OFFERING OF RIGHTS TO SUBSCRIBE FOR COMMON SHARES AT A PRICE OF $0.01 PER COMMON SHARE

PLEASE READ THIS MATERIAL CAREFULLY AS YOU ARE REQUIRED TO MAKE A DECISION PRIOR TO 5:00 P.M. (TORONTO TIME) ON SEPTEMBER 5, 2023

This rights offering circular (this “Circular”) is prepared by management. No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this Circular. Any representation to the contrary is an offence.

This is the Circular we referred to in the June 22, 2023 rights offering notice (the “Notice”), which you should have already received. Your rights direct registration system advice (“DRS Advice”) and relevant forms were enclosed with the Notice. This Circular should be read in conjunction with the Notice and our continuous disclosure prior to making an investment decision.

The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. This rights offering circular does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States, and the securities offered herein may not be offered or sold in or into the United States or to U.S. persons. “United States” and “U.S. persons” are as defined in Regulation S under the U.S. Securities Act.

OFFERING OF RIGHTS TO SUBSCRIBE FOR COMMON SHARES AT A PRICE OF $0.01 PER COMMON SHARE

References in this Circular to “we”, “our”, “us” and similar terms are to MAS Gold Corp. (“MAS” or the “Company”). References in this Circular to “you”, “your” and similar terms are to holders of MAS’s common shares. Unless otherwise indicated, references herein to “$” or “dollars” are to Canadian dollars.

We currently have a working capital deficit. We require 100% of the Rights Offering to meet our working capital requirements for the next twelve (12) months.

Download to Read the Full Rights Offering Circular Document