O3 Mining Inc. entered into an agreement to acquire Kinebik Gold Project from NewOrigin Gold Corp. for approximately CAD 0.2 million on May 16, 2023. O3 will pay to NewOrigin CAD 0.05 million in cash and an aggregate of 88,402 common shares.

The deal is subject to the receipt of all required regulatory approvals including the approval of the TSX Venture Exchange. Pursuant to the Agreement, Elijah Tyshynski and Alex Rodriquez Tovalino have agreed to resign from the board of directors of NewOrigin effective as of the closing date of the Transaction. Tyshynski and Rodriguez serve as Chief Financial Officer and Vice President of Corporate Development of O3, respectively.

The proceeds of the Transaction will be used to advance NewOrigin's flagship Sky Lake gold project in Ontario. Closing of the Transaction is anticipated to occur on or around June 7, 2023. As of June 13, 2023, the transaction proceeded by way of two separate closings.

Under the first closing , NewOrigin sold a portion of its rights, titles and interest in the Property for a cash consideration of CAD 50,000 and 0.029467 common shares of the Corporation. Under the second closing, NewOrigin has agreed to sell its remaining rights, titles and interest in the Property not sold under the First Closing for 0.058,935 common shares of the Corporation. The Second Closing will be completed as soon as reasonably practicable following NewOrigin obtaining disinterested shareholder approval of the Transaction, but in any event no later than December 31, 2023.

The First Closing Share Consideration and the Second Closing Share Consideration are subject to a hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws.