Protection file

Otso Gold obtains creditor protection under the Companies’ Creditors Arrangement Act

Ticker symbol: TSX-V: OTSO

TORONTO, Dec 3 2021 / CNW / – Otso Gold Corp. (“Otso“or the”Society“), (TSXV: OTSO) announced today that it has obtained an order from the Supreme Court of British Columbia (the “To research“) providing protection against creditors under the Companies’ Creditors Arrangement Act (Canada) (“LACC“) to enable the Company to propose a plan of arrangement to its creditors.

After careful consideration of all available alternatives after extensive consultation with its legal and financial advisors, the Board of Directors of the Company has determined that it is in the best interests of the Company and all of its stakeholders to file a CCAA creditor protection claim.

The initial court order provides for a stay of creditors’ claims to provide the protection necessary to continue the Company’s ongoing review process following the previously announced appointment of Alvarez & Marsal Nordic AB to provide the post of Director of Restructuring (“CRO“) and other services to the Company.

The CRO will remain responsible for the day-to-day operations of the Company and the Board of Directors will remain intact. The Company is committed to completing the restructuring process quickly and efficiently.

The court appointed Deloitte LLP to act as monitor in the CCAA proceedings to oversee the activities of the company and report to the court during the restructuring. The Company hopes to emerge from CCAA protection in a good position to regain the trust of its stakeholders and continue its efforts to return the Otso gold mine to full commercial production.

Trading of the Company’s common shares on the TSX Venture Exchange (the “TSXV“) has been suspended and it is expected that its trading will continue to be suspended until a review is undertaken by the TSXV regarding the suitability of the Company to be listed on TSXV. If the Common Shares are delisted listing following such review by the TSXV, the Company may apply for listing of the Common Shares on the NEX Board of Directors of the TSX Venture Exchange or for re-listing on the TSX Venture Exchange after leaving the CCAA process, as applicable.In addition, the Company anticipates that following the Company’s filing for protection under the CCAA and its potential delisting from the TSX Venture Exchange, organizations provincial securities regulators in Canada may issue a trade cease to prevent any trading in the ordinary shares of Canada.

A return hearing with respect to the relief granted under the original order will be scheduled within ten days (the “Return hearing“). Interested parties who wish to make a motion at the return hearing are required to provide notice to the affected parties prior to the return hearing in accordance with the requirements set out in the original order. A copy of the initial order and further information will be available on the monitor’s website at www.insolvencies.deloitte.ca/en-ca/otsogoldcorp.

Further press releases will be provided on an ongoing basis throughout the CCAA process, as required by law or otherwise, as the Company or the Court deems necessary.

The Company’s operating subsidiary, Otso Gold Oy, a Finnish limited liability company, has filed an equivalent case for the initiation of restructuring proceedings under the Finnish Restructuring Act in Finland. Otso Gold Oy has requested interim protection from its creditors for the duration of the judicial review of its claim. The suspension, which is carried out at the start of the restructuring procedure but can be carried out on a provisional basis as soon as the restructuring request is filed, prohibits the repayment of existing debts as well as the recovery and enforcement, whether by means legal or other, of these debts. The execution of any guarantees provided by the company is also prohibited. The judicial review of Otso Gold Oy’s claim is expected to take several weeks.

Following the abrupt departure of Lionsbridge Pty Ltd on November 30, 2021 the Company continues to investigate certain management practices, accounting issues and transactions, in particular to verify compliance with internal policies, legal and ethical standards of the Company. The Company will inform the market of the results of this investigation, including with regard to any other material matter.

Forward-looking statements

This press release contains forward-looking statements about the Company based on management’s current expectations and assumptions, which involve known and unknown risks and uncertainties associated with our business and the economic environment in which the business operates. All of these statements are forward-looking statements under applicable Canadian securities legislation and any other applicable law or regulation of any other jurisdiction. All statements contained in this document that are not statements of historical fact, including statements regarding our future results of operations or financial condition, our business strategy and our plans and objectives for future operations, may be considered as forward-looking statements. Specific forward-looking statements contained in this press release include, but are not limited to: statements regarding: (i) the outcome of proceedings under the CCAA and / or any related restructuring proceedings and the timing of such proceedings , (ii) the ability of the Company to obtain additional funding through the CCAA process or otherwise, and (iii) the cessation of trading in the Common Shares and the review of the TSXV regarding the suitability of the Company to list on TSXV and any result of such review. By their nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties. You should not rely on forward-looking statements as predictions of future events. We caution our readers of this press release not to place undue reliance on our forward-looking statements, as a number of factors could cause actual results or conditions to differ materially from current expectations. Results, events and circumstances reflected in forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in forward-looking statements. Please refer to the risks set out in the Company’s continuous disclosure documents which can be viewed on SEDAR (www.sedar.com) under the Company’s issuer profile. New risks and uncertainties emerge from time to time, and it is impossible for us to predict all of the risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. Further, there can be no assurance that there will be any residual value to shareholders in connection with the CCAA process, nor can there be any assurance that the CCAA proceedings will result in the maximization of the return on the Company’s assets and those of its subsidiaries. The Company does not intend and disclaims any obligation, except as required by law, to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

About the company

Otso Gold Corp. 100% owns the Otso gold mine near the town of Raahe in Finland. The

Otso gold mine is developed, fully licensed, has all infrastructure in place, two open pits and is currently ramping up to commercial production at a nominal capacity of 2 million tonnes per year.

Neither the 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.

SOURCE Otso Gold Corp.

Cision

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