Norseman Capital Ltd. Completes Acquisition of Caribou Property Option and Closes $450,000 Non-Brokered Private Placement

Norseman Capital Ltd. Completes Acquisition of Caribou Property Option and Closes $450,000

Non-Brokered Private Placement

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR

DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Vancouver, British Columbia – August 19, 2020 – Norseman Capita l Ltd. (NEX:NOC.H) (“ Norseman” or the

“Company”) is pleased to announce that, further to its announcement on June 3, 2020, it has completed the

acquisition (the “ Transaction”) of an option to acquire a 100% interest in certain mining cl aims located in the

Skeena Mining Division area in British Columbia (the “ Caribou Property”), pursuant to an option agreement (the

“Option Agreement”) with Cloudbreak Discover Corp. (“Cloudbreak”).

Pursuant to the Option Agreement, in order to fully exercise th e option (the “ Option”), the Company shall pay to

Cloudbreak an aggregate of $80,000 and 2,750,000 common shares in the capital of the Company (“ Common

Shares”) in three installments. The first installment is composed of $10,000, payable on the effective date (the

“Effective Date”) of the Option Agreement and 1,000,000 Common Shares issuable within five business days of

approval of the TSX Venture Exchange (“ TSXV”). The second installment is composed of $20,000 and 750,000

Common shares and is payable on the first anniversary of the Ef fective Date. The third and final installment is

composed of $50,000 and 1,000,000 Shares and is payable on the second anniversary of the Effective Date.

In addition, pursuant to the Option Agreement, the Company shal l grant to Cloudbreak a 2.0% net smelter return

(“NSR”) royalty. The Company shall have the right to acquire one-hal f of the NSR from Cloudbreak at a price of

$1,000,000, in which case the Company shall have the right to a cquire the remaining half of the NSR at price of

$4,000,000, for an aggregate of $5,000,000.

Upon issuance of the final exchange bulletin of the TSXV, the C ompany will complete its reactivation from the

NEX board of the TSX Venture Exchange (“TSXV”) to Tier 2 of the TSXV. It is anticipated that effective Monday,

August 24, trading of the Company’s common shares will commence on the TSXV under the trading symbol

“NOC”.

Non-brokered Private Placement

The Company also announces that it has closed its previously an nounced non-brokered private placement financing

(the “Initial Offering”) of common shares (“Shares”). The Initial Offering consisted of the sale of 3,000,000 Shares

at a price of $0.05 per Share for aggregate gross proceeds of $150,000.

The Company intends to use the net proceeds from the Initial Of fering for general corporate and working capital

purposes.

In connection with the Initial Offering, Mr. Campbell Smyth, a director of the Company, acquired 320,000 Shares.

This is a “related party transaction” as such term is defined b y Multilateral Instrument 61-101 - Protection of

Minority Security Holders in Special Transactions ( “MI 61-101 ”), requiring the Company, in the absence of

exemptions, to obtain a formal valuation for, and minority shar eholder approval of, the “related party transaction”.

The Company intends to rely on an exemption from the formal val uation and minority shareholder approval

requirements set out in MI 61-101 as the fair market value of t he participation in the Offering by Mr. Smyth does

not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

The Company also announces that it has closed its previously an nounced non-brokered private placement financing

(the ''Second Offering'') of units (“Units”). The Second Offering consisted of the sale of 2,000,000 Unit s at a price

of $0.15 per Unit for aggregate gross proceeds of $300,000. Each Unit is composed of one common share (“Share”)

and one-half of one Share purchase warrant (“ Warrant”). Each whole Warrant shall entitle the holder to purchase

one Share at a price of CAD$0.25 per Share for a period of twenty-four months from the date of issuance.

The Company intends to use the n et proceeds from the Second Off ering for general corporate and working capital

purposes and on the recommended phase 1 program on the Caribou Property in connection with the entering into of

the Option Agreement.

Completion of each of the Trans action, the Initial Offering, and the Second Offering is subject to certain conditions

including, but not limited to, th e receipt of all necessary app rovals, including the approval of the TSX Venture

Exchange and applicable securities regulatory authorities. All securities issued and issuable pursuant to the

Transaction, the Initial Offering, and the Second Offering will be subject to a four month and one day statutory hold

period.

For further information, please contact:

John W. Barr

Interim Chief Executive Officer

T: + 61 0 418 912 885

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale

of the securities in any jurisdictions in which such offer, solicitation or sale would be unlawful. Any offering made

will be pursuant to available prospectus exemptions and restri cted to persons to whom the securities may be sold in

accordance with the laws of such jurisdictions, and by persons permitted to sell the securities in accordance with the

laws of such jurisdictions.

Neither the TSX Venture Exchange nor its Re gulation Services Provider (as that term is defined in the policies of the TSX

Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Caution concerning forward-looking statements: The information in this release may contain forward-looking information under

applicable securities laws which is not comprised of historical fa cts. This forward-looking information is subject to known and

unknown risks, uncertainties and other facto rs that may cause actual results to differ materially from those implied by the

forward-looking information. Forward-looking information in this news release may include statements made herein with respect

to, among other things, the Company’s obj ectives, goals or future plans, potentia l corporate and/or property acquisitions,

exploration results, potential mineralization, exploration and mine development plans, timi ng of the commencement of

operations, and estimates of market conditions. Factors that may c ause actual results to vary in clude, but are not limited to,

inability to complete the Initial Offering or the Second Offeri ng, inability to complete the Tr ansaction, inaccurate assumption s

concerning the exploration for and development of mineral depos its, political instability, currency fluctuations, unanticipated

operational or technical difficulties, changes in laws or regulations, the risks of obtai ning necessary licenses and permits,

changes in general economic conditions or c onditions in the financial markets and the inability to raise additional financing, as

well as those risks set out in the Company ’s public disclosure documents filed on SEDAR.. Readers are cautioned not to place

undue reliance on this forward-looking information. The Com pany does not assume the obliga tion to revise or update his

forward-looking information after the date of this release or to revise such information to reflect the occurrence of future

unanticipated events except as may be required under applicable securities laws.