Minaurum Announces Brokered LIFE Offering for up to C$6.0 Million

April 18, 2024 4:15 PM EDT | Source: Minaurum Gold Inc.

Vancouver, British Columbia--(Newsfile Corp. - April 18, 2024) - Minaurum Gold Inc. (TSXV: MGG) ("Minaurum" or the "Company") is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc. (the "Agent") to act as sole agent and bookrunner in connection with a best efforts, private placement (the "Offering") for gross proceeds of up to C$6,000,000 from the sale of up to 24,000,000 units of the Company (each, a "Unit") at a price of C$0.25 per Unit. Each Unit will consist of one common share of the Company (each, a "Unit Share") and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant shall entitle the holder to purchase one common share of the Company (each, a "Warrant Share") at a price of C$0.34 at any time on or before that date which is 24 months after the closing date of the Offering.

The Agent will have an option, exercisable in full or in part, up to 48 hours prior to the closing of the Offering, to sell up to an additional 4,000,000 Units for additional gross proceeds of up to C$1,000,000 (the "Agent's Option").

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 — Prospectus Exemptions ("NI 45-106"), the Units will be offered for sale to purchasers in the provinces of Alberta, British Columbia, Manitoba, Ontario and Saskatchewan pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). The Unit Shares and Warrant Shares are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada.

The Company intends to use the net proceeds from the Offering to complete a National Instrument 43-101 resource at the Alamos Silver project, to continue exploration drilling and for working capital and general corporate purposes. The Offering is scheduled to close on or around May 2, 2024 and is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the TSX Venture Exchange.

There is an offering document related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.minaurum.com. Prospective investors should read the offering document before making an investment decision.

None of the securities sold under the Private Placement have been and will not be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.

Minaurum Gold Inc. (TSXV: MGG) (OTCQX: MMRGF) (FSE: 78M) is a Mexico-focused explorer concentrating on the high-grade 100% owned fully production permitted Alamos silver project in southern Sonora. Minaurum is managed by one of the strongest technical and finance teams and will continue its founders' legacy of creating shareholder value to develop and acquire a pipeline of potential Tier One precious metals projects. Through a portfolio containing Silver projects totaling 37,928 hectares; Gold projects totaling 25,933 hectares; and Copper projects totaling 12,856 hectares, Minaurum provides significant exposure to precious and base metals.


"Darrell A. Rader"

Darrell A. Rader
President and CEO

For more information, please contact:

Sunny Pannu — Investor Relations and Corporate Development Manager
(778) 330 0994 or via email at pannu@minaurum.com

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.


2710 — 200 Granville Street
Vancouver, BC V6C 1S4

Telephone 778 330-0994

Cautionary Note Regarding Forward Looking Information: This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of future performance, including, without limitation, the anticipated timing of closing of the Offering or at all; the anticipated terms of the Units and the Warrants; the anticipated use of the net proceeds of the Offering; and the anticipated receipt of all necessary approvals in respect of the Offering are forward-looking statements and contain forward-looking information. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should" or "would" or occur.

Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including, among other things, that the Offering will close on the anticipated timeline or at all; that the Units and the Warrants will have the anticipated terms; that the Company will use the net proceeds of the Offering as anticipated; and that the Company will receive all necessary approvals in respect of the Offering. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important risks that may cause actual results to vary, include, without limitation, the risks that the Offering will not close on the anticipated timeline or at all; that the Units and the Warrants will not have the anticipated terms; that the Company will not use the net proceeds of the Offering as anticipated; and that the Company will not receive all necessary approvals in respect of the Offering.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.

Not for distribution to U.S. news wire services or for dissemination in the United States

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