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Cassiar Gold Announces Insider-Led Private Placement for $1 Million

Financings

Cassiar Gold Announces Insider-Led Private

Placement for $1 Million

Calgary, Alberta--(Newsfile Corp. - September 3, 2024) -

Cassiar Gold Corp. (TSXV: GLDC)

(OTCQX: CGLCF)

("

Cassiar Gold

" or the "

Company

") has arranged an insider-led, non-brokered

private placement of flow through units (the "

Units

") for gross proceeds of C$1 million (the "

Offering

")

with proceeds to be used to fund ongoing and future exploration and drill programs, at its flagship

Cassiar Gold Project in northern British Columbia, Canada.​

Each flow through Unit will consist of one common share in the capital of the Company (each, a

"

Common Share

") at a price of C$0.35 per Unit, issued on a "Canadian Exploration Expense (CEE)

flow-through" basis pursuant to the

Income Tax Act

(Canada), and one Common Share purchase

warrant (each, a "

Warrant

"). Each Warrant will be exercisable by the holder to acquire one Common

Share at a price of C$0.50 for a period of 24 months following the closing date of the Offering.

"With the expansion of the ongoing exploration activities at the Cassiar Gold Property, and in order to

maximize the efficiency and benefit of our CEE flow through eligible expenses we are adding to the

funds we could use on eligible on the ground expenditures for 2024," stated Marco Roque, President

and Chief Executive Officer. "Our 2024 exploration campaign continues to evaluate the expansion

potential of the Taurus Deposit, while also advancing new target areas in this highly prospective district

with multiple drilling, geophysical, and fieldwork activities. We look forward to sharing detailed results of

these as they become available."

In connection with the Offering, certain finders may receive a cash fee and/or non-transferable finder

warrants.

Participation by insiders of the Company in the Offering will constitute a related party transaction as

defined in Multilateral Instrument 61-101 -

Protection of Minority Security Holders in Special

Transactions

("

MI 61-101

"). The Company intends to rely on exemptions from the formal valuation and

minority shareholder requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the

basis that neither the fair market value of the securities to be issued under the Offering nor the

consideration to be paid by insiders of the Company will exceed 25% of the Company's market

capitalization.

Closing of the Offering is expected to occur on or before September 30, 2024, and is subject to certain

conditions including, but not limited to, the receipt of all necessary approvals including the approval of the

TSX Venture Exchange. The securities issued pursuant to the Offering will be subject to a four month

hold period from the closing date of the Offering in accordance with applicable securities laws.

The securities being offered have not been, nor will they be, registered under the United States

Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the

account or benefit of, U.S. persons absent registration or an applicable exemption from the registration

requirements. This news 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 jurisdiction in which such offer, solicitation or sale

would be unlawful.

About Cassiar Gold Corp.

Cassiar Gold Corp. is a Canadian gold exploration company holding a 100% interest in its flagship

Cassiar Gold Property located in British Columbia, Canada. The Cassiar Gold property spans 590 km

2

and consists of two main project areas: Cassiar North, which hosts a NI 43-101-compliant inferred

resource estimate of 1.4Moz at 1.14 g/t Au (cutoff grade of 0.5 g/t Au) known as the Taurus Deposit (see

National Instrument 43-101 Technical Report on the Cassiar Gold property, April 28, 2022, by S.

Zelligan, J. Moors, C. Jolette, which is available on SEDAR+); and Cassiar South, which hosts numerous

gold showings, historical workings, and exploration prospects. Historical underground mines in the

Cassiar South area have yielded over 315,000 oz of Au at average head grades of between 10 and 20

g/t Au

1

, underscoring the high potential for further discovery and expansion of high-grade orogenic gold

veins.

The Company also holds a 100% interest in properties covering most of the Sheep Creek gold camp

located near Salmo, British Columbia, Canada. The Sheep Creek gold district ranks as the third largest

past-producing orogenic gold district in British Columbia with historical gold production of 742,000

ounces gold at an average grade of 14.7 g/t gold from 1900 to 1951. Minimal exploration work has been

conducted since the 1950s.

Cassiar Gold Corp. acknowledges, respects, and supports the rights of Traditional First Nations in the

lands and communities where we operate.

CONTACT INFORMATION

Jason Shepherd

VP Investor Relations

Cassiar Gold Corp.

E-mail:

[email protected]

Phone: 250-212-2122

Forward-Looking Statements

This press release may contain forward looking statements including those describing Cassiar Gold's

future plans and the expectations of management that a stated result or condition will occur. Any

statement addressing future events or conditions necessarily involves inherent risk and uncertainty.

Actual results can differ materially from those anticipated by management at the time of writing due to

many factors, the majority of which are beyond the control of Cassiar Gold and its management. In

particular, this news release contains forward-looking statements pertaining, directly or indirectly, to the

Company's exploration plans and work commitments.

Although Cassiar Gold believes that the expectations and assumptions on which the forward-looking

statements are based are reasonable, undue reliance should not be placed on the forward-looking

statements because the Company can give no assurance that they will prove to be correct. Since

forward-looking statements address future events and conditions, by their very nature they involve

inherent risks and uncertainties, actual results could differ materially from those currently anticipated due

to a number of factors and risks. These include, but are not limited to, general economic, market or

business conditions, risks associated with the exploration and development industry in general (e.g.,

operational risks in development, exploration and production; the uncertainty of mineral resource

estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and

health, safety and environmental risks), constraint in the availability of services, commodity price and

exchange rate fluctuations, the current COVID-19 pandemic, changes in legislation impacting the mining

industry, adverse weather conditions and uncertainties resulting from potential delays or changes in

plans with respect to exploration or development projects or capital expenditures.

Readers are cautioned that the foregoing list of risk factors should not be construed as exhaustive.

These statements speak only as of the date of this release or as of the date specified in the documents

accompanying this release, as the case may be. The Company undertakes no obligation to publicly

update or revise any forward-looking statements except as expressly required by applicable securities

laws.

Neither the TSX Venture Exchange nor its Regulation 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.

[1] See April 28, 2022, NI43-101 Report titled

"National Instrument 43-101 Technical Report on the

Cassiar Gold Property"

by Zelligan, P.Geo, Moors, P.Geo, Jolette, P.Geo.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR

DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/221904