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METL.CN ·

RooGold Inc. Closes Definitive Agreement with RooGold Ltd.

Mergers & Acquisitions

Suite 615 – 800 West Pender Street, Vancouver, BC V6C 2V6

ROOGOLD INC. CLOSES DEFINITIVE AGREEMENT WITH ROOGOLD

LTD.

VANCOUVER, BC – January 26, 2021 – (CSE: ROO) (OTC: JNCC F) (Frankfurt: 5VHA) –

Further to the August 30, 2021 news release, RooGold Inc. (“ RooGold” or the “Issuer ”) and

1267248 B.C. Ltd. (formerly RooGold, “Roo Private Co.” ) are pleased to announce that New

South Wales ministerial approval of the indirect change in control of Roo Private Co.’s wholly-

owned subsidiary, Great Southern Precious Metals Pty Ltd. (the “Subsidiary”), has been received

and the parties have now closed the Definitive Agreement in which RooGold has acquired Roo

Private Co. and its Subsidiary, which holds 100% interests in nine (9) past producing and

exploratory properties (the "Properties") in New South Wales (NSW).

The Properties being acquired have hosted historical high- grade gold and silver production, but

have limited exploration work conducted on them recently . The Properties provide diversity in

terms of the deposit types and are controlled by renowned regional structures and contacts. One of

these structures is the well -recognized Peel -Manning fault system. The Properties have had a

combined total of 93 historic precious metals mines and prospects. Highly lucrative production

grades of up to 384 g/t Au and 1,200 g/t Ag have been recorded on these historical mines. The

Properties represent a very unique proposition: they possess a rare combination of having large

exploration potential along with strong indications pointing towards the presence of high- grade

mineralization through the significant historical mines and prospects.

The Company issued twenty million (20,000,000) common shares (the "Purchase Shares") to the

shareholders ("Shareholders") of Roo Private Co. in exchange for all of the issued and outstanding

shares of Roo Private Co . The Roo Private Co. Shareholders have entered into voluntary lockup

undertakings wherein the Purchase Shares, which are otherwise free-trading, will be released as to

25% on February 27, 2022, 25% on August 27, 2022, an additional 25% on February 27, 2023,

and the balance on August 27, 2023.

For further information please contact:

Ryan Bilodeau

(416) 910-1440

[email protected]

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of applicable securities law.

Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “project”,

“intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or

conditions “may” or “will” occur.

Suite 615 – 800 West Pender Street, Vancouver, BC V6C 2V6

Although the Issuer believes that the expectations reflected in applicable forward-looking statements are

reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking

statements are subject to risks and uncertainties that may cause actual results, performance or

developments to differ materially from those contained in such statements.

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION SERVICES PROVIDER

ACCEPTSRESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.