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UrbanGold Announces Closing of Brokered Private Placement

Ottawa, Ontario--(Newsfile Corp. - December 6, 2019) - UrbanGold Minerals Inc. (TSXV: UGM) ("UrbanGold" or the "Company") is pleased to announce the closing of its previously announced brokered private placement led by Industrial Alliance Securities Inc. (the "Agent") as lead agent and sole bookrunner for the sale on a best efforts basis of 2,680,000 units of the Company ("Units") and 5,604,668 common shares issued on a flow-through basis (the "Flow-Through Shares") for gross proceeds of $1,175,700.20 (the "Offering"). Each Unit is comprised of one (1) common share of the Company ("Common Share") and one-half of one (1/2) Common Share purchase warrant ("Warrant"). Each whole Warrant entitles the holder thereof to purchase one Common Share for $0.18 expiring 18 months from the date of the closing of the Offering. Directors, officers and other insiders subscribed for a total of 5.8% of the gross proceeds of the Offering.

UrbanGold intends to use $840,700 of the gross proceeds from the Flow-Through Shares to fund the Company's exploration program on its principal gold assets and approximately $335,000 of the gross proceeds from the Units to pay the commissions and expenses of the Offering and to fund working capital and for general corporate purposes.

In connection with the Offering, the Agent received (i) a cash commission of $85,306.52, (ii) 187,050 compensation options exercisable at a price of $0.125 per share and 412,835 compensation options exercisable at a price of $0.15 per share, to purchase Common Shares, exercisable twenty-four (24) months following the closing of the Offering.

Completion of the Offering is subject to final approval of the TSX Venture Exchange. The Common Shares, Warrants and Flow-Through Shares are subject to a four month hold period. The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended (the "Act"), and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available.

The insider participation is deemed to be a "related party transaction" as defined under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Neither UrbanGold, nor to the knowledge of UrbanGold after reasonable inquiry, a related party, has knowledge of any material information concerning UrbanGold or its securities that has not been generally disclosed. The Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to subsections 5.5(c) and 5.7(1)(b) of MI 61-101 as it was a distribution of securities for cash and neither the fair market value of the Units and/or Flow-Through Shares distributed to, nor the consideration received from, interested parties exceeded $2,500,000. UrbanGold did not file a material change report more than 21 days before the expected closing of the Offering because the details of the participation therein by related parties of UrbanGold were not settled until shortly prior to closing of the Offering.

About UrbanGold

UrbanGold Minerals Inc. is a federally incorporated gold and base-metals exploration company operating in Quebec, Canada. The Corporation's common shares trade on the TSX Venture Exchange under the symbol "UGM".

Forward Looking Information

This news release may contain certain forward-looking information and statements, including without limitation, statements pertaining to the use of proceeds and the Company's ability to obtain necessary approvals from the TSX Venture Exchange. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in UrbanGold's disclosure documents on the SEDAR website at www.sedar.com. UrbanGold does not undertake to update any forward-looking information except in accordance with applicable securities laws.

For further information

Mathieu Stephens, President and Chief Executive Officer
mstephens@urbangoldminerals.com

Jens Hansen, Chairman of the Board
jhansen@urbangoldminerals.com

Phone (613) 721-2919
www.urbangoldminerals.com

Neither 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/50523