Angus Gold Announces $2.5 Million Brokered Private Placement

Angus Gold, is pleased to announce it has entered into an agreement with Beacon Securities Limited to act as sole lead agent and bookrunner, on behalf of a syndicate of agents, in connection with a private placement offering of 3,125,000 flow-through units at a price of $0.80 per FT Unit for gross proceeds to the Company of $2,500,000 or such other amount as agreed, subject to the maximum permitted under Part 5A of National Instrument 45-106 – Prospectus Exemptions.

Each FT Unit will consist of one common share of the Company and one half of one common share purchase warrant of the Company, each of which shall qualify as a “flow-through share” for the purposes of the Income Tax Act.

Each Warrant will entitle the holder thereof to acquire one common share at a price per Warrant Share of $0.80 for a period of 24 months from the closing of the Offering.

The Company will use an amount equal to the gross proceeds from the sale of the FT Units, pursuant to the provisions in the Tax Act, to incur eligible “Canadian exploration expenses” within the meaning of the Tax Act that qualify as “flow-through mining expenditures” on the properties of the Company, on or before December 31, 2025, and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Units effective December 31, 2024.

The FT Units will be offered for sale to purchasers resident in Canada, except Quebec, pursuant to the Listed Issuer Financing Exemption and/or in jurisdictions other than Canada that are mutually agreed to by the Company and Beacon. The FT Units issued under Listed Issuer Financing Exemption to Canadian subscribers will not be subject to a hold period in Canada (except to the extent the TSX Venture Exchange’s four-month hold period applies to the FT Units issued to certain subscribers, including directors, officers and 10% shareholders of the Company, if any).

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

The securities to be offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended 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 any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

The Offering is expected to close on or about June 21, 2024 and is subject to the Company receiving all necessary regulatory approvals.

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