Cartier Resources Inc. (TSX-V: ECR) is pleased to announce the execution of a definitive share purchase agreement with O3 Mining Inc. for the acquisition by Cartier of all of the issued and outstanding shares of Chalice Gold Mines (Quebec) Inc. a wholly-owned subsidiary of O3 Mining, which owns a 100% interest in the East Cadillac property contiguous with Cartier’s Chimo Mine property in the Val-d’Or Gold Camp, Quebec, Canada.

The purchase price payable by Cartier to O3 Mining for the acquisition of Chalice Quebec is 46,273,265 common shares of Cartier, representing approximately 17.5% of the pro forma outstanding common shares of Cartier upon the completion of the Transaction.

Completion of the Transaction remains subject to certain closing conditions, including the final approval of the TSXV.

Transaction Highlights: Consolidation of Cartier’s Chimo Mine property with O3 Mining’s East Cadillac property for a total land position of 29,754 hectares of highly prospective ground in the eastern part of the prolific Val-d’Or gold camp, refer to Figure 1 and Figure 2.

Advantages: Eliminates boundaries, increases resource and potential for additional ounces, Increased flexibility to strengthen project economics and favor project development and its construction:

• Cartier will hold 100% interest in largest land position east of Val-d’Or:
  • Immediate increase of the resource base to 714,400 oz in the indicated category and 1,527,400 oz of gold in the inferred category (refer to note 1);
  • Initial budget designed to increase resources and explore additional potential;
  • Significantly increases exploration territory and potential for new discoveries.
• Enhanced capital markets profile and exposure;
• Platform for further district consolidation;
• New partnership formed with O3 Mining.

note 1: The resources are presented as described in the technical report titled “NI 43-101 Technical Report and Mineral Resource Estimate for the Chimo Mine Project, Quebec, Canada, Christine Beausoleil, P. Geo. and Claude Savard, P. Geo., InnovExplo Inc., March 2021” as well as in the Technical Report titled: “2019 Technical Report & Mineral Resources Estimate : East Cadillac Gold Project, Val-d’Or, Québec, John Langton, P. Geo., Vincent Jourdain, P. Eng., MRB & Associates, April 30^th 2019”.

On closing of the Transaction, Cartier and O3 Mining will enter into an investor rights agreement (the “Investor Rights Agreement”) pursuant to which O3 Mining will be entitled to designate one director for appointment to the board of directors of Cartier. The Investor Rights Agreement will also include, among other things, pre-emptive and top-up rights in favour of O3 Mining, a standstill provision for a period of 2 years and a share transfer restriction provision effective for a period of 3 years.

A technical committee will be formed and comprised of one (1) nominee of Cartier and one (1) nominee of O3 Mining with a purpose to provide strategic advice and guidance to Cartier on exploration and development activities for the Project, and provide a forum for Cartier and O3 Mining to share their views on the exploration, development and advancement of the Project.

Philippe Cloutier, CEO of Cartier, commented: “The acquisition will provide Cartier with largest land holding along the prolific Larder Lake – Cadillac Fault east of Val-d’Or as well as a solid resource base with significant growth potential. The Simon West, Nordeau West and Nordeau deposits, immediately adjacent to the gold resources of the Chimo Mine property, will provide short term targets to significantly increase our gold resources.”

About Cartier

Cartier Resources Inc., which was founded in 2006, is an exploration company based in Val-d’Or. Cartier’s projects are all located in Quebec, which regularly ranks among the best mining jurisdictions in the world. Cartier is advancing the development of its flagship Chimo Mine project and actively exploring its other projects. Cartier has a solid cash position exceeding $ 5.5M and significant corporate and institutional supports, notably with Agnico Eagle Mines, O3 Mining and the Quebec investment funds.

Qualified Persons

The scientific and technical information in this news release was prepared and reviewed by Mr. Gaétan Lavallière, P.Geo., Ph.D, Cartier’s Vice-President, and Mr. Ronan Déroff, P.Geo, M.Sc., Senior Geologist, Project Manager and Geomatician, both “qualified persons” as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects. Mr. Lavallière approved the information contained in this press release.