2022-12-31 | TSXV:MAS | Press Release

/THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US NEWS AGENCIES/

SASKATOON, SK, December 30, 2022 /CNW/ – MAS Gold Corp. (“MAS gold” or the “Pursue“) (TSXV:MAS) (OTCQB:MSGCF) (Frankfurt: 63G) is pleased to announce the closing of a non-brokered private placement (the “offer“) of units (the “Unit”) and flow-through units (the “FT Unit”). The Company has 2,200,000 Units of the Company at a price of $0.045 per unit for a proceeds of $99,000 and 1,640,000 FT units at a price of $0.05 per FT unit for proceeds of $82,000.

Each unit consisted of one common share of the Company (each a “common share“) and one Common Stock Purchase Warrant (each whole Warrant, a “warranty“). Each FT Unit consisted of one common share, treated as a “flow-through share” for the purposes of the Income Tax Act (Canada) (one each “FT share“) and one warrant. Each warrant will entitle the holder to purchase one common share at a price of CA$0.08 for a period of 24 months after the issue date of the securities being offered.

MAS Gold will pay finder’s fees for a portion of the offering in accordance with applicable securities laws and the policies of the TSXV. The brokerage commission is 6% in cash and 6% in warrants.

The Company intends to use the net proceeds from the Offering to fund exploration and advancement of the Company’s projects in the La Ronge Greenstone Belt Saskatchewan and working capital and other general corporate purposes. Proceeds from the sale of FT Units will be used to meet “Canadian Exploration Expenditure” as defined in Section 66.1(6) of the Income Taxes Act and “Flow-Through Mining Expenditure” as defined in Section 127(9) of the Income Taxes Act. These proceeds will be assigned to the subscribers with effect at the latest December 31, 2022in an aggregate amount not less than the aggregate of the gross proceeds from the issue of FT Shares.

Completion of the Offering is subject to certain conditions, including but not limited to receipt of all necessary approvals, including the approval of the TSXV. The common shares issuable under the offering are subject to a four-month statutory resale restriction.

About MAS Gold Corp.

MAS Gold Corp. is a Canadian mineral exploration company focused on advancing its gold exploration projects in the prolific La Ronge Gold Belt Saskatchewan. MAS Gold operates four properties in the Belt including Preview-North, Greywacke Lake, Elisabethsee and Henry Lake properties totaling 35,175.6 hectares (86,920.8 acres). These properties are along the geologically prospective zone La RongeKisseynew and Glennie Domains forming the north center La Ronge Gold Belt Saskatchewan.

MAS Gold currently has five advanced deposits including the North SeaGreywacke North, Preview SW, Contact Lake and Point Gold Deposits.

That North Sea Deposit hosts an Inferred Mineral Resource of 18,100,000t grading 0.85g/t Au for 494,000 contained ounces of gold (Godden, S, Thomas, D. TuppersD. Technical Report on Mineral Resource Updates, North Sea and Greywacke North Gold Projects, La Ronge Gold Belt, Saskatchewan, Canada.; Effective Date December 1, 2021). The technical report for the updated mineral resource estimate has been filed on SEDAR January 12, 2022.

The Greywacke North deposit has a combined open pit and underground Indicated Mineral Resource of 645,000t averaging 4.90g/t Au for 101,000 in situ ounces of gold (600,000t at 4.89g/t Au and 45,000t at 5.03 g/t Au). ) and a combined open pit and underground inferred mineral resource of 410,000t averaging 4.12g/t Au for 55,000 in situ ounces of gold (35,000t at 1.97g/t Au and 375,000t at 4.33g /t Au). Indicated and Inferred Mineral Resources were estimated using open pit and underground cut-off grades of 0.65 g/t Au and 1.75 g/t Au, respectively (Godden, S., Thomas, D. TuppersD. Technical Report on Mineral Resource Updates, North Sea and Greywacke North Gold Projects, La Ronge Gold Belt, Saskatchewan, Canada.; Effective Date December 1, 2021). The technical report relating to the updated mineral resource estimate has been filed on SEDAR January 12, 2022.

The Preview SW deposit hosts a historic indicated mineral resource of 158,300 ounces of gold (2.61 million tonnes grading 1.89 g/t Au) and a historic inferred mineral resource of 270,800 ounces of gold (5.70 million tonnes grading 1.48 g/t Au), both based on a cut-off grade of 0.50 g/t Au (SimpsonsR. Technical Report, Preview of SW Gold Project, La Ronge, Saskatchewan; Effective Date 09/27, 2016). The technical report for the mineral resource estimate has been filed on SEDAR September 27, 2016for Comstock Metals Ltd. (TSXV:CSL).

On behalf of the Board of Directors of MAS Gold Corp.

Jim Engdahl

Chief Executive Officer & Director

[email protected]

(306) 262-4964

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

The securities being offered in the offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or any state securities statutes The United Statesand may not be offered or sold The United States or to or for the account or benefit of any US person (as defined in Regulation S of the Securities Act) or any person in The United Statesunless there is an exemption from these registration obligations.

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 MAS Gold Corp

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