Dr. Vern Rampton reports

MAYO LAKE MINERALS SIGNS LETTER OF INTENT WITH WESTMOUNTAIN GOLD

Mayo Lake Minerals Inc. has entered into a non-binding letter of intent dated Aug. 2, 2023, with WestMountain Gold Inc. The LOI outlines the proposed terms and conditions of a possible transaction pursuant to which Mayo Lake and WestMountain would negotiate to seek to effect a three-cornered amalgamation of a wholly owned subsidiary of Mayo Lake and WestMountain that would result in Mayo Lake indirectly acquiring all of the outstanding share capital of WestMountain. The combined entity resulting from the contemplated transaction would continue to carry on the combined businesses of Mayo Lake and WestMountain.

The contemplated transaction remains subject to Mayo Lake and WestMountain negotiating and entering into a definitive agreement and the receipt of all regulatory and shareholder approvals. In the event a definitive agreement is reached, Mayo Lake will issue a comprehensive press release pursuant to the policies of the Canadian Securities Exchange.

Mayo Lake's properties

Mayo Lake has five properties covering 244 square kilometres, where it has completed exploration over the last 12 years. Mayo Lake plans to drill prospective gold targets within the Anderson gold belt and to trench its Carlin West and AJ targets at its Carlin-Roop property in September.

The reader can view a number of maps and Mayo Lake's history in addition to property news and descriptions and the current private placement term sheet that it has in place seeking to complete this year's exploration at the company's website.

Dr. Vern Rampton, PEng, president and chief executive officer of Mayo Lake, stated: "The contemplated transaction would result in a diversified set of prospective gold properties led by Mayo. Mayo would hold an advanced-stage project with an attractive resource and prospective projects in the pipeline that are open to the discovery of upper-tier mineral deposits."

Dr. Rampton continued: "WestMountain's properties exhibit numerous favourable characteristics, including extensive historical data and well-defined drill targets. We believe WestMountain has the potential to be a significant gold-producing asset."

Rick Bloom, president and chief executive officer of WestMountain, commented: "We have been waiting to team up with the right partner for a number of years and only recently were introduced to Mayo, which we believe has the ideal professional group with an experienced professional understanding of the Yukon-Alaska regional mineralization, extensive work in a harsh environment and a strong commitment to environmental matters. Mayo's executives have a combined track record of successful exploration and development that underlines their capacity to unlock the significant potential of the combined company's projects."

Contemplated transaction -- key items

The LOI contemplates that Mayo Lake would issue WestMountain shareholders that number of Mayo Lake common shares at a deemed value of eight cents per share equivalent to 50 per cent of the shares issued and outstanding on a fully diluted basis at the time of closing of the contemplated transaction, exclusive of the merger offering discussed in the Mayo Lake financings section herein. As additional consideration, Mayo Lake would issue two tranches of common warrants on a pro rata basis, each tranche equal to 10 per cent of the issued and outstanding common shares of Mayo Lake at the time of closing calculated on a fully diluted basis. Each warrant would be exercisable for five years from the date of issuance at the market price of Mayo Lake's common shares at the time of such closing. Each tranche would also be exercisable when the following thresholds are met: (a) delineation of a compliant gold resource relating to WestMountain consisting of a minimum of two million inferred or better ounces; and (b) a further delineation of a compliant gold resource consisting of a minimum of three million, inferred or better, ounces.

The Mayo Lake board of directors would be reconstituted, and consist of three directors nominated by current Mayo Lake shareholders and two directors nominated by current WestMountain shareholders.

Mayo Lake would assume a principal amount of $3-million (U.S.) of WestMountain secured notes and accrued interest maturing on Feb. 7, 2025.

Mayo Lake financings

Mayo Lake is currently advancing its previously announced (April 5, 2023) private placement of common share units at six cents per CS unit and flow-through units at eight cents outside of the United States for aggregate gross proceeds of up to $1.4-million.

Subsequent to the completion of Mayo Lake's current private placement, Mayo Lake intends to conduct a second private placement outside of the U.S. for minimum gross proceeds of $1,400,000 and a maximum of $2.8-million.

Further detailed information regarding the merger and financings may be obtained at the company's website.

Statement of qualified person

The technical and scientific information contained in this news release has been reviewed and approved by Dr. Vern Rampton, PEng, a qualified person as defined by National Instrument 43-101 (Standards of Disclosure for Mineral Projects).

About Mayo Lake Minerals Inc.

Mayo Lake is actively engaged in the exploration and development of five precious metal projects in the Tombstone gold (plutonic) belt of the Tintina gold province. The properties cover 244 square kilometres in the Yukon's Mayo mining district and lie within the traditional territory of the Na-Cho Nyak Dun First Nation. Mayo Lake is currently focusing on its two significant properties: the Carlin-Roop silver project lying within the Keno Hill silver district and the Anderson-Davidson gold property. Two active mines, Victoria Gold's Eagle gold mine and Hecla Mining's Keno silver mine, are nearby.

About WestMountain Gold Inc.

WestMountain is a junior mineral exploration and development company that is seeking to explore and develop its current prospective advanced-stage gold project in Alaska consisting of 339 unpatented lode mining claims and five unpatented lode mining claims.

We seek Safe Harbor.