shares issuable under the transaction divided by the number of common shares of 79North issued and outstanding at the closing of the transaction. On completion of the transaction, all of 79North's outstanding stock options and share purchase warrants will be exercisable into Miata shares using the exchange ratio. Assuming no further issuances of Miata shares prior to closing, following the completion of the transaction, 79North shareholders will own approximately 21.2 per cent of the issued and outstanding Miata shares.

The transaction will be carried out by way of a three-cornered amalgamation under the Business Corporations Act (Ontario) between Miata, 79North and a wholly owned subsidiary of Miata. The transaction requires approval by 66-2/3rds per cent of the votes cast by 79North shareholders at a special meeting expected to be held in September, 2024. Directors and officers of 79North, representing an aggregate of approximately 10 per cent of the issued and outstanding 79North shares on a partially diluted basis, have entered into voting support agreements, pursuant to which, among other things, each director and/or officer has agreed to vote in favour of the transaction at the meeting.

As part of the transaction, Miata has provided a secured bridge loan to 79North for $200,000, which will be used by 79North to cover its transaction costs and settle its outstanding liabilities prior to closing.

Miata will also issue one million Miata shares to an arm's-length party as a finder's fee in connection with closing of the transaction. Under securities legislation, these shares will carry a minimum resale restriction of four months and one day from the date of issuance.

Closing of the transaction is subject to approval of 79North's shareholders, stock exchange approval, as applicable, standard closing deliverables and other customary conditions typical for a transaction of this nature. Following completion of the transaction, Miata will continue to be managed by the current executive team and board of directors.

For further details on the 79North assets that Miata will acquire pursuant to the transaction, please refer to Miata's June 5, 2024, press release.

The scientific and technical information in this news release has been reviewed and approved by Dr. Thomas Hawkins, PGeo, who is the qualified person as defined under the definitions of National Instrument 43-101, Standards of Disclosure for Mineral Projects.

Note: Referenced nearby projects, deposits and mines provide geologic context for the Sela Creek and Nassau properties but are not necessarily indicative that they hosts similar potential, size or grades of mineralization.

About Miata Metals Corp.

Miata is a Canadian company listed on the Canadian Securities Exchange. Miata is a mineral exploration company focused on the acquisition, exploration and development of mineral properties. Currently, Miata has an option to earn a 100-per-cent interest in the Cabin Lake property in the Omineca mining division in British Columbia. Miata continuously evaluates opportunities to acquire interest in additional exploration-stage mineral properties in stable jurisdictions.

About 79North Inc.

79North is led by a team with extensive mineral exploration expertise and a record of discoveries and exits globally. 79North is a mineral exploration company focused on the acquisition, exploration and development of properties for the mining of gold and other minerals.

We seek Safe Harbor.