Blue Star Gold Announces Closing of Non-Brokered Private Placement of Convertible Debentures

Vancouver, British Columbia--(Newsfile Corp. - July 10, 2020) -  Blue Star Gold Corp. (TSXV: BAU) (FSE: 5WP) (the "Company") is pleased to announce that it has closed its non-brokered private placement (the "Private Placement") issuing a total of 4,100 units (the "Units") of the Company at a price of $1,000 per Unit raising total gross proceeds of $4,100,000. Each Unit is comprised of 20,000 unsecured convertible debenture (the "Debentures") and 20,000 non-transferable common share purchase warrants ("Warrants") of the Company.

Each Debenture has a maximum term of 3 years (the "Term") and will bear an annual simple interest rate of 7.5%. During the first year of the Term, the principal amount of each Debenture may be converted by the holder, for no additional consideration, into common shares (the "Shares") of the Company at a conversion price of $0.05 per Share and $0.10 per Share during the second and third years of the Term.

Each Warrant entitles the holder to purchase one additional Share at an exercise price of $0.075 per Share until the expiry date of the Term.

The Company paid finders fees of $32,500 and 650,000 Shares at a deemed price of $0.05 per Share to Teresa Schmid.

The Company intends to use the proceeds from the Private Placement for the exploration and development of the Company's mineral projects and for general working capital.

All securities issued are subject to a four month hold period pursuant to securities laws in Canada. The Private Placement remains subject to the final approval of the TSX Venture Exchange.

Dr. Georg Pollert, a director of the Company, subscribed for 3,175 Units in the Private Placement. As a result, the Private Placement is a related party transaction (as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101")). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units acquired by Dr. Pollert, nor the consideration for the Units paid by Dr. Pollert, exceed 25% of the Company's market capitalization.

About Blue Star Gold Corp.

Blue Star is a Vancouver-based gold and silver company focused on exploration and development within Nunavut, Canada. The Company, through its subsidiary, Inukshuk Exploration Inc. ("Inukshuk"), owns the highly prospective 8,015 ha Hood River gold concessions located contiguous with the Ulu mining lease. Inukshuk acquired its interest in the Hood River property through a renewable, 20-year Mineral Exploration Agreement with Nunavut Tunngavik Incorporated ("NTI") which holds subsurface title to Inuit Owned Lands ("IOL"). The Hood River property located within the CO-20 IOL parcel is administered by the NTI through the HOODRIVER-001 MEA signed between Inukshuk and NTI dated June 01, 2013. Blue Star has recently acquired the Ulu Gold Property, an advanced gold and silver project and with regulatory approvals has completed the transmittal of the mining lease and assignment of the permits and licenses. Together with the Hood River concessions, Blue Star controls nearly 10,000 ha of prospective mineral claims within which the Company has identified more than 40 gold occurrences.

Blue Star has 142,595,846 common shares outstanding and is listed on the TSX Venture Exchange under the symbol: BAU and on the Frankfurt Exchange under the symbol: 5WP. For information on the Company and its projects, please visit our website: www.bluestargold.ca.

For further information, please contact:

Peter Kuhn, Interim CEO
Telephone: 604.347.6999
Email: info@bluestargold.ca

Qualified Person: Warren Robb, P.Geo. a Qualified Person under National Instrument 43-101 ("NI 43-101"), has reviewed and approved the geological information contained in this news release.

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.

Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the Private Placement and the use of proceeds. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "may be", "intends" or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including: the receipt of all necessary regulatory approvals, capital expenditures and other costs, and financing and additional capital requirements. Although management of the Company have 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. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.

This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/59487

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