Buckhaven Capital Corp. Enters into Letter of Intent for Qualifying Transaction with 1254688 B.C. Ltd. and Ag-Mining Investments, AB

Vancouver, British Columbia--(Newsfile Corp. - August 18, 2020) - Buckhaven Capital Corp. (TSXV: BKH.P) ("Buckhaven"), 1254688 B.C. Ltd. ("125") and the shareholders thereof, and Ag-Mining Investments, AB ("AG Mining") are pleased to announce the entrance into a letter of intent (the "LOI") dated August 17, 2020 (the "Effective Date"), which outlines the general terms and conditions of a proposed business combination by way of an amalgamation, arrangement, take-over bid, or other similar form of transaction, which will result in 125 and, in turn its subsidiaries, at the applicable time (or successor corporation, as the case may be) becoming a wholly-owned subsidiary of Buckhaven or otherwise combining its corporate existence with that of Buckhaven (the "Proposed Transaction"). Buckhaven, after completion of the Proposed Transaction, is referred to herein as the "Resulting Issuer".

Buckhaven is a "capital pool company" that completed its initial public offering in June, 2019. The common shares of Buckhaven (the "Buckhaven Shares") are listed for trading on the TSX Venture Exchange ("TSXV") under the stock symbol BKH.P. Buckhaven has not commenced commercial operations and has no assets other than cash. It is intended that the Proposed Transaction, when completed, will constitute the "Qualifying Transaction" of Buckhaven pursuant to Policy 2.4 - Capital Pool Companies of the TSXV Corporate Finance Manual. Buckhaven was incorporated under the Business Corporations Act (British Columbia) and its head and registered office is located in Vancouver, British Columbia.

AG Mining and 125 are involved in the mining industry. 125 was incorporated under the Business Corporations Act (British Columbia) and its head and registered office is located in Vancouver, British Columbia. AG Mining is a Swedish investment firm and is the 100% owner of the San Bartolomé silver operation in Potosi, Bolivia. Currently, AG Mining is processing ore from its own mining rights, and from ore purchased from independent, third party operators in Bolivia.

The LOI was negotiated at arm's length and is effective as of August 17, 2020. The terms and conditions outlined in the LOI are non-binding on the parties and the LOI is expected to be superseded by a definitive agreement and other definitive documentation (the "Definitive Agreement") to be negotiated between the parties. 125 intends to close a private placement of subscription receipts for gross proceeds of US$10,000,000.

The LOI further contemplates that prior to the closing of the Proposed Transaction, 125 and/or Buckhaven will complete a concurrent financing (the "Concurrent Financing") to raise gross proceeds of a minimum of US$15,000,000 and a maximum of US$40,000,000 through the issuance of subscription receipts (the "Subscription Receipts"). The price per Subscription Receipt will be determined in the context of the market, which shall be further disclosed in a forthcoming press release.

Immediately prior to the completion of the Proposed Transaction, Buckhaven may effect a share consolidation (the "Consolidation"). Buckhaven currently has issued and outstanding 3,530,000 pre-Consolidation common shares (1,380,000 pre-Consolidation common shares subject to escrow), 300,000 stock options and 100,000 broker warrants. The foregoing does not include securities to be issued pursuant to the Concurrent Financing.

There is no assurance that a Definitive Agreement will be successfully negotiated or entered into and there is no assurance that the Concurrent Financing will be completed.

Upon completion of the Proposed Transaction, all directors and officers of Buckhaven, elected or appointed prior to the completion of the Proposed Transaction, shall resign and each of the directors and officers of the Resulting Issuer shall be nominees of 125. As a result of the Proposed Transaction, the Resulting Issuer will indirectly carry on the business of 125 and will change its name to such name as determined by 125 and as may be accepted by the TSXV and any other relevant regulatory authorities (the "Name Change"). In addition to the Name Change, Buckhaven will also seek the requisite corporate approvals to complete the Consolidation, to set the number of directors (being all of 125's nominees) and to elect such directors.

As the Proposed Transaction is an arm's length transaction, Buckhaven is not required to obtain shareholder approval for the Proposed Transaction.

In accordance with the policies of the TSXV, the Buckhaven Shares are currently halted from trading and will remain so until such time as the TSXV determines, which may not occur until completion of the Proposed Transaction.

Conditions to the Proposed Transaction

Completion of the Proposed Transaction will be subject to a number of conditions, including but not limited to, acceptance by the TSXV, if applicable pursuant to TSXV requirements majority of the minority shareholder approval, completion of the Concurrent Financing, approval of certain matters by the holders of the Buckhaven Shares, if necessary, and other customary conditions including:

• receipt of all director, shareholder (if necessary) and requisite regulatory approvals relating to the execution of the Definitive Agreement in respect of the Proposed Transaction and as may be contemplated by the Definitive Agreement;

• preparation and filing of a filing statement (the "Filing Statement") outlining the definitive terms of the Proposed Transaction and describing the business to be conducted by Buckhaven following completion of the Proposed Transaction, in accordance with the policies of the TSXV; and

• potential completion of the Consolidation of the Buckhaven Shares (ratio to be determined).

Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Sponsorship

Buckhaven intends to make an application for exemption from the sponsorship requirements of the TSXV in connection with the Proposed Transaction; however, there is no assurance that the TSXV will exempt Buckhaven from all or part of the applicable sponsorship requirements.

Further Information

Buckhaven will provide further details in respect of the Proposed Transaction in due course by way of press release. However, Buckhaven will make available to the TSXV, all information including financial information as required by the TSXV and will provide, in a press release to be disseminated at a later date, required disclosure.

All information contained in this press release with respect to 125, AG Mining and Buckhaven was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning such other party.

Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a "capital pool company" should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

For further information:

Buckhaven Capital Corp.
Santo Iacono - President, Chief Executive Officer, Chief Financial Officer, Corporate Secretary, and Director
Phone: 604-689-1428

1254688 B.C. Ltd.
Fraser Buchan, Director
Phone: 416-473-4099

Ag-Mining Investments, AB
Alberto Morales, Chairman

Notice on Forward Looking Information

Neither the 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.

Information set forth in this news release contains forward-looking statements. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance are not statements of historical fact and may be forward-looking statements. These statements reflect management's current estimates, beliefs, intentions and expectations; they are not guarantees of future performance, the entering into of the Definitive Agreement or the closing of the Proposed Transaction. Buckhaven cautions that all forward-looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the control of Buckhaven, 125 and AG Mining. Such factors include, among other things: the receipt of all regulatory approvals with respect to the Proposed Transaction and listing of the Resulting Issuer Shares on the TSXV; obtaining all third party consents and corporate approvals necessary to complete the Proposed Transaction, including approval of the Name Change and the Consolidation, as applicable; the receipt of an exemption from the TSXV sponsorship requirements; that no adverse material change in the business, affairs, financial condition or operations of 125, AG Mining and Buckhaven have occurred between the effective date of the Proposed Transaction and the closing date of the Proposed Transaction; that the Concurrent Financing is completed; as well as other risks and uncertainties, including those described in Buckhaven's final prospectus dated March 22, 2019 filed with the British Columbia Securities Commission, the Alberta Securities Commission and the Ontario Securities Commission and available on www.sedar.com.

Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, none of Buckhaven, 125 and AG Mining undertake any obligation to publicly update or revise forward-looking information.

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