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JNC Resources Closes Definitive Agreement with Roogold in Escrow

Mergers & Acquisitions

JNC RESOURCES CLOSES DEFINITIVE AGREEMENT WITH

ROOGOLD IN ESCROW

VANCOUVER, BC – August 30, 2021 – (CSE: JNC) (OTC: JNCCF) (Frankfurt: 5VH) – Further

to our July 8, 2021, news release, JNC Resources Inc. (“JNC” or the “Company”) and RooGold

Inc. (“RooGold”) are pleased to announce the closing in escrow of the definitive agreement as

amended (“Definitive Agreement”) whereby JNC has conditionally acquired a 100% interest in

RooGold’s, subsidiary, Great Southern Precious Metals Pty Ltd. (the “ Subsidiary”) which holds

100% interests in nine (9) past producing and exploratory properties (the “Properties”) in the State

of New South Wales (“ NSW”) Australia. This acquisition will complement the Company’s

existing Australian portfolio, creating a NSW focused company with a dominant land position.

The Company issued into escrow forty million (40,000,000) common shares (the “ Purchase

Shares”) with respect to the shareholders (“Shareholders”) of RooGold in exchange for the issued

and outstanding shares of the Subsidiary. The Purchase Shares deliverable to the RooGold

Shareholders are subject to an escrow whereby the Purchase Shares will be released as to 25% on

meeting certain conditions which will result in the release of the closing documents from escrow

(the “Closing”), 25% on February 27, 2022, an additional 25% on August 27, 2022 and the balance

on February 27, 2023. The Purchase Shares are currently being held in escrow pending satisfaction

of the condition of New South Wales ministerial approval (“Ministerial Approval”) with respect

to the change in control of the Subsidiary and certain other deliverables by Roo. The Company

expects to shortly make application to the Minister for such approval and will provide prescribed

due diligence information on the Company as part of such application process. Once Ministerial

Approval is obtained and the other Closing conditions satisfied, the definitive Closing of the

acquisition will occur and the escrow closing documents will be released from escrow. The

Company expects the Ministerial Approval to be granted in due course given that such approval

has already been received in connection with other acquisitions by the Company.

About JNC Resources Inc.

JNC is a Canada-based junior venture mineral exploration company which is uniquely positioned

to be a dominant player in New South Wales, Australia (NSW) through a growth strategy focused

on the consolida tion and explora tion of highly mineralized precious metals properti es in this

prolific region of Australia. Through its acquisi tion of Southern Precious Metals Ltd, RooGold

Ltd and Aussie Precious Metals Corp proper ties, the Company will command a por tfolio of 13

high-grade potential gold (9) and silver (4) concessions covering 1,380 km2 and that is home to

137 historic mines and prospects.

For further information please contact:

Michael Mulberry

T: 778-855-5001

[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.

Although the Company 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 ACCEPTS

RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.