AIR.V · 2020-01-10 12:00:00

Regency Reaches Definitive Agreement with Benton Resources on the Thunder Bay North and Escape Lake Platinum Group Metal Properties , Advances its Application for Change of Business , Proposes a Change of Name to “Clean Air

Corporate Actions

Regency Reaches Definitive Agreement with Benton Resources on the Thunder

Bay North and Escape Lake Platinum Group Metal Properties , Advances its

Application for Change of Business , Proposes a Change of Name to “Clean Air

Metals Inc.” and Initiates a $10M Brokered Private Placement.

NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA

Vancouver, B.C., January 10, 2020 – Regency Gold Corp. (“Regency” or the “Company”) (NEX:

RAU.H) is pleased to announce that it has entered into a definitive option agreement (the “ Option

Agreement”) with Benton Resources Inc. (" Benton") (TSXV: BEX) whereby Regency has acquired an

option to acquire a 100% right, title and interest in the Escape Lake Property (the “ Escape Lake

Property”), subject to a 1.0% net smelter return royalty to be ret ained by Rio Tinto Exploration Canada

Inc. (“RTEC”), from Benton with such option to be conditional on Benton exercising its pre-existing option

to acquire the Escape Lake Property from RTEC . In addition, Benton also assigned to Regency its rights

under a letter of intent previously entered into with Panoramic Resources Inc. (“PAN”) pursuant to which

Benton acquired the right to acquire 100% of PAN’s subsidiary , Panoramic PGM (Canada) Ltd. (the “ Pan

Subsidiary”) which owns the Thunder Bay North Project (the “TBN Project”).

The TBN Project is located approximately 50km northeast of Thunder Bay within the Thunder B ay Mining

Division in north-west Ontario, Canada, in the northern part of the Proterozoic Midcontinent Rift region, an

important emerging Ni-Cu-PGM province. The TBN Project consists of 219 unpatented mining claims (2,551

claim units of 16 hectares) covering approximately 40,816 hectares. The 220 hectare Escape Lake Property

is located within the TBN Project claim block and along the interpreted magma conduit system which

controls the Pt-Pd-Base Metal mineralization on the TBN Project.

Mr. Jim Gallagher, former CEO of North American Palladium and Executive Chairman-designate of Clean

Air Metals Inc. stated, “The recent acquisition of the Lac des Iles Mine by Impala Platinum underscores the

globally recognized significance of the PGE -rich Thu nder Bay North region. Clean Air Metals has

consolidated two prospective PGE properties with a significant amount of historical exploration drilling with

some impressive PGE-Ni-Cu intercepts in North America and is focused on expanding these results.”

Terms of Option Agreement

Under the Option Agreement in order to acquire a 100% right, title and interest in the Escape Lake Property

from Benton (subject to Benton exercising its pre-existing option with RTEC) and Benton’s rights to acquire

a 100% right, title and interest in the TBN Project, Regency must complete the following:

(a) enter into a definitive share purchase agreement (the “Pan Agreement”) with Magma Metals PTY

LTD (“Magma”), a wholly-owned subsidiary of PAN, and make an initial $250,000 payment. These

requirements have both been completed;

(b) issue to Benton an aggregate of 24,615,384 common shares (the “Consideration Shares”) in

the capital of Regency;

Agreement”) dated October 9, 2019, between RTEC and Benton required in order for Benton to

exercise Benton’s Option to earn a 100% interest in the Escape Lake Property . These payments

are set out below;

(d) fulfil all the remaining payments under the terms of the PAN Agreement; and

(e) grant to Benton a 0.5% net smelter return royalty from production on the Escape Lake Property

and a 0.5% net smelter return royalty from production on any mineral claims comprising the TBN

Project over which a net smelter royalty has not previously been granted.

The RTEC Agreement

Under the RTEC Agreement, Benton was granted an option to acquire 100% ownership interest in Escape

Lake Property, subject to a 1% net smelter return royalty to be retained by RTEC, in exchange for payment

of CAD$6 million by Benton to RTEC over a three-year period, as follows:

(a) C$3 million due on signing, immediately following receipt of regulatory approval (this amount has

been paid by Benton resulting in the proposed issuance of the Consideration Shares to Benton);

(b) C$1 million on the first anniversary of the signing of the RTEC Agreement;

(d) C$1 million on the third anniversary of the signing of the RTEC Agreement.

Under the terms of the Option Agreement, Regency has assumed and is bound and shall perform the

obligations of Benton under the RTEC Agreement.

The PAN Agreement

Under the P AN Agreement, Regency has the right to acquire a 100% ownership interest in the Pan

Subsidiary, the subsidiary of Magma that holds the TBN Project, in exchange for payment of CAD$9 million

by Regency to PAN over a three-year period, as follows:

(a) C$4.5 million due on closing of the acquisition of the TBN Project to be paid by Regency;

(b) C$1.5 million on the first anniversary of the closing of the acquisition of the TBN Project;

(d) C$1.5 million on the third anniversary of the closing of the acquisition of the TBN Project.

Regency has made the initial payment of $250,000 (which will be credited to the purchase price) to PAN,

which extends the proposed closing of the acquisit ion and the initial payment of $4.5 million, by 60 days.

In addition, Regency now has the ability to get up to three additional 30 -day extensions by making a

$10,000 payment for each extension.

The Consideration Shares to be issued by Regency to Benton shall not exceed 19.9% of issued share capital

of Regency and will be subject to a four-month and one day “hold period” from the date of issuance. The

Consideration Shares may be subject to the escrow requirements of the TSX Venture Exchange (the

“TSXV”).

Satisfaction of Conditions to Closing

The grant of the option under the Option Agreement is subject to the satisfaction of certain conditions

precedent, including:

(a) Receipt of all necessary consents, approvals and other authorizations of any regulatory authorities,

shareholders or third parties has been obtained, including but not limit ed to the approval of the

TSXV;

(b) The representations and warranties of the parties in the Option Agreement remaining accurate at

and as of the closing date;

conditions have been satisfied);

(d) RTEC having consented to Regency acquiring the option on the RTEC Agreement. The parties have

settled the form of consent and acknowledgement with respect to this condition and expect the

conditions to be satisfied in the next few days;

(e) The completion by Regency of a financing for gross proceeds of a minimum of $7,500,000 (the

“Offering”) at an offering price of not less than $0.15 per security.

Offering

In connection with the Offering, Regency has engaged Paradigm Capital Inc. and Sprott Capital Partners

LP (the “Agents”) to complete a brokered private placement of up to $10 million of subscription receipts

(the “Subscription Receipts”) on a best efforts agency basis. The indicative issue pric e is $0.20 per

Subscription Receipt. The definitive issue price of the Subscription Receipts will be determined in the

context of the market. The net proceeds of the Offering will be placed in escrow pending satisfaction of

certain escrow release conditions which will include the closing of the grant of the option under the Option

Agreement.

Upon satisfaction of the escrow release conditions prior to 120 days following the closing of the Offering,

(the “Escrow Release Deadlin e”) each Subscription Recei pt shall entitle the holder thereof to receive,

without payment of any additional consideration and subject to adjustment, units of Regency (the “Units”).

Each Unit will consist of one common share of Regency and one -half of one common share purchase

warrant (each whole warrant a “Warrant”), with each Warrant entitling the holder thereof to acquire one

common share of Regency. The definitive terms of the Warrants shall be determined in the context of the

market. In the event the escrow release conditions are not satisfied by the Escrow Release Deadline, the

proceeds will be returned to the holders of the Subscription Receipts.

Reactivation

Regency has been inactive for more than one year, when it ceased its involvement in the life sciences and

pharmaceutical sector. The Company’s shares are now listed on the NEX Board of the TSXV (the “ NEX

Board”) under the symbol RAU.H. The transaction will result in the reactivation of the Company under the

TSXV polices and will require a change of business of the Company to the mining sector (the “Change of

Business”). The common shares of Regency are currently halted in connection with this announcement

and will remain halted pending completion of the reactivation or until such e arlier date as the TSXV and

the Company determine the halt is no longer required. Once reactivated, the Company intends t o transfer

its listing from the NEX Board to the TSXV. The Company has also applied for Change of Name of the

Company to “Clean Air Metals Inc.”, with ticker symbol “AIR” on the TSXV.

Qualified Person

Abraham Drost, M.Sc., P. Geo. , Consultant to the Corporation and “ Qualified Person ” under National

Instrument 43-101, has reviewed approved the scientific and technical disclosure in this news release.

ON BEHALF OF THE BOARD OF DIRECTORS

"William Radvak"

William Radvak, President and Chief Executive Officer

For further information, please contact:

Abraham Drost, CEO-designate, Clean Air Metals Inc.

Phone: 807-252-7800

Email: [email protected]

www.cleanairmetals.ca

THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR

THEADEQUACY OR ACCURACY OF THIS RELEASE.

Completion of the transaction contemplated by the Option Agreement , the issue price of the subscription

receipts, the terms of the units (and securities being offered) and the closing of the Offering is subject to

a number of conditions, including but not limited to, TSXV acceptance a nd, if applicable, disinterested

shareholder approval. The transaction cannot close until the required shareholder approval is obtained.

There can be no assurance that the contemplated transaction or the Offering will be completed as proposed

or at all. 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 contemplated transactions may not be accurate or complete and should not be relied upon.

Trading in the securities of Regency should be considered highly speculative. The TSXV has in no way

passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents

of this news release. Further details of the transaction contemplated by the Option Agreement will be

included in subsequent news releases and disclosure documents to be filed by Regency.

The information contained herein contains "forward -looking statements" within the meaning of applicable

securities legislation. Forward -looking statements relate to information that is based on assumptions of

management, forecasts of future results, and estimates of amounts not yet determinable. Any statements

that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events

or performance are not statements of historical fact and may be "forward -looking statements." Forward -

looking statements are subject to a variety of risks and uncertainties which could cause actual events or

results to differ from those reflected in the forward -looking statements, including, without limitation: risks

related to failure to obtain adequate financing on a timely basis and on acceptable terms; risk s related to

the outcome of legal proceedings; political and regulatory risks associated with mining and exploration;

risks related to the maintenance of stock exchange listings; risks related to environmental regulation and

liability; the potential for de lays in exploration or development activities or the completion of feasibility

studies; the uncertainty of profitability; risks and uncertainties relating to the interpretation of drill results,

the geology, grade and continuity of mineral deposits; risks related to the inherent uncertainty of production

and cost estimates and the potential for unexpected costs and expenses; results of prefeasibility and

feasibility studies, and the possibility that future exploration, development or mining results will not be

consistent with the Company's expectations; risks related to commodity price fluctuations; and other risks

and uncertainties related to the Company's prospects, properties and business detailed elsewhere in the

Company's disclosure record. Should one o r more of these risks and uncertainties materialize, or should

underlying assumptions prove incorrect, actual results may vary materially from those described in forward-

looking statements. Investors are cautioned against attributing undue certainty to for ward-looking

statements. These forward looking statements are made as of the date hereof and the Company does not

assume any obligation to update or revise them to reflect new events or circumstances. Actual events or

results could differ materially from the Company's expectations or projections.

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