Atlantic Mining NS Inc. Completes Acquisition of NSGold Corporation

HALIFAX, Feb. 25, 2022 - Atlantic Mining NS Inc. ("Atlantic") announces that it has completed the acquisition of NSGold Corp. (TSXV: NSX) ("NSGold") via an amalgamation of 13611647 Canada Limited ("136"), a newly-incorporated wholly-owned subsidiary of Atlantic and NSGold (the "Amalgamation"). In the Amalgamation, Atlantic acquired all of the issued and outstanding shares of NSGold (the "NSGold Shares") at a price of CAD $0.40 per share in cash. Atlantic is a subsidiary of St Barbara Ltd. (ASX: SBM). The total consideration for the sale of NSGold is approximately CAD $7.9 million.

The Amalgamation was approved by NSGold shareholders at a special meeting held on February 15, 2022 with a positive vote of approximately 99.99% of the shares voted. Articles of Amalgamation and supporting documentation have been filed and a Certificate of Amalgamation has been issued pursuant to the Canada Business Corporations Act. No dissent rights were validly exercised in relation to the Amalgamation. The amalgamated corporation (named "MGNS 1858 Corporation") ("Amalco"), is a wholly-owned subsidiary of Atlantic. Prior to the Amalgamation, neither Atlantic nor 136 owned any NSGold Shares.

Pursuant to the Amalgamation, the NSGold shareholders were issued one redeemable preferred share of Amalco (each, a "Preferred Share") for each NSGold Share held. Immediately following the Amalgamation, each Preferred Share was automatically redeemed by Amalco for CAD $0.40 cash (the "Amalgamation Consideration") and the aggregate Amalgamation Consideration less applicable withholdings was provided in cash to Computershare Investment Services Inc. (the "Depositary") for payment to the former NSGold shareholders.

The NSGold Shares are expected to be delisted from the Toronto Stock Exchange following the close of trading on or about February 28, 2022. In addition, Amalco will apply for an application to the British Columbia Securities Commission, as principal regulator, and to the securities regulatory authorities in each of the other provinces in Canada in which it is a reporting issuer (or equivalent) for an order that Amalco cease to be a reporting issuer (or equivalent) under applicable securities laws.

For further information concerning the Early Warning Report prepared in connection with the Amalgamation filed by Atlantic, please contact:

Dustin O'Leary, Communications Manager
dustin.oleary@stbarbara.ca



Cautionary Statement:

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.


Important Notice

Certain statements contained in this news release constitute forward-looking information within the meaning of applicable securities laws. Forward-looking information can be generally identified by the use of words such as "anticipate", "continue", "estimate", "expect", "expected", "intend", "may", "will", "project", "plan", "should", "believe" and similar expressions. In particular, this news release contains forward-looking information concerning the anticipated delisting of the NSGold Shares from the Toronto Stock Exchange and on the timing contemplated.

Forward-looking statements are based upon the opinions and expectations of management of Atlantic as at the effective date of such statements. Although Atlantic believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that those expectations will prove to have been correct. Forward-looking statements are subject to certain risks and uncertainties that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. These risks and uncertainties include the timing of receipt of regulatory approval for the delisting. Having regard to the various risk factors, readers should not place undue reliance upon the forward-looking statements contained in this news release and such forward-looking statements should not be interpreted or regarded as guarantees of future outcomes. The forward-looking statements contained in this news release are made as of the date hereof Atlantic undertakes no obligation to update or to revise any of the included forward-looking statements, except as required by applicable securities laws in force in Canada. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

SOURCE St Barbara



Contact

Dustin O'Leary, Communications Manager
dustin.oleary@stbarbara.ca