GoldSpot Enters into Definitive Agreement for Business Combination of XCorp AI Ltd.

Toronto, Ontario--(Newsfile Corp. - December 15, 2020) - GoldSpot Discoveries Corp. (TSXV: SPOT) ("GoldSpot" or the "Company") is pleased to announce that it has entered into a definitive agreement dated December 14, 2020 (the "Definitive Agreement") to give effect to the previously announced business combination (the "Business Combination") of its majority owned subsidiary, XCorp AI Ltd. ("XCorp"), with Golden Planet Mining Corp. ("GPM"). Pursuant to the Definitive Agreement (i) GoldSpot and each of the other shareholders of XCorp will exchange their common shares of XCorp ("XCorp Shares") on the basis of 1.6999431 common shares of GPM ("GPM Shares") for each one (1) XCorp Share held; and (ii) XCorp will become a wholly-owned subsidiary of GPM.

GPM currently holds 146,000 ha of prospective property located south-east of La Ronge, Saskatchewan. XCorp currently holds an option to acquire a 100% interest in the Rider Block Project located in central British Columbia, Canada pursuant to an option agreement dated October 9, 2020 with Hanging Wall Metals Inc. ("Hanging Wall"). In order to earn its interest in the Rider Block Project, XCorp is required, amongst other matters, to issue stock options to acquire such number of XCorp Shares as are equal to 3% of the outstanding XCorp Shares after giving effect to an initial minimum financing of $2,500,000 (the "Option Requirement"). Pursuant to the Business Combination, an aggregate of 1,547,850 stock options of GPM will be issued to Hanging Wall in full satisfaction of the Option Requirement, each exercisable to acquire one (1) GPM Share at an exercise price of $0.50 for a period of 5 years (the "GPM Options").

The Business Combination remains subject to various closing conditions, including the approval of the TSX Venture Exchange. Please refer to the press release of the Company dated November 11, 2020 for further details.

About GoldSpot Discoveries Corp.

GoldSpot Discoveries Corp. (TSXV: SPOT) is a technology services company in mineral exploration. GoldSpot is a leading team of expert scientists who merge geoscience and data science to deliver bespoke solutions that transform the mineral discovery process. In the race to make discoveries, GoldSpot produces Smart Targets and advanced geological modelling that saves times, reduces costs and provides accurate results.

Denis Laviolette
Executive Chairman and President
GoldSpot Discoveries Corp.
Tel: 647-992-9837
Email: [email protected]

Cautionary Statement on Forward -Looking Information

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

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. This news release contains forward-looking information which involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release include, but is not limited to, the Company's objectives, goals or future plans, the anticipated completion of the Business Combination as presently proposed or at all and the receipt of applicable regulatory approvals. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, capital and operating costs varying significantly from estimates, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required regulatory, governmental, environmental or other approvals, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, fluctuations in commodity prices, failure to satisfy all closing conditions to the Business Combination, delays in the development of projects and the other risks involved in the mineral exploration and development industry, and those risks set out in the Company's public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/70271