Asset Purchase Agreement with Goldeneye Capital
Project One Resources Ltd
#1710, 1177 West Hastings Street
Vancouver, BC, Canada, V4E 3L6
PROJECT ONE ANNOUNCES ASSET PURCHASE AGREEMENT WITH GOLDENEYE CAPITAL
VANCOUVER, BC, October 5, 2021 – Project One Resources Ltd. (CSE: PJO) (the “ Company” or “ Project
One”) announces that, further to its news releases dated September 23, 2021 and August 16, 2021, the
Company has entered into an asset purchase agreement with Goldeneye Capital Corp. (“ Goldeneye”),
dated October 5, 2021 (the “ Definitive Agreement”), in respect of the acquisition of two gold mining
properties located in Guyana, the Tassawini Property and the Harpy Property (collectively the
“Properties”), from Goldeneye (the “Acquisition”).
Summary of Definitive Agreement and Acquisition
Pursuant to the Definitive Agreement, the Company will: (i) issue a total of 50,000,000 common shares in
the capital of the Company (the “ Consideration Shares”) to Goldeneye, at a deemed price of $0.25 per
Consideration Share, (ii) make a one-time cash payment of US$500,000 to Goldeneye; and (iii) grant a 3%
net smelter royalty over the Tassawini Property to Goldeneye. The Consideration Shares will be subject
to escrow and hold periods as prescribed by the policies of the CSE and Canadian securities laws.
The Definitive Agreement contains a number of customary conditions precedent to Closing, including but
not limited to (i) entering into such closing documents as required under local law in Guyana in connection
with the acquisition of the Properties; and (ii) the receipt of all requisite regulatory, stock exchange, or
governmental authorizations and consents, including the CSE.
Pursuant to the terms of the Definitive Agreement, the Resulting Issuer (as defined herein) will own the
Properties via an irrev ocable power of attorney, retaining full economic and exclusive interest in the
Properties.
Upon successful completion of the Acquisition, the resulting company (the “ Resulting Issuer ”) will
continue the business of the exploration of the Tassawini Propert y and will change its name to “Alerio
Gold Corp.”.
Disclosure and Caution
Additional information in respect of the Acquisition will be included in the Company’s listing statement to
be filed with the CSE in connection with the Acquisition and which will be available on the Company’s
SEDAR profile at www.sedar.com.
About the Properties
Tassawini: is an advanced stage exploration project with an historical resource with significant exploration
potential. It has infrastructure (camp, air strip and docking facility) in place and is licensed for mining.
Tassawini will be the primary project of Alerio Gold Corp.
Harpy: is an early -stage exploration play. It is adjacent to the Aurora g old deposit owned by Guyana
Goldfields that was recently purchased by Zijin Mining for $323 million.
About Project One Resources:
Project One’s wholly owned initial project, the Aura Property, is made up of 2,706 hectares of contiguous
claims and is located approximately 150 kilometers east of Vancouver, British Columbia.
About Goldeneye Capital Ltd.
Goldeneye Capital Ltd. is a Guyanese based precious metal acquisition company whose goal is to identify
and acquire prime mineral rights and advanced properties in Guyana, South America. Goldeneye focuses
on and advances exploration properties and product ion assets for the purposes of joint ventures and
outright sales.
ON BEHALF OF THE BOARD OF DIRECTORS
Ron Shenton,
President and Chief Executive Officer
www.P1R.ca
Forward-Looking Information
This press release contains forward-looking statements. Forward-looking statements can be identified by
the use of words such as, “anticipates”, “expects”, “is expected”, “intends”, “believes”, or variations of
such words and phrases or state that certain action s, events or results “may” or “will” be taken, occur or
be achieved. Forward-looking statements include those relating to the acquisition by Project One of all of
the Properties and the corresponding issuance of the Consideration Shares, the satisfaction o f necessary
terms and conditions of the Definitive Agreement to complete the Acquisition, and the ownership of the
Properties via power of attorney
. Forward-looking statements are not a guarantee of future performance and are based upon a number of
estimates and assumptions of management in light of management’s experience and perception of trends,
current conditions and expected developments, including assumptions related to the ability of both
companies to successfully complete all the conditions preced ent under the Definitive Agreement and the
companies receiving all necessary future approvals and permits. Actual results, performance or
achievement could differ materially from that expressed in, or implied by, any forward-looking statements
in this press release, and, accordingly, undue reliance should not be placed on any such forward -looking
statements and they are not guarantees of future results. Forward-looking statements involve significant
risks, assumptions, uncertainties and other factors that m ay cause actual future results or anticipated
events to differ materially from those expressed or implied in any forward -looking statements. Except as
required by law, Project One undertakes no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise.
The CSE nor its market regulator does not accept responsibility for the adequacy or accuracy of this news
release. The CSE has in no way passed upon the merits of the proposed Transaction and has neither
approved nor disapproved the contents of this news release.