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Project One Resources Announces Conditional Approval OF A Fundamental Change

Project One Resources Announces Conditional Approval OF A Fundamental Change

Ron Shenton, CEO
604-825-2995
http://www.p1r.ca

Further to its news release dated June 9, 2021, Project One Resources Ltd. has obtained conditional approval from the Canadian Securities Exchange for its proposed acquisition of two gold mining properties located in Guyana, the Tassawini property and the Harpy property, from Goldeneye Capital Corp. The Acquisition is considered a fundamental change under the policies of the CSE. Upon successful completion of the Acquisition, it is anticipated that the Company will retain its listing on the CSE and change its name to Alerio Gold Corp. (the “Resulting Issuer”) and the common shares of the Resulting Issuer will trade under the ticker symbol “ALE”. The business of the Resulting Issuer will be the exploration of the Properties.

In consideration for the Acquisition, the Company will: (i) issue a total of 50,000,00 common shares in the capital of the Company (the “Consideration Shares”) to Goldeneye, at a deemed price of $0.25 per Consideration Share, (ii) make a one-time cash payment of US$500,000 to Goldeneye; and (iii) grant a 3% net smelter royalty over the Tassawini Property to Goldeneye. The Consideration Shares will be subject to escrow and hold periods as prescribed by the policies of the CSE and Canadian securities laws.

In connection with the Acquisition, Project One completed a financing, raising gross proceeds of $1,354,500 through the issuance of 5,418,000 units at a price of $0.25 per unit. See the Company’s new release dated August 16, 2021 for further information.

Subject to the fulfilment of conditions and any necessary approvals, the Company anticipates that the completion of the Acquisition will occur sometime by the end of September 2021 and early October 2021, or such other date as the Company and Goldeneye may agree.

A copy of the Form 2A listing statement in connection with the Acquisition was prepared in accordance with the policies of the CSE and will be available on SEDAR and the CSE website prior to the commencement of trading of the common shares of the Resulting Issuer on the CSE. The Resulting Issuer’s new website is currently under construction and will be updated in the near future.

“The incoming team of Jonathan Challis, Lee Graber, Greg Smith and Al Fabbro who will oversee the Properties, and provide the Resulting Issuer a wealth of experience in mining and capital markets. That, along with the fact that the Tassawini Property has an historical resource that has potential for expansion, are a few of the reasons we chose this route for Project One,” states Ron Shenton, CEO of the Company.

Upon completion of the Acquisition, Project One will have a 100% beneficial interest in the two Properties in Guyana.

About the Properties

Tassawini: is an advanced stage exploration project with an historical resource with significant exploration potential. It has infrastructure (camp, air strip and docking facility) in place and is licensed for mining. Tassawini will be the primary project of Alerio Gold Corp.

Harpy: is an early-stage exploration play. It is adjacent to the Aurora gold deposit owned by Guyana Goldfields that was recently purchased by Zijin Mining for $323 million.

About Project One Resources:

Project One’s wholly owned initial project, the Aura Property, is made up of 2,706 hectares of contiguous claims and is located approximately 150 kilometers east of Vancouver, British Columbia.

About Goldeneye Capital Ltd.

Goldeneye Capital Ltd. is a Guyanese based precious metal acquisition company whose goal is to identify and acquire prime mineral rights and advanced properties in Guyana, South America. Goldeneye focuses on and advances exploration properties and production assets for the purposes of joint ventures and outright sales.

We seek Safe Harbor.

For further information please contact:

Ron Shenton, CEO
604-825-2995
http://www.p1r.ca

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION SERVICES PROVIDER HAS REVIEWED OR ACCEPT’S RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

Forward-Looking Information
This news release includes certain information that may be deemed “forward-looking information” under applicable securities laws. All statements in this release, other than statements of historical facts, that address acquisition of the Property and future work thereon, mineral resource and reserve potential, exploration activities and events or developments that the Company expects is forward-looking information. Although the Company believes the expectations expressed in such statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the statements. There are certain factors that could cause actual results to differ materially from those in the forward-looking information. These include the results of the Company’s due diligence investigations, market prices, exploration successes, continued availability of capital financing, and general economic, market or business conditions, and those additionally described in the Company’s filings with the Canadian securities authorities.

Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking information. For more information on the Company, investors are encouraged to review the Company’s public filings at http://www.sedar.com. The Company disclaims any intention or obligation to update or revise any forward- looking information, whether as a result of new information, future events or otherwise, other than as required by law.

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