Dr. Vern Rampton reports

MAYO LAKE MINERALS UPDATES MERGER WITH WESTMOUNTAIN GOLD

Mayo Lake Minerals Inc. has provided an update on the progress of Mayo and WestMountain Gold Inc.'s merger as described in Mayo's press release of Aug. 17, 2023.

The letter of intent as described in the press release outlined the proposed terms and conditions of a transaction pursuant to which Mayo and WestMountain plan to effect a three-cornered amalgamation of a wholly owned subsidiary of Mayo and WestMountain that would result in Mayo indirectly acquiring all of the outstanding share capital of WestMountain. The amalgamated entity resulting from the transaction will continue to carry on the combined operations of Mayo and WestMountain.

The transaction, which is contemplated for completion in the first quarter of 2024, remains subject to Mayo and WestMountain entering into a definitive agreement and the receipt of all regulatory and other approvals. Mayo will issue a comprehensive press release pursuant to the policies of the Canadian Securities Exchange upon execution of a definitive agreement. To date, the companies have carried out extensive due diligence and are pleased with the progress.

Pursuant to the LOI, Mayo will issue WestMountain shareholders that number of common shares at a deemed value of eight cents per share in the capital of Mayo equivalent to 50 per cent of the common shares issued and outstanding on a fully diluted basis at the time of closing. As additional consideration, Mayo will issue two tranches of warrants on a pro rata basis, each tranche equal to 10 per cent of the issued and outstanding common shares of Mayo at the time of closing of the transaction calculated on a fully diluted basis. Each warrant shall be exercisable for five years from the date of issuance at the market price of Mayo's common shares at the time of closing of the proposed transaction.

Each tranche will be exercisable when the following thresholds are met: (a) delineation of a compliant gold resource consisting of a minimum of two million inferred or better ounces; and (b) delineation of a compliant gold resource consisting of a minimum of three million, inferred or better, ounces.

Upon completion of the proposed transaction, Mayo's board of directors will be reconstituted and consist of three directors nominated by current Mayo shareholders and two directors nominated by current WestMountain shareholders.

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

The completion of the transaction is subject to the satisfaction of certain conditions precedent, including:

• Receipt of all necessary consents, approvals and authorizations of any regulatory authorities, shareholders or third parties;
• Mayo having obtained such regulatory approvals as are necessary in connection with the completion of the proposed transaction, including, but not limited to, the approval of the Canadian Securities Exchange;
• All claims and leases comprising the Terra gold project's being in good standing at closing with annual payments and other fees paid in full and all permits and approvals to conduct exploration and development at Terra being in good standing;
• WestMountain having converted approximately $5-million (U.S.) of its total debt and related obligations into common shares on or before closing;
• With the exception of the amount of $3-million (U.S.) in secured notes of WestMountain to be assumed by Mayo, all other outstanding notes of WestMountain and any interest accrued shall have been discharged through payment of cash or share conversion prior to closing, or as otherwise agreed by the parties.

Amendment to terms of private placement

As previously announced on Jan. 4, after due consultation between management and certain parties followed by a review with the board of directors, the company passed a resolution amending the terms of the common share unit portion of its continuing $1.4-million private placement to include one whole warrant per CS unit that is now exercisable at nine cents for an extended period of four years as opposed to the previous three-year period. The planned closing date has been rescheduled for on or about March 29, 2024.

The securities issued pursuant to the offering will be subject to a statutory hold period in Canada of four months and one day after the closing date. Finders who source investments in the offering may earn a cash commission of up to 7 per cent and warrants to purchase that number of common shares equal to 7 per cent of the number of the respective type of units sold by the finder, which are valid for four years.

The CS unit proceeds will be used for general corporate purposes, as well as certain exploration expenditures, and the flow-through-unit proceeds will be used for eligible exploration expenditures, qualifying as Canadian exploration expenses under the Income Tax Act (Canada) and applicable regulations, on Mayo's Anderson-Davidson, Carlin-Roop and Trail-Minto properties.

Mayo also confirms that on March 8, it closed a second tranche of the above noted placement consisting of 701,667 CS units, bringing its cumulative total to 2,676,668 CS units for a total of $160,600.08, leaving Mayo's capital structure as set forth as follows.

Common shares:  98,805,821

Warrants:  23,973,622

Finders' warrants:  697,094

Restricted share units:  187,482

Deferred share units:  900,000

Options:  4,920,158

Fully diluted share structure:  129,484,178

A company controlled by an officer of the company (a related party under Multilateral Instrument 61-101) subscribed for a total of 166,667 CS units. Mayo is exempt from obtaining a formal valuation and minority approval of its shareholders in respect of the related-party participation due to the fair market value of the related-party participation being below 25 per cent of the company's market capitalization for the purposes of MI 61-101.

Merger financing

Subsequent to the completion of Mayo's current financing, Mayo shall complete a second private placement financing prior to closing of the proposed transaction for minimum gross proceeds of $1.4-million and a maximum of $2.8-million, or such amount as mutually determined by Mayo and WestMountain.

Merger synergy

The proposed transaction would result in a well-diversified set of prospective gold properties within the Tintina gold province. Through its wholly owned subsidiary, 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 in the future. The significance of Terra's present delineation of high-grade veins with associated envelopes of low-grade mineralization cannot be overstated as it provides a core to which successful drilling can rapidly increase the total gold resource.

Mayo's executives have a combined record of successful exploration and development that underlines their capacity to unlock the full potential of the combined company's projects. They combine an experienced professional understanding of regional mineralization, decades of working in a harsh environment and a strong commitment to environmental matters.

WestMountain reports 703,300 ounces of high-grade gold: WGM brings in the Terra gold project, a new primary flagship property, to the amalgamated company.

In 2020, R.J. (Jim) Robinson, BSc, PGeo, a qualified person, reported to WestMountain (1) that Terra contains indicated resources of 435,360 ounces gold at 12.08 grams per tonne and inferred resources of 267,943 ounces gold at 10.59 g/t Au with a 5.0 g/t Au cut-off for a total of 703,303 ounces at 10.28 g/t Au based on an underground narrow vein mining model. Mr. Robinson also reported in an internal report to WestMountain that resources for a model with extraction by open pit at the Fish zone and bulk mining at the Ben zone were IND of 1,422,330 ounces gold at 2.31 g/t Au and INF of 588,789 ounces gold at 2.05 g/t Au for a total of 2,011,119 ounces gold at 2.23 g/t Au. For Mayo's purposes, these resources are deemed historical.

Thirty diamond drill holes were completed during drilling in 2018 and 2019. Of the 30 DDHs, 25 were cored quartz veins assaying over 10 g/t Au, with multiple veins being cored in 15 DDH. The gold values ranged from 10 g/t Au up to 246 g/t Au with widths ranging from 0.2 to 1.5 metres in a total of 64 intercepts, averaging 36.3 g/t Au.

As of August, 2023, 4,500 ounces of gold have been extracted from approximately 3,000 tonnes of excavated ore. This equated to a gold grade of approximately 46 g/t Au. On-site pilot studies determined that the gold and silver (partially) could be extracted by crushing and pulverizing followed by gravity separation without the use of chemicals.

The Ben and Fish zones lie within a 2.5-kilometre north-south-trending mineralized corridor. The two zones contain numerous multiphased high-grade veins up to one m in width and of various strike lengths. These veins parallel the primary vein within each zone.

The high-grade veins are commonly within an envelope of stringers and stockwork silification, increasing the width of the mineralization adjacent to the main vein widths to anywhere up to 10 m, a configuration that could lead to a reduction of costs in underground mining.

Both zones are open along strike and at depth, being only tested to approximately 250 m below ground surface. Parallel high-grade veins and adjacent low grades enveloping the veins offer the opportunity for a rapid upgrade in resource quantity and quality with strategically located drill holes.

Terra has infrastructure and facilities at the site including: a 25-person camp facility with a mess tent, showers, water wells, laundry facilities and privies, plus an office, core shack, storage area, a mill building, a storage shed, fuel depot, bulldozers and vehicle equipment, a road network, and a 1,463-metre airstrip.

Services are available at Anchorage about 210 kilometres to the southeast. A winter road from the Alaska highway network currently ends within 65 kilometres of Terra, and an all-weather road is planned by the state to replace the winter road in the near future. WestMountain has stated that there are no significant fish, wildlife, wetlands or environmental issues, no indigenous land claims, and no federal mining permits required.

Mayo holds a pipeline of drill-ready projects in the Yukon: Mayo controls five properties covering 244 square kilometres, where it has completed extensive exploration over the past 12 years. Independent of any activities proposed for Terra, Mayo 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 2024. Mayo's Trail-Minto property, which may well host similar mineralization to that at Banyan Gold's AurMac or Victoria Gold's Eagle mine (intrusion related with sheeted veining), will be the subject of additional groundwork before planned drilling in 2024.

Qualified person

The technical and scientific information contained within 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). Dr. Rampton, in addition to data reported on the WestMountain website, relied on a technical report dated June 20, 2020 (see footnote 1), and an internal report (2023) prepared for WestMountain and written by Jim Robinson, BSc, PGeo (QP). Dr. Rampton accepts responsibility for any interpretations or projections based on the information contained within the two reports. The information contained in these documents provides an indication of the exploration potential of Terra as interpreted by Dr. Rampton, but he cannot certify that the reported projections will result in development and mining.

About Mayo Lake Minerals Inc.

Mayo 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 is currently focusing on its two flagship properties: the Carlin-Roop silver project lying within the Keno Hill silver district and the promising Anderson-Davidson gold property. Two active mines, Victoria Gold's Eagle gold mine and Hecla Mining's Keno silver mines, 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 Terra gold project in Alaska, consisting of 339 unpatented lode mining claims and five leased unpatented lode mining claims.

(1) Revised National Instrument 43-101 technical report on the geophysical surveying, diamond drilling, soil and rock sampling, and resource estimates of the Terra property, Lime Hills quadrangle, McGrath mining district, Mount McKinley recording district, Alaska, United States, June 20, 2020. Report prepared by Ronald James (Jim) Robinson, BSc, PGeo, of Aurora Geoscience Ltd., 1901 Davis Ave., Unit B1, Juneau, Alaska, United States, 99801, for WestMountain, 1001-A East Harmony Rd., Suite 340, Fort Collins, Colo., U.S., 80525.

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