Mr. Norman Brewster reports

CONTINENTAL SIGNS DEFINITIVE AGREEMENT WITH METAMATERIAL TECHNOLOGIES INC. IN CONNECTION WITH REVERSE TAKEOVER TRANSACTION

Pursuant to a previously announced letter of intent, Continental Precious Minerals Inc. has entered into an amalgamation agreement with Metamaterial Technologies Inc., a Nova Scotia-based developer of smart materials and photonics, and Continental Precious Minerals Subco Inc. (Subco), a wholly owned subsidiary of the company, to complete a going-public transaction for Metamaterial. Subject to the conditions set forth in the amalgamation agreement, the transaction will take the form of a three-cornered amalgamation, which will result in Metamaterial becoming a wholly owned subsidiary of the company by amalgamating with Subco, and the securityholders of Metamaterial becoming securityholders of the company. For convenience, the company, as it will exist after the completion of the transaction, is referred to herein as the resulting issuer.

About Metamaterial Technologies Inc.

Metamaterial specializes in designing and producing nanocomposite transparent materials with properties not found in nature that can manipulate light, either by enhancing, absorbing or blocking it. The company is known for its partnership with Airbus on the development of metaAIR, which is a holographic optical filter that provides pilots with vision protection against laser attacks. The five key markets that Metamaterial serves include: energy, consumer electronics; medical devices; automotive; and aerospace and defence. Metamaterial has a growing patent portfolio and is pioneering holographic and lithographic nanofabrication tools, designed for high-volume applications.

Transaction summary

The transaction will be completed by way of a three-cornered amalgamation, whereby Metamaterial will amalgamate with Subco and holders of Metamaterial shares will receive common shares of the resulting issuer as consideration. Pursuant to the amalgamation agreement, the holders of common shares of Metamaterial and holders of Class A-1 preferred shares of Metamaterial will receive resulting issuer common shares in exchange for their Metamaterial common shares at a ratio of 2.75 resulting issuer common shares for each Metamaterial common share or Class A-1 preferred share of Metamaterial held. The terms of the amalgamation agreement also provide for the exchange of Class A-2 preferred shares of Metamaterial, whereby holders will receive 4.125 resulting issuer common shares for each Class A-2 preferred share of Metamaterial held. Following the completion of the transaction, all of Metamaterial's outstanding options, deferred share units, and other securities exercisable or exchangeable for, or convertible into, and any other rights to acquire Metamaterial common shares will be exchanged for securities exercisable or exchangeable for, or convertible into, or other rights to acquire resulting issuer common shares on economically equivalent terms.

It is expected that approximately 67,004,266 resulting issuer common shares will be issued to the shareholders of Metamaterial as consideration for 100 per cent of the then issued and outstanding shares of Metamaterial. Upon completion of the transaction, the securityholders of Metamaterial are expected to own approximately 86 per cent of the resulting issuer common shares on a fully diluted basis.

Pursuant to the amalgamation agreement, Metamaterial may issue convertible promissory notes for aggregate gross proceeds of up to $600,000 per month, equity under a private placement for aggregate gross proceeds of up to $6-million and a senior secured convertible debenture from a leading Canadian bank for aggregate gross proceeds of up to $5-million.

In connection with the transaction, the company entered into voting support agreements with shareholders of Metamaterial who hold an aggregate of approximately (66-2/3rds per cent) of the issued and outstanding Metamaterial common shares.

Upon the closing of the transaction and subject to receipt of all required approvals, the company intends to change its name to Metamaterial Inc.

It is expected that Lamda Guard Technologies Ltd., a company owned by certain founders of Metamaterial, and Innovacorp will each own more than 10 per cent of the resulting issuer common shares upon completion of the transaction.

The transaction is an arm's-length transaction.

In connection with the transaction and subject to the receipt of all necessary shareholder and regulatory approvals, the company intends to voluntarily delist the common shares of Continental from the facilities of the NEX board of the TSX Venture Exchange prior to the completion of the transaction. It is a condition of closing that the resulting issuer obtain a listing of resulting issuer common shares on the facilities of the Canadian Securities Exchange. As a result, it is anticipated that the transaction will be governed by the policies of the CSE.

Completion of the transaction will be subject to the closing conditions set forth in the amalgamation agreement, which include the approval of the listing of resulting issuer common shares on the facilities of the CSE, the approval of the transaction by shareholders of Metamaterial, approval of matters ancillary to the transaction by shareholders of the company, Metamaterial raising gross proceeds of not less than $1-million in connection with a private placement, and certain standard closing conditions, including there being no material adverse change in the business of Continental or Metamaterial prior to completion of the transaction. The transaction itself is not subject to shareholder approval of the company. The proposed delisting of the common shares of Continental from the facilities of the TSX-V is subject to the approval of a majority of the minority shareholders of Continental.

Upon the completion of the transaction, it is anticipated that the executive officers of the resulting issuer will be Dr. George Palikaras, who will act as chief executive officer, and Mayank Mahakan, who will act as chief financial officer and secretary, and the persons identified as follows will serve as directors of the resulting issuer.

Allison Christilaw, MBA, ICDD

Ms. Christilaw is a seasoned consultant and business leader who holds both an honours in business administration and a master of business administration from the Ivey Business School at the University of Western Ontario. She is a graduate of the directors education program through the Institute of Corporate Directors, and her board work includes secretary and governance chair on the Appleby College board of governors, human resources and nominations chair on the Oakville Galleries board of directors, director of the Haltech board, and director of the Bayshore Foundation.

Ms. Christilaw brings a wealth of knowledge and experience in strategy and organization effectiveness. She has led organizations, ran and sold a successful consulting business to Deloitte, and has developed a deep understanding of the intricacies of acquisition and integration. She has worked with organizations throughout North America and Europe in all industries, from small businesses to large public corporations.

Maurice Guitton

Mr. Guitton is the former chairman of the board for Metamaterial, a current director of Metamaterial and is the chairman of Lamda Guard Technologies Ltd. He is one of Canada's most experienced chief executive officers with over 40 years of experience. He holds more than 16 patents and has won several business awards, including the Nova Scotia export achievement award. He is the former president of the Atlantic Network of the French Chamber of Commerce in Canada, and is listed among Atlantic Canada's top 50 chief executive officers. Mr. Guitton began his career at Rossignol Skis in France. While working with Rossignol Skis, he built five manufacturing plants in North America. He was recruited by Cellpack Aerospace in Switzerland to open its first aerospace company in Canada, located in Lunenburg, N.S. From 1993 to 2003, he was executive vice-president and president of Composites Atlantic Ltd., and, in 2004, he became chief executive officer of the company. Mr. Guitton belongs to many industry associations, has years of board experience, and mentors others by sharing his experience and knowledge. He received the French Legion of Honour, the French Order of Merit and the James Floyd aeronautic award of Canada.

George Palikaras, PhD, president and chief executive officer, and founder

Mr. Palikaras is the founding president and chief executive officer of Metamaterial. Under his leadership, Metamaterial has completed two acquisitions, and has developed partnerships with global companies like Airbus and Lockheed Martin Canada. Prior to Metamaterial, he founded Medical Wireless Sensing Ltd. (MediWise), a research and development med-tech company, based in London, the United Kingdom, which was acquired in 2019. Prior to becoming an entrepreneur, he worked in industry at Wireless Technology Laboratories (formerly Nortel Networks), leading a team of engineers and managers through contract bidding and technology development for large telecommunication OEMs (original equipment manufacturers) in multimillion-dollar programs. He has worked at Queen Mary University in London in wearable and implantable sensors projects for global medical device companies. As a tech entrepreneur, he has led award-winning start-ups to the development of strong intellectual property portfolios with over 100 patents and has raised in excess of $40-million in institutional, angel and non-dilutive capital. Mr. Palikaras holds 22 issued patents, a BEng in computer engineering, an MSc in digital communication systems and a PhD in metamaterial science. Mr. Palikaras has received executive business education from Stanford and University College London.

Ram Ramkumar

Mr. Ramkumar is currently a director of Continental and past chairman of the board of Snipp Interactive Inc., a public company offering promotional and loyalty platform and services to consumer product companies. Mr. Ramkumar has also served on the boards of numerous other public companies listed on the Toronto Stock Exchange and Nasdaq, including Inscape Corp., where he was CEO until 2004. His background includes extensive experience as president and CEO with public companies in the manufacture of office furniture. Mr. Ramkumar was part of a team that led the growth of these companies in the North American market with facilities in Canada and the United States. Over the last 10 years, Mr. Ramkumar has been an investor in a number of business ventures ranging from flexographic printing to technology development in the area of extracting metals from minerals. Mr. Ramkumar has a bachelor of technology (metallurgical engineering) and master of business administration from the University of Toronto and was a chartered accountant.

Eric Leslie

Mr. Leslie has extensive experience in the areas of management consulting, venture capital advisory services, corporate governance, operations and go-forward structuring plans for early-stage companies. Since 1991, Mr. Leslie through his firm, Merchant Equities Capital Corp., has been leveraging his experience and contacts into securing and fulfilling contracts with multiple clients over a broad spectrum of industries. Over the past 28 years, Mr. Leslie has served as an officer and or director of numerous public and private companies.

Steen Karsbo

Mr. Karsbo has close to 40 years of experience in the aviation industry and has held various senior management positions for Satair, an Airbus company. He brings a wealth of knowledge in business development, sales, product management, marketing and communications. His most recent role was as vice-president and head of business development at Satair. As an aviation consultant, he focuses on providing independent consulting and advisory services to a wide range of OEMs, investors, private equity, and venture capital companies and start-ups. His areas of expertise include sales strategies, merger-and-acquisition support and assessment, supplier management, new business strategies, systems and power plant supply chain, and board advisory roles.

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