MAS Gold Announces Private Placement Financing

TSX-V:MAS

/THIS PRESS RELEASE SHOULD NOT BE DISTRIBUTED IN UNITED STATES OR TO US NEWS AGENCIES./

VANCOUVER, BC, May 5, 2022 /CNW/ – MAS Gold Corp. (“MAS Gold“or the”Company“) – SAM is pleased to announce a non-brokered private placement of a minimum of $2,000,000 and up to a maximum of $3,000,000 through the sale of units of the Company (the “Units“) at the price of $0.10 per unit (the “Offer“).

Each unit consists of one common share (a “Ordinary share“) and one (1) common share purchase warrant (one “To guarantee“). Each warrant is exercisable to acquire one common share (a “Warrant action“) at the price of $0.20 for 24 months after the closing of the Offering, subject to earlier expiry if, commencing four months after the closing of the Offering, the daily volume-weighted average trading price of the Common Shares exceeds $0.30 for 10 consecutive trading days.

MAS Gold intends to use the net proceeds of the offering to help the Company advance its pipeline of potential projects as well as its working capital requirements and for other general corporate purposes.

The Units to be issued pursuant to the Offering will be offered by way of private placement in each of the provinces of Canadaand such other jurisdictions as may be determined by MAS Gold, in each case, pursuant to applicable exemptions from prospectus requirements under applicable securities laws.

The Offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSXV. The securities issued via the Offer will be subject to a legal resale restriction period of four months. MAS Gold will pay finder’s fees on a portion of the offering in accordance with applicable securities laws and the policies of the TSXV.

MAS Gold advises that insiders of MAS Gold may participate in the Offer, which will be made pursuant to exemptions available to related parties under NI 61-101.

About MAS Gold Corp.

MAS Gold Corp. is a Canadian mining exploration company focused on exploration projects in the future La Ronge greenstone belt Saskatchewan. In the belt, MAS Gold Corp. operates the Greywacke, North Lake and the Point Advanced Gold Projects, each containing zones of gold mineralization intercepted by drilling. MAS Gold’s NI 43-101 Technical Report June 1, 2016 concerning the Greywacke deposit is available on SEDAR and on the MAS Gold website: www.masgoldcorp.com.

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

Jim Engdahl
President and CEO
: 306-986-5722
c: 306-262-4964

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

The securities offered under the Offer have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any State of United Statesand may not be offered or sold in United States or to, or on behalf of or for the benefit of, any U.S. Person (as defined in Regulation S of the Securities Act) or a person in United Statesunless an exemption from these registration requirements is available.

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 press release.

SOURCE MAS Gold Corp

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Michael J. Birnbaum