Ct Developers Ltd. Announces the Closing of $7 Million Private Placement Offering by Magna Mining Corp.

Unit 1 – 1764 Rathburn Road East Mississauga, Ontario L4W 2N8

CT DEVELOPERS LTD. ANNOUNCES THE CLOSING OF $7 MILLION PRIVATE PLACEMENT OFFERING BY MAGNA MINING CORP.

February 16, 2021 – Vancouver, British Columbia (TSX-V: DEV.H). CT Developers Ltd. ("CT" or the "Company"), a capital pool company, is pleased to announce the closing of the previously announced financing by Magna Mining Corp. ("Magna") comprised of 10,770,000 subscription receipts of Magna ("Subscription Receipts") at a price of $0.65 per Subscription Receipt (the "Offering"), in accordance with, among other things, the provisions of an agency agreement (the "Agency Agreement") dated February 12, 2021 between Magna, Canaccord Genuity Corp. (the "Lead Agent"), Paradigm Capital Inc., Desjardins Securities Inc., and Eight Capital (collectively with the Lead Agent, the "Agents") and CT.

Each Subscription Receipt will entitle the holder thereof to receive, without payment of any additional consideration and without further action on the part of the holder thereof, one common share in the capital of Magna (each, a "Magna Share") and one-half of one Magna Share purchase warrant (each whole warrant, a "Magna Warrant") upon satisfaction of certain escrow release conditions ("Escrow Release Conditions"). Each Magna Warrant will be exercisable into one Magna Share at an exercise price of $1.00 per Magna Share for a period of 18 months from the date on which the Escrow Release Conditions are satisfied, subject to the right of Magna to accelerate the expiry date of the Magna Warrants, if, at any time following the date that is four months and one day following the closing date of the Offering, the volume-weighted average trading price of the Magna Shares for any 10 consecutive trading days is greater than $1.50 per Magna Share (all prices to be adjusted for conversion to CT Shares at the Exchange Ratio on completion of the Amalgamation (as defined below)).

In connection with the Offering, Magna has: (i) paid to the Agents, a fee of 6% of the gross proceeds of the Offering (less the proceeds from investors on a President's List); (ii) paid to the Agents, a cash fee of 3% of the proceeds from investors on the President's List; (iii) issued to the Agents compensation options ("Compensation Options") equal to 6% of the aggregate number of Subscription Receipts issued in the Offering (less the number of Subscription Receipts issued to investors on the President's List); and (iv) issued the Lead Agent that number of Subscription Receipts as is equal to 1.5% of the aggregate number of Subscription Receipts issued under the Offering.

Each Compensation Option will entitle the holder thereof to acquire one unit of Magna (a "Broker Unit"), each Broker Unit consisting of one Magna Share and one-half of one Magna Warrant, at an exercise price equal to $0.65 for a period of 24 months following the date on which the Escrow Release Conditions are satisfied. Each Compensation Option will be exchanged for an equivalent security of CT based on the Exchange Ratio (as defined below).

The net proceeds of the Offering, following satisfaction of the Escrow Release Conditions, will be used for exploration expenditures at the Shakespeare Project and for general working capital purposes.

The Qualifying Transaction

Pursuant to an agreement dated February 10, 2021 (the "Definitive Agreement") between CT, Magna and 2813443 Ontario Inc., a wholly-owned subsidiary of CT created specifically for the purposes of the Amalgamation (as defined below) ("Subco"), the parties will complete a three-cornered amalgamation (the "Qualifying Transaction") pursuant to Policy 2.4 – Capital Pool Companies (the "Policy") of the TSX Venture Exchange (the "Exchange"). Pursuant to the Definitive Agreement, the parties will complete a three-cornered amalgamation (the "Amalgamation") whereby Magna will amalgamate with Subco and, pursuant thereto, all of the common shares of Magna (the "Magna Shares") will be cancelled and CT will issue 1.625 common shares in the capital of CT (the "CT Shares") in consideration for each such Magna Share so cancelled (the "Exchange Ratio"). Prior to the completion of the Amalgamation, CT will complete a consolidation on the basis of 4 pre-consolidation CT Shares for each post-consolidation CT Share (the "Consolidation"). In addition, each convertible, exchangeable, or exercisable security of Magna shall be exchanged for a convertible exchangeable, or exercisable security, as applicable, of CT on substantially the same economic terms and conditions as the original convertible, exchangeable or exercisable security of Magna based on the Exchange Ratio.

In connection with the Amalgamation, each Magna Share and Magna Warrant issued upon conversion of a Subscription Receipt will be converted into securities of CT based on the Exchange Ratio. As a result, up to 17,501,250 CT Shares (at an effective price of $0.40 per CT Share) and 8,750,625 CT Warrants (with an exercise price of $0.615) will be issued in connection with the Amalgamation to subscribers under the Offering.

For further information, contact:

CT Developers Ltd.

Norm Eyolfson, CEO 416.884.8601 [email protected]

Magna Mining Corp.

Jason Jessup, CEO [email protected]

All information contained in this news release with respect to CT and Magna was supplied by the parties, respectively, for inclusion herein, and CT and its directors and officers have relied on Magna for any information concerning such party.

This news release contains forward-looking statements relating to the timing and completion of the Qualifying Transaction, the future operations of the Company and Magna and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Qualifying Transaction and the future plans and objectives of the Company and Magna are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the expectations of the Company and Magna include the failure to satisfy the conditions to completion of the Qualifying Transaction and other risks detailed from time to time in the filings made by the Company and Magna with securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company and Magna. As a result, the Company and Magna cannot guarantee that the Qualifying Transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company and Magna will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither the 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 press release.