MAS Gold Announces Related Party Loans

Vancouver, British Columbia (November 2, 2020) – MAS Gold Corp. (TSXV: MAS) (the “Company” or “MAS”) is pleased to announce that it has entered into two unsecured loan agreements (the “Loan Agreements”). On October 30, 2020 the Company entered a loan agreement (the “EROS Loan Agreement”) with EROS Resources Corp. (“EROS”) to borrow up to a maximum amount of $500,000 (the “EROS Loan”).

The principal amount of the EROS Loan outstanding under the EROS Loan Agreement shall bear interest at a rate of 5.0% per annum and the EROS Loan shall mature on the earlier of: (i) demand by EROS; or (ii) October 30, 2021.

On the same date the Company entered a loan agreement (the “Netolitzky Loan Agreement”) with Mr. Ronald Netolitzky to borrow up to a maximum amount of $200,000 (the “Netolitzky Loan”). The principal amount of the Netolitzky Loan outstanding under the Netolitzky Loan Agreement shall bear interest at a rate of 5.0% per annum and the Netolitzky Loan shall mature on the earlier of: (i) demand by Mr. Netolitzky; or (ii) October 30, 2021. The Company intends to use the proceeds of the EROS Loan and the Netolitzky Loan to fund its operations and for general and administrative expenses.

Mr. Netolitzky is a director and the Chief Executive Officer of the Company. Accordingly, the Netolitzky Loan is considered a related party transaction under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and the policies of the TSX Venture Exchange (the “TSXV”). Mr. Netolitzky abstained from voting on both the Netolitzky Loan and the EROS Loan in his capacity as a director of the Company. Andrew Davidson abstained from voting on the EROS Loan in his capacity as a director of MAS.

The Company is exempt from the formal valuation requirement under MI 61-101 respecting the Netolitzky Loan as its common shares are listed for trading on the TSXV. The Company is also exempt from the minority approval requirement under MI 61-101 as the Netolitzky Loan has been provided on reasonable commercial terms that are not less advantageous to the Company than if it were obtained from an arm’s length party. Further, the Netolitzky Loan is not convertible into or repayable in securities of the Company.

The Company did not file a material change report more than 21 days before the expected closing of the Netolitzky Loan, as the details of the Netolitzky Loan were not finalized until immediately prior to the signing of the Netolitzky Loan Agreement and the Company wishes to close the transaction as soon as practicable for sound business reasons. The Loan Agreements are subject to any required regulatory approval.

About MAS Gold Corp. 

MAS Gold Corp. is a Canadian mineral exploration company focused on road-accessible exploration projects located in the La Ronge Gold Belt of Saskatchewan. MAS Gold’s Greywacke and Preview North Gold Projects are located within 10 km of Highway 102, approximately 60 km west of the producing Seabee and Santoy gold mines operated by SSR Mining Inc.

The Greywacke North gold deposit for which a Mineral Resource of 255,500 t at 9.92 g Au/t has been estimated in the Indicated category, plus an Inferred Mineral Resource of 59,130 t at 7.42 g Au/t, at a cut-off grade of 5 g Au/t (see MAS Gold’s NI 43-101 Technical Report of June 1, 2016) is one of several known stratabound, high-grade gold-bearing zones on the Greywacke Lake Property.

The North Lake gold deposit, located on the Preview North property, has an Inferred Mineral Resource estimated at 417,000 ounces of gold contained in 14,110,000 t grading 0.92 g Au/t; see MAS Gold’s News Release dated March 25, 2020 and the NI 43-101 Technical Report dated April 10, 2020.

Qualified Person (QP)

The scientific and technical information contained in this news release has been prepared, reviewed, verified and approved by David Tupper, P.Geo. (British Columbia), Southern Empire’s VP Exploration and a Qualified Person within the context of Canadian Securities Administrators’ National Instrument 43-101; Standards of Disclosure for Mineral Projects.

On behalf of the Board of Directors of MAS Gold Corp.,
Ronald K. Netolitzky, CEO and Director

MAS Gold Corp.

Suite 420 – 789 West Pender Street
Vancouver, British Columbia
Canada, V6C 1H2

For more information, please contact:

Lubica Keighery, VP Corporate Development

Cautionary Notice on Forward-Looking Information

This news release includes certain forward-looking statements or information that could cause actual results to differ materially from MAS’ plans or expectations. In particular, this press release contains forward-looking information relating to the use of proceeds of the EROS Loan and the Netolitzky Loan. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. The material factors and assumptions include the cost of operations and the availability of future capital. Risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: the need to obtain additional financing to continue operations and uncertainty as to the availability and terms of future financing; changes in tax laws; general economic and business conditions; and changes in regulations. The Company cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

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