Ophir Gold Corp. Announces Closing of Upsized C$2.75 Million Private Placement

Toronto, Ontario--(Newsfile Corp. - December 18, 2020) -  Ophir Gold Corp. (TSXV: OPHR) (FSE: 80M) ("Ophir" or the "Company") is pleased to announce that it has closed its previously announced non-brokered private placement through the issuance of an aggregate of 18,336,532 units (a "Unit") of the Company at a price of $0.15 per Unit for gross proceeds of C$2,750,480 (the "Offering").

Each Unit is comprised of one common share in the capital of the Company (each a "Common Share") and one Common Share purchase warrant (each a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of C$0.22 at any time on or before December 17, 2022.

Due to investor demand, the Offering was upsized from C$2.0 million to C$2.75 million. The net proceeds from the Offering will be used for exploration of the Company's Breccia Gold Property located in Lemhi County, Idaho, U.S. as well as for general working capital purposes. The securities issued in connection with the Offering are subject to a statutory hold period of four months and one day in accordance with applicable securities laws.

"We are happy to welcome several leading Institutional and High Net Worth precious metal investors to our share registry," comments Shawn Westcott, the Chief Executive Officer of Ophir. "Completion of this financing will fund both a Phase 1 and Phase 2 drill program in 2021, the first modern drilling the Breccia Gold Property since the 1980s."

In connection with the Offering, Red Cloud Securities Inc. ("Red Cloud") acted as a finder. As consideration for introducing certain purchasers of the Units to the Company, the Company paid to Red Cloud a cash commission of C$55,650 and issued to Red Cloud an aggregate of 371,000 finder warrants (each a "Finder Warrant"). Each Finder Warrant entitles the holder thereof to acquire one Common Share at an exercise price of C$0.15 at any time on ore before December 17, 2022. In addition, as consideration for financial advisory services provided by Red Cloud, the Company paid Red Cloud a financial advisory fee of C$51,450 and issued an aggregate of 343,000 advisory warrants (each an "Advisory Warrant") to Red Cloud. The Advisory Warrants have the same terms and conditions as the Finder Warrants.

A portion of the Offering constituted a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as certain officers and directors of the Company subscribed for an aggregate of 550,000 Units under the Offering. Such related party transactions are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of securities being issued to the related parties nor the consideration being paid by any of the related parties exceeded 25% of the Company's market capitalization. The participants in the Offering and the extent of such participation were not finalized until shortly prior to the completion of the Offering. Accordingly, it was not possible to publicly disclose details of the nature and extent of related party participation in the Offering pursuant to a material change report filed at least 21 days prior to the completion of the Offering.

The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction.

About the Breccia Gold Property

The Breccia Gold Property consists of 80 claims covering approximately 1,650 acres within the Blackbird Mining District, in Lemhi County, approximately 40 kilometres southwest of Salmon, Idaho, USA. The Property is accessible by paved highway and a network of well-maintained gravel roads and is host to the historical Gahsmith Gold Mine. Exploration and development activity on the Property dates back to the 1930s and has been exploited by at least eight adits, with several thousand tons of mineralized material extracted. The Breccia Gold Property now covers both the Meadows Fault Zone and the lesser explored, parallel Musgrove Mine Trend. Recent exploration carried out in 2018 and 2019 has included the remapping and sampling of the Meadows Fault Zone and the results are suggestive of the existence of a significant low-sulfidation, epithermal gold system.

About the Company

The Company is a gold exploration company focused on the exploration and development of its flagship property, the past producing Breccia Gold Property located in Lemhi County, Idaho, U.S. The Company has an option to earn a 100% interest in the Property over a three-year period from Canarc Resource Corp. and DG Resource Management Ltd.

On behalf of the Board of Directors

"Shawn Westcott"
Ophir Gold Corp.

For further information, please contact:

Shawn Westcott, CEO
Phone 1 (604) 365 6681

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note

The information contained herein contains "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements relate to information that is based on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. Any statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be "forward-looking statements." Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: risk related to the failure to obtain adequate financing on a timely basis and on acceptable terms; risks related to the outcome of legal proceedings; political and regulatory risks associated with mining and exploration; risks related to the maintenance of stock exchange listings; risks related to environmental regulation and liability; the potential for delays in exploration or development activities or the completion of feasibility studies; the uncertainty of profitability; risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits; risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; results of prefeasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with the Company's expectations; risks related to commodity price fluctuations; and other risks and uncertainties related to the Company's prospects, properties and business detailed elsewhere in the Company's disclosure record. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Investors are cautioned against attributing undue certainty to forward-looking statements. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances, except in accordance with applicable securities laws. Actual events or results could differ materially from the Company's expectations or projections.


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