Komet Announces $3.33 Million Non-Brokered Private Placements

KOMET ANNOUNCES $3.33 MILLION NON-BROKERED PRIVATE PLACEMENTS

Montreal, Québec – September 2, 2020 – Komet Resour ces Inc. (“Komet” or the

“Corporation”) (TSX-V : KMT ) is pleased to announce non-brokered private placeme nts of up

to $3.33 million, consisting of (i) 12,500,000 units of the Corporation (each, a " Unit ") at a price of

$0.13 per Unit, for gross proceeds of up to $1.63 million and (ii) 10,000,000 flow-through shares

of the Corporation (the “ FT Shares ”), at a price of $0.17 per FT Share, for gross proceeds of up

to $1.7 million (collectively, the " Offerings").

Each Unit will consist of one common share of the C orporation (each, a " Common Share ") and

one-half of one common share purchase warrant of th e Corporation (each whole warrant, a

"Warrant "). Each Warrant will entitle the holder thereof to acquire one Common Share at a price

of $0.20 for a 24-month period following the closing date of the Offerings.

The net proceeds from the Offerings will be used fo r the exploration of newly acquired Québec

properties ($1.7 million), as well as general corporate purposes ($1.63 million).

The Offerings are available to accredited investors and existing shareholders of the Corporation,

subject to certain limitations outlined below, to ensure all shareholders may have the opportunity

to participate.

The Offerings are expected to close on or about Sep tember 30, 2020 or such other date as the

Corporation may determine. The Offerings are conditional upon receipt of all required regulatory

approvals, including the approval of the TSX Venture Exchange. The securities to be issued under

the Offerings will have a hold period of four month s and one day from the closing date of the

Offerings, in accordance with applicable securities laws.

The following "insiders" of the Corporation intend to subscribe for the following securities:

Insider Category Number of

Securitie s Subscription Amount

Robert Wares 10% Security Holder; Chairman

and Interim President 3,700,000 Units $481,000

Robert Wares 10% Security Holder; Chairman

and Interim President 3,000,000 (FT) $510,000

Pierre Colas Director 250,000 (FT) $42,500

Mathieu Savard Director 100,000 (FT) $17,000

Etienne Courchesne CFO 35,000 (FT) $5,950

The subscription by insiders , pursuant to the Offerings , is considered to be a related party

transaction subject to Multilateral Instrument 61-1 01 (“MI 61-101”). The Corporation intends to

rely on exemptions from the formal valuation and mi nority shareholder approval requirements

provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that participation in the

Offerings by insiders will not exceed 25% of the fa ir market value of the Corporation's market

capitalization.

Additional information for existing shareholders relying on the Existing Shareholder

Exemption

Shareholders of record of the Corporation as at September 1, 2020 (the “ Record Date ”), who are

not accredited investors, are eligible to participate in the Offerings under the “Existing Shareholder

Exemption”, available under Canadian securities laws. The Existing Shareholder Exemption limits

a shareholder to a maximum investment of $15,000 in a 12-month period from the date of closing

of the Offerings, unless the shareholder has obtain ed advice regarding the suitability of the

investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been

obtained from a person that is registered as an inv estment dealer in the jurisdiction. Any person

who becomes a shareholder of the Corporation after the Record Date is not permitted to

participate in the Offering using the Existing Shareholder Exemption, however other exemptions

may still be available to them. Non-Accredited shareholders who became shareholders after the

Record Date should consult their professional advis ors when completing their subscription form

to ensure that they use the correct exemption. The Corporation confirms there is no material fact

or material change relating to the Corporation that has not been generally disclosed.

The Offerings are subject to a minimum subscription of $2,000 per subscriber. Subscriptions

received from existing shareholders relying on this exemption will be treated on a first come first

serve basis. In the event of an oversubscription to the Offerings, the Corporation may seek TSX-

V approval for such oversubscription or may allocat e Units or FT Shares on a pro-rata basis

amongst all subscribers qualifying under all available exemptions.

Any investor or existing shareholders should contact the Corporation no later than September 15,

2020 if they have any questions or have an interest in participating in the Offerings.

This news release does not constitute an offer to s ell or a solicitation of an offer to buy nor shall

there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale

would be unlawful, including any of the securities in the United States of America. The securities

have not been and will not be registered under the United States Securities Act of 1933, as

amended (the " 1933 Act ") or any state securities laws and may not be offe red or sold within the

United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under

the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an

exemption from such registration requirements is available.

About Komet

Komet is a Montreal-based mineral exploration company listed on the TSX-V under symbol KMT

and is now focused on exploration and development of gold and base metal properties in Eastern

Canada. Komet is active in New Brunswick where it i s exploring in the prolific Bathurst Mining

Camp and the Company is advancing several greenfield exploration opportunities in Quebec.

Investor Relations/information:

Mr. Robert Wares, Chairman and interim President ([email protected]).

Neither TSX Venture Exchange nor its Regulation Ser vices Provider (as that term is defined in

policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this

release

Cautionary Statement on Forward-Looking Information

This news release contains "forward-looking informa tion" within the meaning of applicable Canadian

securities legislation based on expectations, estimates and projections as at the date of this news release.

Forward-looking information involves risks, uncerta inties and other factors that could cause actual ev ents,

results, performance, prospects and opportunities t o differ materially from those expressed or implied by

such forward-looking information. Factors that coul d cause actual results to differ materially from su ch

forward-looking information include, but are not li mited to, capital and operating costs varying signi ficantly

from estimates; the preliminary nature of metallurg ical test results; delays in obtaining or failures to obtain

required governmental, environmental or other proje ct approvals; uncertainties relating to the availab ility

and costs of financing needed in the future; changes in equity markets; inflation; fluctuations in commodity

prices; delays in the development of projects; the other risks involved in the mineral exploration and

development industry; and those risks set out in th e Corporation’s public documents filed on SEDAR at

www.sedar.com. Although the Corporation believes that the assumptions and factors used in preparing the

forward-looking information in this news release ar e reasonable, undue reliance should not be placed o n

such information, which only applies as of the date of this news release, and no assurance can be give n

that such events will occur in the disclosed time frames or at all. The Corporation disclaims any intention or

obligation to update or revise any forward-looking information, whether as a result of new information, future

events or otherwise, other than as required by law.