Skarb Enters into Definitive Agreement to Acquire Victorian GOLD Projects

(SKRB-CSE)

FOR IMMEDIATE RELEASE October 9, 2020

SKARB ENTERS INTO DEFINITIVE AGREEMENT

TO ACQUIRE VICTORIAN GOLD PROJECTS

Vancouver, British Columbia (October 9, 2020) – Skarb Exploration Corp. (CSE: SKRB) (“Skarb”

or the “Company”) is pleased to announce that, further to the Company’s news release dated August 25,

2020, it has entered into a definitive asset purchase agreement dated October 9, 2020 (the “Asset Purchase

Agreement”) with Petratherm Limited (“Petratherm”) (ASX: PTR) pursuant to which Skarb will, subject

to certain conditions, acquire certain gold projects located in Victoria, Australia (the “Projects”) from

Petratherm (the “Transaction”). The Transaction will constitute a “Fundamental Change” within the

meaning of the policies of the Canadian Securities Exchange (the “Exchange”).

About the Projects

The Projects consist of (a) one exploration license and three exploration license applications known as the

Silver Spoon Orogenic Gold, the Yuengroon Orogenic Gold Project, and the Ballarat West Gold Project,

respectively (collectively, the “Petratherm Tenements”) and (b) Petratherm’s right, title and interest (the

“JV Interest”) in a mining and joint venture agreement (the “JV Agreement”) dated July 7, 2020 among

Petratherm, Cape Clear Minerals Pty Ltd. and Predictive Discovery Limited (the “JV Owners”) for the

Glenfine Gold Project.

Pursuant to the JV Agreement, the JV Owners have an option (the “Pre-Emption Right”), exercisable

within 15 business days after receiving a formal disposal notice from Petratherm, to acquire the JV Interest

upon the same terms as the Transaction.

Terms of the Transaction

Pursuant to the Asset Purchase Agreement, the Company will acquire the Projects in exchange for the

issuance of an aggregate 100,000,000 common shares of the Company (each, a “Consideration Share”) at

a deemed price of $0.18 per share. If the Pre-Emption Right is exercised by the JV Owners, the Company

will only acquire the Petratherm Tenements and the number of Consideration Shares will be reduced to

50,000,000.

Pursuant to the policies of the Exchange, the Transaction requires approval of the shareholders of the

Company (the “Shareholder Approval”). The Company intends to obtain the Shareholder Approval by

way of written consent of the holders of the majority of the common shares in the capital of the Company.

Conditions to Completion of the Transaction

Completion of the proposed Transaction is subject to a number of conditions precedent, including, but not

limited to, (i) acceptance by the Exchange and receipt of other applicable regulatory approvals; (ii) receipt

of the Shareholder Approval; (iii) receipt of consent of the JV Owners (which, pursuant to the JV

Agreement, may not be unreasonably withheld or delayed), and (iv) completion by Skarb of a private

placement for gross proceeds of at least $4,000,000. There can be no assurance that the Transaction will be

completed as proposed or at all.

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About Skarb Exploration Corp.

Skarb, soon to be re-named Outback Goldfields Corp., subject to shareholder and regulatory approval, is

engaged in the business of mineral exploration with an objective to locate and develop economic mineral

properties. The Company has entered into an agreement to acquire a package of highly prospective gold

projects located in and around the Fosterville Gold mine in Victoria, Australia. The goldfields of Fosterville

are home to some of the highest grade and lowest cost mining in the world.

On behalf of the board,

~signed

Craig Parry, Chairman

Contact Information: For more information, please contact:

Chris Donaldson, CEO

Tel: (604) 813-3931

Email: [email protected]

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This news release includes certain “forward-looking statements” under applicable Canadian securities

legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms

and conditions of the proposed Transaction; the terms and conditions of the proposed Private Placement;

use of proceeds from the Private Placement; and the business and operations of the Company after the

proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and

assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and

other factors which may cause the actual results and future events to differ materially from those expressed

or implied by such forward-looking statements. Such factors include, but are not limited to: general

business, economic, competitive, political and social uncertainties; delay or failure to receive board,

shareholder or regulatory approvals; the price of gold and copper; and the results of current exploration.

There can be no assurance that such statements will prove to be accurate, as actual results and future events

could differ materially from those anticipated in such statements. Accordingly, readers should not place

undue reliance on forward-looking statements. The Company disclaims any intention or obligation to

update or revise any forward-looking statements, whether as a result of new information, future events or

otherwise, except as required by law.

Completion of the Transaction is subject to a number of conditions. The Transaction cannot close unless

such conditions are satisfied or waived. There can be no assurance that the Transaction will be completed

as proposed or at all.

Investors are cautioned that, except as disclosed in the listing statement to be prepared in connection with

the Transaction, any information released or received with respect to the Transaction may not be accurate

or complete and should not be relied upon.

The Canadian Securities Exchange has in no way passed upon the merits of the proposed Transaction and

has neither approved nor disapproved the contents of this news release.