Magna Mining Inc. Closes Qualifying Transaction

MAGNA MINING INC. CLOSES QUALIFYING TRANSACTION

Toronto, Ontario, May 5, 2021 – Magna Mining Inc. (formerly CT Developers Ltd.) (the “Company”) is pleased

to announce that, effective May 4, 2021, it has completed the acquisition of all of the issued and outstanding

securities of Magna Mining Corp. ( “Magna”), which is intended to constitute the Company ’s qualifying

transaction (the “Qualifying Transaction”) as defined under the policies of the TSX Venture Exchange (the

“Exchange”).

Final acceptance of the Qualifying Transaction will occur upon the issuance of the Final Exchange Bulletin (the

“Bulletin”) by the Exchange, following which the Company will be classified as a Tier 1 Mining Issuer, trading

under the symbol “NICU”. Subject to such final approval, trading of the Company ’s common shares (each, a

“Share”) on the Exchange is expected to commence on or about May 11, 2021. The Company will issue a news

release once the Exchange issues the Bulletin and confirms the listing date.

Immediately prior to the closing of the Qualifying Transaction (the “Closing”), the Company effected a

consolidation of its outstanding Shares on the basis of one post -consolidation Share for each four pre-

consolidation Shares (the “Consolidation”), and changed its name from “CT Developers Ltd.” to “Magna Mining

Inc.” (the “Name Change”). The Consolidation and the Name Change, among other matters, were approved by

the shareholders of the Company at an annual and special meeting of shareholders held on March 1, 2021.

The Qualifying Transaction was completed by way of a three -cornered amalgamation pursuant to which,

among other things, (i) Magna amalgamated with 2813443 Ontario Inc. , a wholly-owned subsidiary of the

Company, pursuant to the provisions of the Business Corporations Act (Ontario) and continued as an

amalgamated corporation under the name “Magna Mining (Canada) Corp. ” (“Amalco”), and (ii) all of the

outstanding common shares of Magna ( each, a “Magna Share ”) were exchanged for an aggregate of

61,832,817 post-Consolidation Shares (including the Shares issued on conversion of the Magna subscription

receipts as described below) on the basis of 1.625 Shares for each Magna Share (the “Exchange Ratio”), and

the convertible securities of Magna were replaced with convertible securities of the Company.

In connection with the Closing, all subscription receipts issued by Magna on February 12, 2021 in connection

with its $7 million brokered private placement, which was conducted through a syndicate of agents led by

Canaccord Genuity Corp., and including Paradigm Capital Inc., Desjardins Securities Inc. and Eight Capital (the

“Concurrent Financing”), were automatically converted, without payment of additional consideration, into an

aggregate of 17,763,768 post-Consolidation Shares and 8,881,884 common share purchase warrants of the

Company (each a “Warrant”) based on the Exchange Ratio. Each Warrant is exercisable into one Share at a

price of $0.615 per Share for a period of 18 months following the Closing , subject to adjustment in certain

events and the right of the Company to accelerate the expiry date of the Warrants, if, at any time following the

date that is four months and one day following the closing of the Concurrent Financing, the volume-weighted

average trading price of the Shares for any 10 consecutive trading days is greater than $0.92 per Share .

Proceeds from the Concurrent Financing have been released from escrow to the Company.

Additional information with respect to the Qualifying Transaction and the business of the Company as a result

of the Closing is available in the Company ’s filing statement dated March 31, 2021 (the “Filing Statement”),

which is available on the Company’s SEDAR profile at www.sedar.com.

The Company intends to email Direct Registration System (“DRS”) advices to all former shareholders of Magna

for whom it has email addresses prior to May 7, 2021 (other than those shareholders that previously requested

their Shares be issued in certificated form) setting out each holder’s shareholdings. DRS advices will be mailed

to any shareholders for whom the Company does not have email addresses. Shareholders wishing to confirm

their email address to the Company should contact Jason Jessup at [email protected].

Shareholders wishing to receive a phy sical share certificate should contact the Company ’s transfer agent,

Computershare Investor Services Inc. for information on how to obtain a physical share certificate in place of

a DRS advice. The ISIN number for the Shares is CA55925F1027.

Outstanding and Escrowed Shares

Following the Closing, there are 63,717,429 post-Consolidation Shares issued and outstanding on an undiluted

basis. As disclosed in the Filing Statement, 21,616,958 Shares (representing approximately 33.9% of the issued

and outstanding Shares on an undiluted basis) and 1,665,625 stock options of the Company have been

deposited into escrow with TSX Trust Company pursuant to a Tier 1 value security escrow agreement, and an

additional 257,500 Shares remain subject to a capital pool company escrow agreement.

Board of Directors

Following the Closing, the board of directors of the Company is comprised of Jason Jessup, Derrick Weyrauch,

Vernon Baker, Carl DeLuca and John Seaman, and officers of the Company are Jason Jessup (Chief Executive

Officer), Derrick Weyrauch (Interim Chief Financial Officer ) and Paul Fowler (Senior Vice President and

Corporate Secretary). Information regarding the backgrounds of directors and management of the Company

can be found in the Filing Statement.

Early Warning Requirements – Jason Jessup

Jason Jessup, the Chief Executive Officer and a director of the Company, announces his intention to file an early

warning report in accordance with Multilateral Instrument 62 -104 – Take-Over Bids and Issuer Bids and

National Instrument 62 -103 – The Early Warning System and Related Take -Over Bid and Insider Reporting

Issuers for securities of the Company.

Mr. Jessup intends to file an early warning report related to the acquisition of 10,345,884 Shares issued in

exchange for his Magna Shares in connection with the Closing.

Immediately prior to the Closing, Mr. Jessup did not, di rectly or indirectly, hold any Shares. Immediately

following the Closing, Mr. Jessup holds, directly or indirectly, an aggregate of 10,345,884 Shares (representing

approximately 16.2% of the issued and outstanding Shares on an undiluted basis ), as well as 40,625 stock

options and 12,512 Warrants . Mr. Jessup directly holds 327,109 Shares and beneficially owns or controls

10,018,775 Shares registered in the name of Mine Management Partners Limited, a company controlled by Mr.

Jessup. Certain of the Shares and all stock options of the Company held by Mr. Jessup, directly or indirectly,

were deposited into escrow in connection with the Closing, as described above.

In accordance with applicable securities laws, Mr. Jessup may, from time to time and at any time, acquire

additional Shares and/or other equity, debt or other securities or instruments of the Company in the open

market or otherwise, and reserves the right to dispose of any or all of such securities in the open m arket or

otherwise at any time and from time to time, and to engage in similar transactions with respect to such

securities, the whole depending on market conditions, the business and prospects of the Company and other

relevant factors, subject to applicable escrow restrictions.

To obtain a copy of the early warning report, please contact Mr. Jessup at [email protected].

Additionally, a copy of the early warning report will be filed by Mr. Jessup under the Company ’s profile on

SEDAR at www.sedar.com.

For more information, contact:

Magna Mining Inc.

Jason Jessup

Chief Executive Officer

Phone: (705) 665-0262

Email: [email protected]

Cautionary Statements

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) has in an y way

passed upon the merits of the Qualifying Transaction and neither of the foregoing entities accepts responsibility for the adequacy

or accuracy of this release or has in any way approved or disapproved of the contents of this press release.

Certain statements contained in this press release constitute forward -looking information, including statements regarding the

expected issuance of the final Bulletin and the expected commencement of trading of the Shares on the Exchange . These

statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”,

“projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to

identify forward-looking information and are based on the parties’ current belief or assumptions as to the outcome and timing of

such future events. A ctual future results may differ materially. The business of the Company is subject to a number of material

risks and uncertainties. Please refer to the Filing Statement and other SEDAR filings for further details. Various assumption s or

factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information.

Those assumptions and factors are based on information currently available to the parties. The material factors and assumptions

include the parties being able to obtain the necessary corporate, regulatory and other third parties approvals. The forward looking

information contained in this release is made as of the date hereof and the parties are not obligated to update or revise any

forward looking information, whether as a result of new information, future events or otherwise, except as required by applicable

securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue relia nce

on forward looking information. The foregoing statements expressly qualify any forward looking information contained herein.