C2C Gold agrees to acquire Rock Gold Corp., appointments

Vancouver, British Columbia, June 10, 2022 (GLOBE NEWSWIRE) – C2C Gold Corp (CSE: CTOC; OTCQB: CTCGF) (“a company“or”C2C“) today announced that it has entered into a share purchase agreement with The Rock Gold Corp. (“ROCK GOLD“) under which the Company will acquire all issued and outstanding shares of Rock Gold for a total of 12,250,000 ordinary shares of the Company. Rock Gold is a Newfoundland-based gold prospecting company with rights to certain mineral claims in Newfoundland. In connection with the acquisition of Rock Gold, William M. Sheriff has been appointed as director of the company.

Rock Gold holds more than 40 mineral licenses in Newfoundland with projects located along most of the major gold bearing directions. In addition, Rock Gold owns 5 properties, two of which are ready for prospecting, under the option of well-known local prospectors. These projects complement C2C’s already large mining rights package. C2C was very successful in 2021 having identified several geochemical and geophysical anomalies across their Newfoundland characteristics. The combination of the two companies will provide a pipeline of projects from the early exploration stage through turnkey drilling with known gold incidents documented on most projects, all located along major structures.

Please see project maps at https://bit.ly/39hJZ68.

Pursuant to the share purchase agreement, the Company has agreed to issue a total of 12,250,000 ordinary shares of the Company to Rock Gold shareholders on a pro-rata basis. In exchange for Rock Gold common stock, the Company will issue to Rock Gold shareholders one C2C stock for every two Rock Gold shares. C2C shares to be issued to Rock Gold’s directors, officers and advisors will be subject to escrow provisions with 25% of the shares to be released immediately and 25% of the shares every four months thereafter.

Laurie Walton, The C2C Gold Director commented, “I am delighted to welcome William to the Board of Directors of C2C Gold on behalf of the Board of Directors, and the Board of Directors is pleased to see this transaction come to fruition. Rock Gold’s business and assets add a significant advantage to C2C’s existing asset portfolio. This transaction allows the combined entity to benefit from of geological and financial expertise to advance high quality exploration projects while identifying other projects in its portfolio available to joint venture, sale or option, allowing C2C to monetize these projects through participation and retention of equity and/or sales proceeds.It also allows the company to create opportunities Discover while minimizing project risk and increasing financial sustainability with the ultimate goal of creating equity for the company. We are excited about the expanded opportunity to generate more financing options and access to capital, while reducing the exploration model and financing risk.”

William M. Sheriff, Director

Mr. Sharif is a businessman and geologist with over 40 years of experience in the minerals industry and known for his prospecting capabilities throughout North America. In addition to being responsible for significant capital increases along with corporate development, Mr. Sharif has pioneered the uranium renaissance as Co-Founder and Chairman of Energy Metals Corp. He was responsible for assembling the largest domestic uranium resource base in US history before Uranium One Corp. acquired the company for $1.8 billion in 2006.

Mr. Sharif is the founder and CEO of enCore Energy Corp. (TSXV: EU), and has led the company’s development from inception into a near-term product with a multi-jurisdictional asset base in the United States.

Mr. Sharif also has a keen interest in the gold prospecting sector with personal and corporate gold prospecting assets across the United States. In addition to his personal business interests, Mr. Sharif is the Non-Executive Chairman of the Board of Directors of Saber Gold Corp. He is director and co-founder of Group 11 Technologies Inc, a private company committed to the development and application of environmental technologies. and socially responsible extraction of precious metals as an alternative to traditional mining methods. Previously he was the director of Exploits Discovery Corp. He was the CEO of Golden Predator Mining Corp.

The company granted 200,000 stock options to William M. Sheriff with 25% immediate vesting and 25% every 6 months thereafter. Stock options can be exercised for five years at an exercise price of $0.20 per common share.

Effective immediately, Janet Lee Sheriff has resigned from the Board of Directors and will remain CEO on a temporary basis. The company is currently completing the search for executive directors. The deal with Rock Gold was unanimously approved by C2C’s board of directors with Ms Lee-Sheriff abstaining due to the potential for a conflict of interest.

About The Rock Gold Corp.

A privately owned gold prospecting company based in Newfoundland that holds rights to certain mineral claims in Newfoundland through direct control of mineral licenses or through option agreements on mineral licenses. The company has been actively acquiring projects in Newfoundland since the early days of the current Newfoundland Gold Rush in 2020.

About C2C He went corp.

C2C is a Canadian mineral exploration company focused on acquiring and developing mineral projects in Newfoundland, Canada and has recently discovered visible gold in floating quartz veins in the Atlas region of the Millertown property in the central Newfoundland Gold Belt. The company controls more than 1260 km2, one of the largest onshore sites in central Newfoundland Goldbelt, including the Badger, Millertown, Barrens Lake, South Tally and Lake Douglas developments with access to roads, proximity to communities and power lines. C2C also has a portfolio of projects within the Canadian Yukon’s White Gold and Klondike regions.

for additional Information:
Camille Chu
Chief Financial Officer
(833) 888-2862
[email protected]
www.c2cgold.com

Neither The Canadian Guarantees exchange Nor that it Market Organizer (as such who – which term he is identifier in Policies From The Canadian Guarantees exchange) accept the responsibility for The capacity or health From this is Release.

forward-looking statements
This news release may contain forward-looking statements that are subject to risks and uncertainties and may be identified through the use of forward-looking terms such as “expected,” “will,” “expected,” “may,” or various such variations. Words, phrases or phrases that will “happen” some action, event, or outcome. All statements included within statements of historical facts, with the exception of statements of historical facts, should be considered forward-looking. The forward-looking statements contained in this press release include, but are not limited to, completion of the acquisition of Rock Gold. Although the Company believes that the expectations expressed in such forward-looking statements are based on reasonable assumptions, these statements are not guarantees of future performance and actual results or developments may differ materially from those stated in the forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove to be accurate and, therefore, readers are advised to rely on their own assessment of such doubts. We assume no obligation to update any forward-looking statements except as required by applicable laws.

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