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Harte Gold Corp. - Status Updates

May 5, 2022:
On May 5, 2022 and pursuant to the CCAA Distribution and Termination Order dated February 15th, 2022, the CCAA proceedings were terminated and FTI Consulting Canada Inc. was discharged as Monitor upon the filing of the Monitor's Certificate (Termination). A copy of the CCAA Distribution and Termination Order and the Monitor's Certificate (Termination) can be accessed in the Court Orders section of this website.

February 18, 2022:
On February 18, 2022, 1000025833 Ontario Inc. (the "Investor") satisfied the Subscription Price and the conditions to Closing as set out in the Second Amended and Restated Subscription Agreement made as of January 19, 2022 (as amended by an amending agreement dated February 18, 2022, the "Subscription Agreement"). As such, the Monitor has issued its certificate in accordance with the Approval and Reverse Vesting Order granted in the proceedings on January 28, 2022.

February 15, 2022:
On February 15, 2022, the Honourable Mr. Justice Penny granted an order ("CCAA Distribution and Termination Order") inter alia, authorizing the distributions specified therein, approving the activities of the Monitor, and approving the fees and disbursements of the Monitor and its legal counsel. In addition, the CCAA Distribution and Termination Order approves the termination of these CCAA proceedings and discharging the Monitor upon service by the Monitor of an executed certificate ("Termination Certificate"), and granted an extension to the Stay Period to and including the earlier of the CCAA termination date, or such other date as the Court may order.

January 28, 2022:
On January 28, 2022, the Honourable Mr. Justice Penny granted an order (the "Approval and Reverse Vesting Order" or the "ARVO Order") inter alia, approving the Second Amended and Restated Subscription Agreement dated January 19, 2022 (the "SARSA") entered into by and between Harte Gold Corp, as issuer, 1000025833 Ontario Inc, as Investor and Silver Lake Resources Limited, as Guarantor, as well as all the transactions as defined in the SARSA (the "Transactions"). Closing of the Transactions is anticipated to occur in mid-February 2022. In addition, the Approval and Reverse Vesting Order added 13699404 Canada Inc. ("ResidualCo 1") and 13699447 Canada Inc. ("ResidualCo 2") as applicants to these CCAA proceedings, and granted an extension of the Stay Period up to and including March 29, 2022.

Also on January 28, 2022, the Honourable Mr. Justice Penny granted an Order (the "Expanded Monitor Powers Order") to expand the powers of the Monitor in respect of ResidualCo 1 and ResidualCo 2.

January 21, 2022:
On January 20, 2022, Harte Gold announced that, in accordance with the SISP Procedures, an improved bid by the Stalking Horse Bidder, 1000025833 Ontario Inc., a wholly-owned indirect subsidiary of Silver Lake Resources Limited had been designated as the Successful Bid in the SISP and that a Qualified Bid submitted by ANR Investments 2 B.V., an Appian affiliate, had been designated the Back-Up Bid. In accordance with the SISP Procedures, Harte Gold will be seeking Court approval of the Successful Bid and authority to consummate the transactions provided for therein at the Approval Hearing which will be held on January 28, 2022.

The Successful Bid provides for the payment of substantially all of Harte's liabilities, other than the Excluded Liabilities, as defined in the Successful Bid. Neither the Successful Bid nor the Back-Up Bid provide any recovery for holders of existing equity interests in the Company.

A copy of the Successful Bid will be available with Harte Gold's materials to be filed in respect of the Approval Hearing, a copy of which will be posted on the Monitor's website once they have been served.

December 20, 2021:
On December 20, 2021, the Court granted an Amended and Restated Initial Order pursuant to which, inter alia, the Stay Period was extended until January 31, 2022, and the amount authorized for borrowing under the DIP Financing Agreement approved by the Court in the Initial Order was increased to $10.8 million.

Also on December 20, 2021, the Court granted an order (the "SISP Order") authorizing the Company to conduct, with the assistance of the Monitor, a sale and investment solicitation process (the "SISP") in accordance with certain terms and conditions relating thereto (the "SISP Procedures"). As part of the SISP Order, the Court approved the Company's execution of a subscription agreement (the "Subscription Agreement") with 1000025833 Ontario Inc. (the"Investor"), a wholly-owned indirect subsidiary of Silver Lake Resources Limited (ASX: SLR) and the use of the Subscription Agreement as a "stalking horse bid" (the "Stalking Horse Bid") in the context of the SISP, in order to establish the baseline consideration for the Company's business and assets. Interested parties are invited to participate in the SISP and submit a superior proposal (each a "Superior Proposal") to the Stalking Horse Bid. If no Superior Proposal is submitted to the Company and the Monitor in accordance with the SISP, the Investor shall be declared the successful bidder at the conclusion of the SISP and, if the transaction contemplated in the Subscription Agreement is subsequently approved by the Court, the Investor will become the sole shareholder of Company, which will continue its business and operations as a going concern.

In order to participate in the SISP and obtain access to a virtual data room, all interested parties must comply with the terms and conditions set forth in the SISP Procedures, a copy of which is attached to the SISP Order and is also available on the Monitor's website at:
http://cfcanada.fticonsulting.com/harte

Parties interested in participating in the SISP, should contact the Monitor at:
Hartegold@fticonsulting.com

All bids must be submitted to the Monitor by no later than January 14, 2022 at 5:00 p.m. (prevailing Eastern Time).

December 17, 2021:
On December 7, 2021, the Toronto Stock Exchange ("TSX") suspended trading of Harte Gold’s common shares and put the Company under delisting review under its expedited review process. On December 17, 2021, the Company announced that the TSX had advised that the securities of the Company would be delisted effective January 17, 2022.

December 16, 2021:
The Comeback Hearing had been scheduled December 16, 2021, to allow the Company to seek the Court's approval of (i) an increase in the DIP Financing Facility that was approved by the Court in the Initial Order to $10.8 million; and (ii) a sale and investment solicitation process ("SISP") and authority to use the Subscription Agreement between Harte Gold and 1000025833 Ontario Inc. (the "Investor"), a wholly-owned indirect subsidiary of Silver Lake Resources Limited ("Silver Lake") (ASX: SLR), described in the Initial Application materials, as a "stalking horse" in the SISP.

On December 15, 2021, following negotiations that occurred subsequent to the granting of the Initial Order, Harte Gold executed an amended Subscription Agreement with the Investor (the "Amended Subscription Agreement"), which now includes the retention of additional contracts, including all existing royalty and offtake agreements. As a result of the delay in the filing of materials with the Court due to the ongoing negotiations in respect of the Amended Subscription Agreement, the Court adjourned the hearing, notwithstanding the Company's motions were unopposed, to ensure that it had sufficient time to more fully consider the matter. The hearing will now proceed on December 20, 2021. In the meantime, the Court has issued an order extending the Stay Period until December 21, 2021 and increasing the amount authorized for borrowing under the DIP Financing Agreement from $0.4 million to $2.5 million.

December 7, 2021:
On December 7, 2021, Harte Gold Corp. ("Harte" or the Company") sought and obtained an initial order (the "Initial Order") under the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the "CCAA"). The Initial Order provides, among other things, a stay of proceedings until December 16, 2021 (the "Stay Period") and may be extended by the Court from time to time. Harte will be seeking an extension of the Stay Period at a hearing scheduled for December 16, 2021. The Initial Order granted the Company authorization to enter a DIP Credit Agreement. Pursuant to the Initial Order, FTI Consulting Canada Inc. was appointed as monitor (the "Monitor") of the Company.

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