California Gold Shareholders Approve Plan of Arrangement With Stratabound

TORONTO, June 30, 2021 (GLOBE NEWSWIRE) — Stratabound Minerals Corp. (TSXV:SB) (“Stratabound”) and California Gold Mining Inc. (CSE:CGM) (“California Gold“) are pleased to announce that shareholders of California Gold (“California Gold Shareholders“) have approved the previously announced transaction pursuant to which Stratabound will acquire all of the issued and outstanding common shares of California Gold (the “California Gold Shares“), by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement“). Pursuant to the Arrangement, each California Gold Shareholder will receive 1.00 common share of Stratabound for each California Gold Share held.

Approximately 85% of the issued and outstanding California Gold Shares were represented in person or by proxy at the special meeting of California Gold held today (the “California Gold Meeting“). 71.95% of the California Gold Shares represented at the California Gold Meeting were voted in favour of the Arrangement.

It is expected that California Gold will apply for a final order of the Ontario Superior Court of Justice (Commercial List) for approval of the Arrangement on July 5, 2021. Subject to final court approval being obtained and the satisfaction or waiver of all remaining closing conditions, the Arrangement is expected to become effective on or about July 7, 2021. Following completion of the Arrangement, the California Gold Shares will be delisted from the CSE and an application will also be made for California Gold to cease to be a reporting issuer in the applicable jurisdictions.

California Gold will file a report of voting results on its SEDAR profile at www.sedar.com.

ABOUT STRATABOUND

Stratabound Minerals Corp. (TSXV: SB) is a well funded Canadian exploration and development company focused on gold exploration at its flagship Golden Culvert Project, Yukon Territory and its new McIntyre Brook Project, New Brunswick, Canada. The Company also holds a significant land position that hosts three base metals deposits in the Bathurst base metals camp of new Brunswick featuring the Captain Copper Cobalt Gold Deposit that hosts an NI 43-101 Measured and Indicated Resource.

Mr. R. Kim Tyler, P.Geo, President and CEO of Stratabound, and a “Qualified Person” for the purpose of NI 43-101, has reviewed and approved the contents of this news release.

ABOUT CALIFORNIA GOLD

California Gold Mining Inc.’s flagship Fremont gold project located in Mariposa County, California lies within California’s prolific Mother Lode Gold Belt.

FORWARD LOOKING INFORMATION

Certain information contained in this news release constitutes forward looking information. All information other than information of historical fact is forward looking information. The use of any of the words “intend”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “would”, “believe”, “predict” and “potential” and similar expressions are intended to identify forward looking information. More particularly, this news release contains statements concerning the timing and receipt of the final order to the Arrangement and the expected closing date of the Arrangement. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward looking information. No assurance can be given that this information will prove to be correct and such forward looking information included in this news release should not be unduly relied upon.

The forward looking information provided in this news release is based upon a number of material factors and assumptions including, without limitation, the timely receipt of court approval and the satisfaction or waiver of other closing conditions in connection with Arrangement.

Forward looking information is subject to a number of risks and other factors that could cause actual results and events to vary materially from that anticipated by such forward looking information. In particular, the completion of the Arrangement is subject to a number of risks including, without limitation, (a) that court approval may not be obtained in the timeline or on the terms currently anticipated or at all; and (b) that the Arrangement is subject to a number of closing conditions and no assurance can be given that all such conditions will be met or will be met in the timelines required by the arrangement agreement dated April 20, 2021 between Stratabound and California Gold. Readers are cautioned that the foregoing list of risks, uncertainties and assumptions are not exhaustive.

The forward looking information included in this news release is expressly qualified by this cautionary statement and is made as of the date of this news release. Neither Stratabound nor California Gold undertake any obligation to publicly update or revise any forward looking information except as required by applicable securities laws.

Neither the CSE, TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV and CSE) accepts responsibility for the adequacy or accuracy of this release.

FURTHER INFORMATION