2727957 Ontario Inc. entered into a non-binding offer letter to acquire Continental Gold Inc. (TSX:CNL) from a group of shareholders for CAD 1.1 billion on October 24, 2019. 2727957 Ontario Inc. entered into a definitive agreement to acquire Continental Gold Inc. from a group of shareholders on December 2, 2019. 2176423 Ontario Ltd. has agreed to acquire all of the outstanding shares of Continental at a price of CAD 5.50 per share in cash and all outstanding securities convertible into such common shares will also be acquired on the same basis. Newmont Goldcorp Corporation will receive approximately CAD 342.2 million ($260 million) for the sale of its minority stake in Continental Gold. As of February 19, 2020, Continental Gold announced that an affiliate of Zijin Mining Group Co., Ltd. has agreed to provide up to an additional $50 million (CAD 66.3 million) unsecured loan to Continental Gold. The proceeds of the Loan will be advanced in up to three tranches, with the first $25 million (CAD 33.1 million) expected to be funded in the near term. The second advance of up to $25 million (CAD 33.1 million) will be funded immediately prior to closing of the Transaction and used to pay closing costs. Any amount not advanced as part of the first or second advance will be advanced to Continental Gold in a third and final tranche. Each advance is subject to certain conditions precedent. The total equity value pursuant to the transaction is approximately CAD 1.4 billion on a fully diluted basis. Under certain circumstances, Zijin Mining Group Company Limited, parent of Gold Mountains (Hong Kong) International Mining Company Limited which is an affiliate of 2176423 Ontario Ltd. would be entitled to a $35 million (CAD 46.52 million) termination fee and Continental would be entitled to a $35 million (CAD 46.52 million) reverse termination fee or may require Zijin to purchase $35 million (CAD 46.52 million) of Continental shares at the offer price. A certain amount of Continental Gold's liabilities will be undertaken by its shareholder after the acquisition. In connection with the transaction, Zijin has agreed to provide Continental with $50 million (CAD 66.45 million) by subscribing for convertible debentures, subject to regulatory approval. Following the closing of the transaction, the common shares will be de-listed from the Toronto Stock Exchange and will not be available for trading on the Toronto Stock Exchange or the OTCQX International.

Newmont Goldcorp Corporation and Directors and officers of Continental collectively holding approximately 21.5% of the outstanding Continental common shares have entered into voting support agreements to support the transaction. The agreement includes, among other things, a non-solicitation covenant on the part of Continental (subject to customary fiduciary out provisions) and a right for Zijin to match any competing offer that constitutes a superior proposal. The transaction is not subject to a financing condition. The transaction will be subject to the approval of at least 66-2/3% of the votes cast by shareholders and more than 50% of the votes cast by disinterested shareholders at a special meeting of Continental shareholders expected to be held in January 2020. In addition to shareholder approval, the transaction is also subject to the receipt of certain regulatory approvals including the ICA approval, the PRC approvals and other regulatory approvals, court and stock exchange approvals and other closing conditions. Transaction is also subject to the dissent rights shall not have been validly exercised (and not withdrawn) with respect to more than 10% of the issued and outstanding Common Shares. The transaction has been unanimously approved by the Board of Directors of Continental based in part on the unanimous recommendation of a special committee of independent Directors of Continental, the fairness opinion that the Board received from Maxit Capital and the fairness opinion that the Special Committee received from Cormark Securities. The proposal in relation to the acquisition was considered and approved at the Zijin Mining's Board's extraordinary meeting on 2 December 2019. As of December 3, 2019, a special meeting of the shareholders of Continental Gold will be held on January 28, 2020. As of January 28, 2020, the transaction has been approved by the shareholders of Continental Gold. As of January 30, 2020 Continental Gold has received a final order from the Ontario Superior Court of Justice approving the deal. As of February 27, 2020, Zijin received the Canadian Investment Canada Act approval, as well as all three of the required regulatory approvals from the People's Republic of China. The transaction is to be completed within 4 months after signing of the agreement. If the relevant governmental approvals have not been obtained within 4 months, the time of closing may be extended by a period of 1-2 months. As of December 31, 2019, the transaction is expected to close in first quarter of 2020. As of February 27, 2020, the transaction is expected to be completed within 10 business days, subject to satisfying certain other closing conditions.

Maxit Capital LP has provided an opinion to the Continental Board of Directors and Cormark Securities Inc. has provided an opinion to the special committee, respectively, stating that, based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration offered to the Continental shareholders pursuant to the transaction is fair, from a financial point of view, to the Continental shareholders. Credit Suisse acted as financial advisor to Zijin and Joyce Lee, Daniel Bornstein, Jason Gudofsky, Pavan Jawanda and Christopher Langdon, of McCarthy Tétrault LLP acted as legal advisors to 2727957 Ontario Inc. Maxit Capital LP acted as financial advisor to Continental. Jay Goldman, lindsay Clements, Paul M. Stein, Jeffrey P. Roy, Ali Naushahi, Jennifer Wasylyk, Christopher B. Norton, Chris Hersh of Cassels Brock & Blackwell LLP acted as legal advisors to Continental and John Turner and Brad Freelan of Fasken Martineau DuMoulin LLP acted as legal counsels to the special committee of Continental Gold. Cormark Securities Inc. acted as financial advisor to the special committee of Continental Gold. Chungs Lawyers acted as legal advisor to Zijin Mining Group in the transaction. Laurel Hill Advisory Group, LLC acted as information agent for Continental Gold Inc.