Mr. Dean Hanisch reports

MANDEVILLE VENTURES ANNOUNCES ENTRY INTO LETTER AGREEMENT FOR QUALIFYING TRANSACTION WITH SUMER RESOURCES INC.

Mandeville Ventures Inc. has entered into a binding letter agreement with Sumer Resources Inc. dated June 13, 2023, in respect of a proposed business combination transaction pursuant to which Mandeville will acquire all of the issued and outstanding securities of Sumer. It is anticipated that the proposed transaction will constitute the qualifying transaction of Mandeville in accordance with Policy 2.4 -- Capital Pool Companies of the Corporate Finance Manual (CPC policy) of the TSX Venture Exchange. The resulting company following the completion of the proposed transaction is referred to as the resulting issuer.

Sumer is a private mineral exploration company incorporated under the laws of the Province of British Columbia with 20 exploration licences prospective for the discovery and exploitation of copper in Botswana and Namibia. Sumer holds 19 prospecting licences covering an area of over 13,655 square kilometres within a historic regional copper belt in Botswana (the Cuprum project) and a 60-per-cent interest (with an option to acquire the remaining 40-per-cent interest) in a company holding a prospecting licence covering over 149.55 square km in Namibia, which includes a past-producing copper mine operational in the 1950s (the Kamanjab project, and together with the Cuprum project, the projects).

On its Dec. 31, 2022, unaudited financial statements Sumer had total assets of $4,354,717, total liabilities of $419,791, and recorded a loss for the year ended Dec. 31, 2022, of $3,382,829.

Qualified person

Nico Scholtz is a consulting geologist to Sumer, and has reviewed and approved the scientific and technical information in this news release. Mr. Scholtz is a registered professional natural scientist with the South African Council for Natural Scientific Professions (PrSciNat No. 400299/07). Mr. Scholtz is Sumer's qualified person within the meaning of National Instrument 43-101 -- Standards of Disclosure for Mineral Projects.

Summary of the proposed qualifying transaction

The letter agreement contemplates that Sumer and Mandeville will negotiate and enter into a definitive agreement in respect of the proposed transaction on or before Sept. 1, 2023, pursuant to which it is anticipated that Mandeville will acquire all of the issued and outstanding Sumer common shares, and shareholders of Sumer will receive Mandeville common shares in exchange for their Sumer shares on a share-for-share basis (both as presently constituted or on a postconsolidation basis, as otherwise provided for herein). The proposed transaction will be structured as a three-cornered amalgamation, plan of arrangement or other structure based on the advice of the parties' respective advisers, and taking into account various securities, tax, operating and other considerations.

It is anticipated that the resulting issuer will continue the business of Sumer under the name Sumer Resources Corp., or such other name to be determined by Sumer. It will also be a condition of the proposed transaction that Mandeville (i) continue from the laws of Ontario to the laws of British Columbia; and (ii) if requested by Sumer, and provided that the Sumer shares are consolidated on the same basis, consolidate its common shares on the basis of one postconsolidated Mandeville share for up to every 10 preconsolidated Mandeville shares. The business of the resulting issuer will be primarily focused on the exploration of the projects.

Certain Mandeville shares to be issued pursuant to the proposed transaction are expected to be subject to restrictions on resale or escrow under the policies of the TSX-V, including the securities to be issued to principals (as defined under the TSX-V policies), which will be subject to the escrow requirements of the TSX-V.

Cash finder's fee will also be payable by Mandeville to arm's-length finders on the successful completion of the proposed transaction in the aggregate amount of $58,100 (plus applicable taxes).

The completion of the proposed transaction is subject to a number of terms and conditions, including and without limitation to the following: negotiation and execution of the definitive agreement; there being no material adverse changes in respect of either Mandeville or Sumer; the parties obtaining all necessary consents, orders, and regulatory and shareholder approvals, including the conditional approval of the TSX-V; completion of the name change, continuance and, if required, the Mandeville consolidation, and any other required corporate changes; completion of a National Instrument 43-101-compliant technical report for the projects; completion of a thorough business, legal and financial review by each party of the other party; and other standard conditions of closing for a transaction in the nature of the proposed transaction. The proposed transaction does not constitute a non-arm's-length qualifying transaction (as that term is defined in the CPC policy) and, accordingly, is not expected to require the approval of Mandeville's shareholders.

There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met.

Upon completion of the proposed transaction, it is anticipated that the resulting issuer will be listed as a Tier 2 mining issuer on the TSX-V, with Sumer as its operating subsidiary.

Sumer financings

In connection with the proposed transaction, Sumer intends to complete: (i) a non-brokered working capital private placement of up to 4.7 million Sumer shares at a price of 15 cents for gross proceeds of up to $705,000; and (ii) a brokered private placement on terms to be negotiated, but on a basis not less than 15 cents per Sumer share as presently constituted. The price per security will not be below the discounted market price (as such term is defined in the policies of the TSX-V). The brokered financing shall be structured as either a common share offering, a subscription receipt offering, or such other security offering as determined by Sumer based on discussions with brokers and investors. Other than in connection with the Sumer financings, neither party will issue any shares or rights exchangeable or exercisable into shares of such party prior to closing of the proposed transaction.

The proceeds of the Sumer financings will be used to finance (i) exploration and other expenses relating to the projects, (ii) cost of the proposed transaction; and (iii) the working capital requirements of the resulting issuer.

Further particulars regarding the Sumer financings will be disclosed in subsequent news releases relating to the proposed transaction. Any agent, finder or underwriter engaged in connection with the Sumer financings will be entitled to receive compensation in an amount and form to be determined.

The proposed transaction is not conditional upon the completion of either of the Sumer financings.

Summary of proposed directors, officers and insiders

Upon completion of the proposed transaction, the resulting issuer's board and management will consist of the following persons:

• Daniel Baard, chief executive officer and director;
• Rodger Roden, chief financial officer and director;
• William Johnstone, legal counsel and corporate secretary;
• Armando Farhate, chief operations officer and director;
• Arno Brand, chairman of the board;
• Peter Sheppeard, director;
• Dean Hanisch, director.

The biographies of each of the above are outlined below.

Mr. Baard -- CEO and director

Mr. Baard is an operationally oriented finance executive with extensive experience in logistics, contract mining, finance, administration and public company accounting in diverse industries. He is a strategic leader with proven ability to streamline operations, impact business growth and enhance profitability through achievements in finance management, cost and internal controls, productivity, and efficiency improvements. Mr. Baard is a CPA (Canada)/ACCA (Association of Chartered Certified Accountants fellow, United Kingdom) who brings business, financial and analytical acumen to resolve complex problems creatively. He most recently served as the chief investment officer for the Dukathole Group from December, 2018, to May, 2021. He has wide-ranging experience as a CEO, COO and CFO, spanning several impressive projects, including Supergroup Coal and Southern Seas Advisory Group.

Mr. Roden -- CFO and director

Mr. Roden, CPA, CA, has more than 35 years of industry experience, has worked as vice-president of finance/chief financial officer with public and private companies in a broad range of industries, and has worked exclusively as a chief financial officer in the resource sector for the past 11 years. His experience includes all aspects of corporate finance, mergers and acquisitions, IT (information technology) implementations, tax, business systems, and process analyses and implementation.

Mr. Farhate -- COO and director

Mr. Farhate's prior experience in the planning, engineering, research and development, processing, project management, sales, and marketing areas of the graphite mining industry makes him the ideal candidate to fill the position of COO and head of copper marketing and sales.

In past projects, he was responsible for quality management, environmental management, and implementing strategic and tactical planning. Mr. Farhate will oversee the completion of the processing plant at the Sumer project, as well as regular operations at the site. He will co-ordinate important decisions regarding processing.

Mr. Farhate's experience provides an invaluable asset to the Sumer team regarding what he is able to accomplish as well as the broad network of contacts within the copper industry.

Mr. Johnstone -- legal counsel and corporate secretary

Mr. Johnstone has been a partner at Gardiner Roberts LLP since February of 2005, practicing in the areas of securities and corporate law. He is the practice leader of the firm's securities law group. Mr. Johnstone has been practicing law for over 30 years. He is also a director and/or officer of five other TSX Venture Exchange-listed companies and three Canadian Securities Exchange-listed companies.

Mr. Brand -- chairman of the board

Mr. Brand is a Namibian entrepreneur with 14 years of experience working on major construction and mining projects in Africa. Mr. Brand is an experienced commodity trader/broker with over a $1-billion in trades. Mr. Brand has been involved in numerous public transactions and company financings worth more than $200-million. He has negotiated uranium off-take agreements on behalf of Soupamine with utilities providers around the world. Mr. Brand generated over $500-million for shareholders in taking private companies public and has held various important roles in several companies over his career, including CEO, COO, director and project manager.

Mr. Sheppeard -- director

Mr. Sheppeard has a wide variety of experience in the mining and finance industries. He worked underground in coal mining for 10 years, spent 23 years in capital markets, with 16 years as a founder and managing director of a boutique stockbroking firm based out of Australia, and is active in the cryptocurrency market. Mr. Sheppeard also holds a bachelor of business majoring in finance from Charles Sturt University in New South Wales, Australia.

Mr. Hanisch -- director

Mr. Hanisch is a serial entrepreneur, starting up, advising, assisting and selling private companies in a multiplicity of industries over the past 30 years. Mr. Hanisch is currently the founder and president of Terpene Therapeutics Inc., a company involved in the research, development and manufacture of nutraceutical products, and founder of Multi Developments, an Ottawa-based developer of infill small-scale multiunit residential buildings. Mr. Hanisch holds a diploma in finance from Algonquin College, which he received in April, 1992.

Information concerning Mandeville

Mandeville is a capital pool company and its common shares are listed for trading on the TSX-V under the symbol MAND.P. As at Feb. 28, 2023 (unaudited), Mandeville had cash, net of liabilities, of approximately $1,391,000.

Filing statement

In connection with the proposed transaction and pursuant to the requirements of the TSX-V, Mandeville will file a filing statement or a management information circular on its issuer profile on SEDAR, which will contain details regarding the proposed transaction, Sumer, the projects, the Sumer financings and the resulting issuer.

Sponsorship of qualifying transaction

Sponsorship of a qualifying transaction of a capital pool company is required by the TSX-V unless exempt in accordance with TSX-V policies. Mandeville intends to apply for an exemption from the sponsorship requirements.

Reinstatement to trading

In accordance with the policies of the TSX-V, the Mandeville shares are currently halted from trading and will remain so until such time as the TSX-V determines, which, depending on the policies of the TSX-V, may not occur until completion of the proposed transaction.

Information concerning Sumer, including the proposed directors of the resulting issuer, has been provided to the corporation by Sumer for inclusion in this press release.

Completion of the proposed transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and, if applicable, pursuant to exchange requirements (as that term is defined in the policies of the TSX-V), majority of the minority shareholder approval. Where applicable, the proposed transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the proposed transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the proposed transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

We seek Safe Harbor.