Mr. Yari Nieken reports

MARGARET LAKE ENTERS INTO NON-BINDING LETTER OF INTENT TO ACQUIRE EMERGING GOLDFIELDS RESOURCES LTD.

Margaret Lake Diamonds Inc. has signed a non-binding letter of intent dated June 26, 2023, with Emerging Goldfields Resources Ltd., an arm's-length private company incorporated under the Business Corporations Act (Alberta), which sets forth the general terms and conditions of a proposed reverse takeover transaction. In addition and in connection with the proposed transaction, the parties have agreed to use their commercially reasonable efforts to cause Emerging to complete a private placement of units of Emerging.

The proposed transaction will, pursuant to the policies of the exchange, constitute a reverse takeover of the company. The corporation resulting from the proposed transaction will carry on the business of Emerging as currently constituted and be listed for trading on the exchange as a Tier 2 mining issuer and on the Frankfurt Stock Exchange under the name Emerging Goldfields Resources Ltd., or such other name as the parties may agree.

Pursuant to the terms of the LOI, it is intended that Margaret Lake and Emerging will enter into a business combination by way of a share exchange, merger, amalgamation, arrangement or other similar form of transaction. The final structure of the business combination is subject to receipt by the parties of tax, corporate and securities law advice, and will be agreed to and superseded by a definitive agreement between Margaret Lake and Emerging with such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature.

About Emerging Goldfields Resources Ltd.

Emerging is a private corporation incorporated under the ABCA carrying on business as a mineral exploration company focused on the acquisition, exploration and development of mineral properties in Armenia. Emerging, through its United Kingdom wholly owned subsidiary, Goldfield Holdings Ltd., holds an 80-per-cent working interest in Armenian companies Vayk Gold LLC, Geghi Gold LLC and Copper Plus LLC.

Emerging has an 80-per-cent interest in a portfolio of gold-silver deposits having a combined National Instrument 43-101-compliant measured and indicated attributable gold resources of 2.37 million ounces of gold and 15.82 million ounces silver, consisting of three polymetallic gold-silver deposits in Armenia, all with significant resource growth potential.

Capitalization of Margaret Lake

Each issued and outstanding common share the capital of Margaret Lake, at the time of closing, will be exchanged into one common share of the resulting issuer on a one-for-one basis, such that all of the issued and outstanding Margaret Lake common shares will be exchanged for 4,741,230 Newco common shares, and the outstanding warrants to purchase Margaret Lake common shares shall each be exchanged for one replacement warrant, exercisable on a one-for-one basis so that all of the issued and outstanding Margaret Lake shares will be exchanged for 4,741,230 Newco common shares, and the outstanding Margaret Lake warrants will be exchanged for 4,157,313 Newco warrants.

Capitalization of Emerging

Each issued and outstanding common shares in the capital of Emerging at the time of closing will be exchanged into one Newco common share on a one-for-one basis, and the outstanding warrants to purchase Emerging shares shall each be exchanged for one Newco warrant, exercisable on a one-for-one basis so that all of the issued and outstanding Emerging shares will be exchanged for 59.8 million Newco common shares, each outstanding Emerging warrant will be exchanged for 600,000 Newco warrants.

Additionally, each issued and outstanding common share and warrant issued pursuant to the proposed private placement shall be exchanged into one Newco common share and one Newco warrant on a one-for-one basis.

Terms of the proposed transaction

The LOI serves as an agreement in principle concerning a business combination between Margaret Lake and Emerging that will result in a reverse takeover of Margaret Lake. The proposed transaction will take the form of a business combination between Margaret Lake and Emerging whereby the Margaret Lake securities and Emerging securities will be exchanged on a one-for-one basis for an equivalent security of the resulting issuer (other than Emerging shares or Margaret Lake common shares held by shareholders who exercise their dissent rights, if applicable).

Pursuant to the rules of the TSX Venture Exchange, a halt in trading is expected to continue until the completion of the proposed transaction. Sponsorship pursuant to rules of the TSX-V may be required, and Margaret Lake may apply for a waiver. Margaret Lake has not yet engaged a sponsor.

The completion of the proposed transaction is also subject to several other conditions set out in the LOI, including approval by the directors of the company and Emerging, satisfactory completion of due diligence, applicable regulatory approvals, and applicable shareholder approvals. A more comprehensive news release will be issued by Margaret Lake disclosing details of the proposed transaction, including financial information respecting Emerging, the names and backgrounds of all persons who will constitute insiders of the resulting issuer, and information respecting sponsorship, once an agreement has been finalized and certain conditions have been met, including:

1. Satisfactory completion of due diligence;
2. Execution of the definitive agreement.

The exchange may require some or all of the Newco common shares issued to the holders of the Emerging shares to be held in escrow pursuant to the requirements of the exchange. The proposed transaction is subject to: satisfactory completion of due diligence, the execution of a definitive agreement, among other details, final approval of the exchange and standard closing conditions.

Proposed private placement

Pursuant to the LOI, the parties have agreed to use their commercially reasonable efforts to cause Emerging to complete the proposed private placement at a price per unit of 30 cents to raise gross proceeds of up to $1.5-million or such other amount as the parties may agree to. The parties may engage an agent or syndicate of agents for the proposed private placement. A commission may be paid to the agents or to individual registrants (including selling group members). The agents may also be granted broker warrants of the number of private placement common shares sold by the agents (including selling group members) in the proposed private placement, with each broker warrant entitling the holder thereof to purchase one common share of the resulting issuer at a price equal to the price paid per private placement common share. Further particulars of the proposed private placement will be disseminated in a news release to be issued upon finalization of its terms.

Each unit is expected to have a subscription price of 30 cents per unit and is expected to be composed of one common share in the capital of Emerging and one common share purchase warrant of Emerging. Each Emerging warrant entitles the holder thereof to purchase one Emerging share at a price of 60 cents per Emerging share expiring three years from the completion of a going-public transaction. In the event that Emerging has not completed a going-public transaction within four months following the closing date, the subscriber shall have the right to be issued by Emerging, and Emerging shall issue to the subscriber, for no additional consideration from the subscriber, such number of additional Emerging shares as is equal to 10 per cent of the number of Emerging shares comprising the units purchased by and issued to the subscriber pursuant to the subscribers subscription agreement at the closing time.

Qualified person statement

The technical information in this news release related to the Vayk Gold, Geghi Gold and Copper Plus assets is based on, and fairly represents, information in the NI 43-101 report compiled by Ricardo A. Valls, MSc, PGeo, an independent and qualified person as defined by NI 43-101. Mr. Valls confirms that he has reviewed this press release and that the scientific and technical information concerning the deposit is consistent with the NI 43-101 report.

Trading in the listed securities of Margaret Lake will remain halted pursuant to Policy 5.2 Section 2.5 of the exchange.

Mineral resource

1. Azatek:

• Based on technical report titled "NI 43-101 Technical Report, Azatek Deposit, Armenia," with an effective date of Jan. 15, 2023, Ricardo A. Valls, MSc, PGeo, Valls geoconsultant, Toronto, Ont.

2. Voskedzor:

• Based on technical report titled "Updated Technical Report, Geghi Ore Belt, Kapan, Armenia," with an effective date of Jan. 15, 2023, Ricardo A. Valls, MSc, PGeo, Valls geoconsultant, Toronto, Ont.

3. Archut:

• Based on technical report titled "Update of the Technical Report of the Lernajur Project and the Archut Target, Lori, Armenia," with an effective date of Jan. 15, 2023, Ricardo A. Valls, MSc, PGeo, Valls geoconsultant, Toronto, Ont.

• Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resources will be converted into mineral reserves. The estimate of mineral resources may be materially affected by environmental permitting, legal, title, taxation, socio-political, marketing or other relevant issues.
• The attached global resource estimate table is provided for informational purposes only and is not intended to represent the viability of any project on a stand-alone or global basis. The exploration and development of each project, project geology, and the assumptions and other factors underlying each estimate are not uniform, and will vary from project to project. Please refer to the technical report for each respective project, as referenced herein, for detailed information respecting each individual project.
• All quantities are rounded to the appropriate number of significant figures. Consequently, sums may not add up due to rounding.

We seek Safe Harbor.