Cerrado Gold Inc. (TSXV:CERT) entered into a definitive agreement to acquire Voyager Metals Inc. (TSXV:VONE) for CAD 14.1 million on March 7, 2023. Under the terms of the Arrangement Agreement, Voyager shareholders would receive one (1) common share of Cerrado ("Cerrado Share") for every six (6) common shares of Voyager (the "Exchange Ratio"). The Exchange Ratio implies consideration of CAD 0.1523 per Voyager Share. At closing, existing Cerrado and Voyager shareholders will own approximately 82% and 18% of the combined company, respectively, on a fully-diluted basis. The combined company will continue trading under the name Cerrado Gold Inc. and the ticker symbol TSX.V:CERT. In connection with the Arrangement, Cerrado has entered into a subscription agreement (the "Subscription Agreement") with Voyager pursuant to which Cerrado has agreed to subscribe for and purchase Voyager Shares at a price per Voyager Share equal to the Transaction Price, as part of a larger non-brokered private placement (the "Private Placement") of Voyager for gross proceeds of up to CAD 4.725 million to be completed prior to the closing of the Arrangement. As of March 15, 2023, Voyager has closed the non-brokered private placement in conjunction with the proposed the business combination with Cerrado. Subsequent to the Private Placement, Cerrado holds approximately 19.6% of the issued and outstanding Voyager Common Shares. Voyager shall pay a termination fee of CAD 400,000 to Cerrado and Cerrado shall pay a termination fee of CAD 400,000 to Voyager. The deal is subject to the satisfaction of a number of conditions, including: the approval of the Voyager shareholders for the Arrangement at special meeting of Voyager shareholders (the "Voyager Meeting"), court approval, and the receipt of all applicable regulatory approvals (including the acceptance of the TSXV), and the satisfaction of certain other closing conditions customary in transactions of this nature. The Arrangement and Private Placement have been unanimously approved by the members of the respective boards of directors of Cerrado and Voyager. As of May 4, 2023, the shareholders meeting of Voyager is scheduled on May 24, 2023. As of May 24, 2023, the shareholders and option holders of Voyager has approved the transaction. As of May 26, 2023, the Ontario Superior Court of Justice (Commercial List) issued a final order approving the Arrangement. Conor Dooley of WeirFoulds LLP is legal counsel to Cerrado. Echelon Capital Markets acted as financial advisor and fairness opinion provider to the Special Committee and Chris Doucet of Bennett Jones LLP is legal counsel to Voyager. Capital Transfer Agency, Ulc acted as transfer agent and Wasserman Ramsay acted as accountant to Voyager. TSX Trust Company acted as transfer agent and KPMG LLP acted as accountant to Cerrado.

Cerrado Gold Inc. (TSXV:CERT) completed the acquisition of Voyager Metals Inc. (TSXV:VONE) on May 31, 2023. Following completion of the Arrangement, the Voyager Shares are expected to be de-listed from the TSX
Venture Exchange as soon as reasonably practicable, and in any event on or about June 5, 2023.