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Alerio Gold (Formerly, Project One Resources Ltd.) Closes Acquisition of Two Mining Properties with Goldeneye Capital

Alerio Gold (Formerly, Project One Resources Ltd.) Closes Acquisition of Two Mining Properties with Goldeneye Capital

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

VANCOUVER, BC, October 29, 2021 – Alerio Gold Corp. (CSE: ALE) (formerly, Project One Resources Ltd.) (CSE: PJO) (the “Company” or “Alerio Gold”) announces that further to its news releases dated October 5, 2021 and September 23, 2021, the Company has successfully closed the acquisition (the “Acquisition”) of two gold mining properties located in the Co-operative Republic of Guyana, the Tassawini Property and the Harpy Property (collectively the “Properties”) from Goldeneye Capital Ltd. (“Goldeneye”), pursuant to an asset purchase agreement entered into between the Company, Goldeneye, and Chatradharee Mohan, dated October 5, 2021 (the “Definitive Agreement”).

Proposed Listing of the Company

The Company is a reporting issuer in the Provinces of British Columbia, Alberta, and Ontario. On September 22, 2021, the Company received the conditional approval of the Canadian Securities Exchange (the “CSE”) to list the common shares in the capital of Alerio Gold (the “Common Shares”) on the CSE. As of the date of this press release, the Company is working towards meeting the listing requirements of the CSE, and, subject to the final approval of the CSE, the Common Shares are expected to commence trading on the CSE under the ticker symbol “ALE”. Trading of the Common Shares is presently halted and will recommence upon approval from the CSE. The Company intends to announce the exact date of the commencement of trading in due course by way of a further press release.

New Board and Management

As part of the Acquisition, the management and board of directors of the Company was reconstituted to consist of the following individuals: Jonathan Challis (Chief Executive Officer and Director), Geoffrey Balderson (Chief Financial Officer, Corporate Secretary and Director), Gregory Smith (Chief Operating Officer and Director), Lee Graber (Director), and Allan Fabbro (Director). Additional information regarding the business of the Company and the biographical details of management and the board of directors of the Company may be found in the Company’s CSE Form 2A – Listing Statement, which is expected to be filed on SEDAR under the Company’s profile prior to the commencement of the trading of the Common Shares on the CSE.

Summary of Definitive Agreement and Acquisition

In consideration for the Acquisition and pursuant to the Definitive Agreement, the Company: (i) issued a total of 50,000,00 Common Shares (the “Consideration Shares”) to Goldeneye, at a deemed price of $0.25 per Consideration Share, (ii) made a one-time cash payment of US$500,000 to Goldeneye; and (iii) granted a 3% net smelter royalty over the Tassawini Property to Goldeneye. The Consideration Shares are subject to escrow and hold periods as prescribed by the policies of the CSE and Canadian securities laws. Pursuant to the terms of the Definitive Agreement, Alerio Gold owns the Properties via an irrevocable power of attorney, retaining full economic and exclusive interest in the Properties. Concurrent with the completion of the Acquisition, the Company changed its name from “Project One Resources Ltd. to “Alerio Gold Corp.” and its business will be the exploration of the Tassawini Property.

Early Warning Disclosure

Pursuant to the terms of the Definitive Agreement, Chatradharee (Vishal) Mohan as the sole shareholder of Goldeneye, acquired direct and indirect ownership and control of 42,200,000 Common Shares on October 28, 2021.

Immediately following the closing of the Acquisition, Mr. Mohan owned 42,200,000 Common Shares, representing approximately 57.2% of the issued and outstanding Common Shares on a fully-diluted basis. Prior to the Acquisition, neither Mr. Mohan nor any joint actor had ownership or control of any securities of the Company. The Common Shares acquired by Mr. Mohan were issued from treasury pursuant to the Definitive Agreement for deemed consideration per Common Share of $0.25, for an aggregate deemed consideration paid of $10,550,000.

Mr. Mohan holds the Common Shares for investment purposes and does not have any current intentions to increase or decrease beneficial ownership or control or direction over any additional securities of the Company. As disclosed in the listing statement of the Company, the Common Shares held by Mr. Mohan (the “Escrowed Securities”) are subject to a time-based release schedule pursuant to an escrow agreement dated October 28, 2021 pursuant to the policies of the CSE (the “Escrow Agreement”). Upon release of the Escrowed Securities from escrow pursuant to the Escrow Agreement, Mr. Mohan may, from time to time and depending on market and other conditions, acquire additional Common Shares and/or other equity, debt or other securities or instruments of the Company in the open market or otherwise, and reserve the right to dispose of any or all of the securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors (in accordance with the terms of the Escrow Agreement).

An early warning report will be filed by Mr. Mohan on the Company’s SEDAR profile at www.sedar.com.

Disclosure and Caution

Additional information in respect of the Acquisition is included in the Company’s listing statement filed with the CSE in connection with the Acquisition and which will be available on the Company’s SEDAR profile at www.sedar.com.

About Alerio Gold Corp.

Alerio Gold is primarily an exploration stage company engaged in the exploration and, if warranted, development of mineral resource properties of merit in the Co-operative Republic of Guyana. Its wholly-owned project, the Tassawini Property, is an advanced stage exploration project with a historical resource with significant exploration potential. It has the infrastructure (camp, airstrip and docking facility) in place and is licensed for mining. Tassawini is the primary project of Alerio Gold.

ON BEHALF OF THE BOARD OF DIRECTORS

For further information, please contact:
Geoff Balderson
Chief Financial Officer, Secretary, and Director
Telephone: 604-602-0001
Email: gb@harmonycs.ca

Forward-Looking Information

This press release contains forward-looking statements. Forward-looking statements can be identified by the use of words such as, “anticipates”, “expects”, “is expected”, “intends”, “believes”, or variations of such words and phrases or state that certain actions, events or results “may” or “will” be taken, occur or be achieved. Forward-looking statements include those relating to the acquisition by Project One of all of the Properties and the corresponding issuance of the Consideration Shares, the satisfaction of necessary terms and conditions of the Definitive Agreement to complete the Acquisition, and the ownership of the Properties via power of attorney

Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, including assumptions related to the ability of both companies to successfully complete all the conditions precedent under the Definitive Agreement and the companies receiving all necessary future approvals and permits. Actual results, performance or achievement could differ materially from that expressed in, or implied by, any forward-looking statements in this press release, and, accordingly, undue reliance should not be placed on any such forward-looking statements and they are not guarantees of future results. Forward-looking statements involve significant risks, assumptions, uncertainties and other factors that may cause actual future results or anticipated events to differ materially from those expressed or implied in any forward-looking statements. Except as required by law, Project One undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

The CSE nor its market regulator does not accept responsibility for the adequacy or accuracy of this news release. The CSE has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.

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