Moneta Gold and Nighthawk Gold Complete At-Market Merger to form STLLR Gold Inc.

6 February 2024

TORONTO, Ontario, February 6, 2024STLLR Gold Inc. (formerly Moneta Gold Inc.) (TSX: ME)(OTCQX: MEAUF)(FSE: MOPA) (“STLLR”) and Nighthawk Gold Corp. (“Nighthawk”) (TSX: NHK) are pleased to announce the completion of their previously announced at-market merger (the “Transaction”) by way of a court-approved plan of arrangement (the “Arrangement”). In connection with the Transaction, Moneta Gold Inc. (“Moneta”) changed its name to “STLLR Gold Inc.” and effected a 2-for-1 consolidation of its common shares.

Keyvan Salehi, P.Eng., MBA, President, CEO, and Director of STLLR stated: “Today marks a historic moment as we complete the merger between two promising companies, creating a stronger, leading Canadian gold developer. The STLLR Gold era begins with two large-scale, cornerstone gold projects, a strong balance sheet, and an opportunity to create immense value for our combined shareholder base. We remain steadfast in our commitment to sustainable, collaborative and innovative practices, which we believe can enrich the communities where we operate. I extend my heartfelt thanks to everyone involved in realizing this vision, especially our dedicated teams and supportive stakeholders. With this merger, STLLR Gold is poised for robust growth, ready to redefine the standards of excellence in the gold mining industry.”

Under the terms of the Arrangement, STLLR acquired all of the issued outstanding common shares of Nighthawk (each, a “Nighthawk Share”). Former holders of Nighthawk Shares (“Nighthawk Shareholders”) received 0.21 of a common share of STLLR (each whole share, an “STLLR Share”) for each Nighthawk Share held (the “Exchange Ratio”). In aggregate, 39,567,651 STLLR Shares were issued today to former Nighthawk Shareholders (including former holders who received Nighthawk Shares on conversion of their Subscription Receipts (as defined below)) as consideration for their Nighthawk Shares.

As a result of the Arrangement, Nighthawk has become a wholly-owned subsidiary of STLLR and the Nighthawk Shares are anticipated to be delisted from the Toronto Stock Exchange (the “TSX”) at market close on or about February 8, 2024. In connection with the delisting, Nighthawk intends to apply to cease to be a reporting issuer under applicable Canadian securities laws.

Executive Leadership and Board of Directors

STLLR will be led by Keyvan Salehi, as President, CEO and Director. The rest of the STLLR management team is comprised of Salvatore Curcio, CA, CPA as CFO, John McBride, MSc., P.Geo, as VP Exploration, Dennis Wilson as VP Sustainability, and Allan Candelario, CFA as VP Investor Relations & Corporate Development.

The STLLR Board will be led by Josef Vejvoda, CIM, ICD.D as Non-Executive Chair and includes Keyvan Salehi, Morris Prychidny, CPA, CA, Blair Zaritsky, CPA, CA, Edie Hofmeister, MA, JD, Rodney A. Cooper, P.Eng, MBA, Acc. Dir., and Krista Muhr.

Jose Vizquerra, MSc., the President, CEO and Director of O3 Mining, remains as the Special Advisor to the STLLR Board. Mr. Vizquerra is a seasoned mining executive with extensive experience in project development, business development, exploration and capital markets. He currently serves as a Director of Osisko Mining Inc. (“Osisko”) and Silver Mountain Resources Inc., and as an advisor to the boards of Discovery Metals Corp. and Palamina Corp. Mr. Vizquerra was preciously the EVP of Strategic Development for Osisko, President & CEO of Oban Mining Corp. (before the amalgamation to form Osisko), Head of Business Development for Compania de Minas Buenaventura, and was a production and exploration geologist at the Red Lake Gold Mines.