Mr. Jeffrey Cocks reports

CARSON RIVER AND NOVCORP ANNOUNCE BINDING AGREEMENT FOR BUSINESS COMBINATION

Carson River Ventures Corp. has entered into a purchase agreement dated Dec. 11, 2023, to acquire all of the issued and outstanding common shares of 2514870 Alberta Ltd. (Novcorp). If completed, the transaction will constitute a reverse takeover transaction of Carson River pursuant to the policies of the Canadian Securities Exchange (the CSE), requiring approval from the CSE. The resulting issuer that will exist upon completion of the transaction will carry on the current business of Novcorp.

Description of Novcorp and its business

Novcorp owns 100 per cent of the voting and substantially all of the equity interests of Novcorp Inc., a company existing under the Canada Business Corporations Act, which, through its wholly owned subsidiary Novcorp SARLU, is a licensed and regulated trader of ethically sourced tin ore with operations in the Democratic Republic of the Congo (the DRC). The head office of Novcorp is located in Toronto, Canada, while its operating subsidiary Novcorp SARLU is based in Kinshasa, DRC, and is licensed to trade tin, tantalum and tungsten throughout the DRC. The company established operations during the COVID era of 2020 and began purchasing tin ore in the fourth quarter of 2020 in the Maniema region. The operation involves purchasing tin ore from local co-operatives, processing the ore to remove impurities and then exporting the higher-grade ore to offtake partners. In the second quarter of calendar 2023, Novcorp opened its second and third purchase/processing depots located in Manono and Lubumbashi in the eastern part of the DRC. Novcorp is currently in discussions with one of its offtake partners to open a fourth depot in Goma, DRC, in 2024. The company has exported over $10-million (U.S.) of processed tin ore since inception through to November, 2023.

The transaction

Under the terms of the purchase agreement, Carson River will complete a one-for-three share consolidation prior to completion of the transaction, reducing its issued and outstanding common shares from 27,895,000 to approximately 9,298,333 common shares. Carson River will acquire all of the issued and outstanding common shares of Novcorp in consideration for the issuance of 78,250,010 common shares of Carson River, 37.9 million share purchase warrants of Carson River at an exercise price between 15 cents and 40 cents per common share, and 7.4 million stock options of Carson River at an exercise price of 15 cents per common share, all on a postconsolidation basis. It is expected that on completion of the transaction, Carson River will have 87,548,343 common shares outstanding, of which 78,250,010, or 89.4 per cent, will be held by current Novcorp shareholders, and approximately 9,298,333, or 10.6 per cent, will be held by existing Carson River shareholders. As at the date hereof, one shareholder holding approximately 17 per cent of the company's issued and outstanding shares owns approximately 5 per cent of Novcorp's issued and outstanding shares.

In connection with the transaction, the company and Novcorp entered into a credit facility for the provision of a $400,000 bridge loan to Novcorp, which will be used for working capital purposes while the transaction is continuing. The loan would be collapsed on consolidation upon closing of the transaction, bears interest at 10 per cent per annum, matures in 12 months, is secured against Novcorp and is guaranteed by its subsidiaries.

The transaction is subject to customary closing conditions, including regulatory approvals and the receipt of required approvals from the shareholders of Carson River. The full terms and conditions of the transaction are set out in the purchase agreement that will be available on SEDAR+.

Management and board of directors

Upon closing of the transaction, it is expected that the board of directors and executive officers of the resulting issuer will comprise the nominees of Novcorp, but that certain current directors of Carson River may continue to serve on the board posttransaction. The proposed directors and executive officers of the resulting issuer are:

Yves Kabongo, chief executive officer and executive chairman. Mr. Kabongo is a founder of Novcorp International. He is a Congolese Canadian with strong experience in directorship and management of Canadian, international and Congolese public companies. He has over 10 years experience in DRC commodity trading of the 3T's (tin, tantalum and tungsten). He is also part of the board of directors of Canadian publicly listed company Tantalex Lithium Resources.

John Newman, chief financial officer and director. Mr. Newman has over 40 years experience in both Canada and internationally as a chief financial officer and director for both public and private companies. He has been involved in over five early-stage companies and their go-public experience. He holds a bachelor of business from the Western Australian Institute of Technology (now Curtin University) and is a fellow of CPA Australia.

Lydia Mbaka, head of project management. Based in the DRC, Ms. Mbaka has 15 years of experience in the fields of banking, marketing, communication and project management. Ms. Mbaka is well travelled, multilingual (English, French, Spanish, Swahili), and holds a degree in international business and management from the European Business School in London, United Kingdom, and an MBA from the Frankfurt School of Management, Frankfurt, Germany.

John Wright, vice-president, global operations. Mr. Wright has over 30 years in business and is a co-founder of Novcorp. He is an experienced entrepreneur and company builder, having provided consulting services to individuals and corporations in over 30 countries across numerous industries. He has helped businesses navigate the complexity of global finance and trade throughout his career and has aided management teams in building multiple start-up businesses. He received his engineering degree from the University of Waterloo in Canada.

Emile Osumba, director. Mr. Osumba is a DRC-based financial professional with over 20 years experience in private and public banking. He currently works in DRC as consultant/expert on the structuring of various projects in the mining, agriculture, infrastructure and energy sectors. He was a past director of J.P. Morgan and HSBC in Switzerland where he led multinational banking teams. He has a degree in law and economics from Belgium, a master's degree in taxation from Belgium, and a master's in business administration from Switzerland IMD.

Amanda Adamowski, director. Ms. Adamowski is a CPA professional with 14 years experience in mid-stream oil and gas where she has led a national commercial operations team with a focus on storage, processing, marketing and gathering of crude oil and refined products. She is recognized for strengths in leadership and management, commercial operations, corporate governance, budgeting and forecasting, and reporting.

We seek Safe Harbor.