Treasury Metals Announces Upsized $11.5 Million Bought Deal Financing

NEWS RELEASE TSX: TML OTCQX: TSRMF June 16, 2020

Treasury Metals Announces Upsized $11.5 Million Bought Deal

Financing

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE

UNITED STATES

TORONTO, June 16, 2020 – Treasury Metals Inc. (TSX: TML) (“Treasury” or the “Company”) is

pleased to report that, in connection with its previously announced bought deal private place fin ancing,

the Company and a syndicate of underwriters, led by Haywood Securities Inc., and including PI Financial

Corp., Sprott Capital Partners LP, and Canaccord Genuity Corp. (collectively, the “Underwriters”) have

agreed to increase the size of the offeri ng (the “ Offering”) to an aggregate of 32,000,000 subscription

receipts (the “ Subscription Receipts”) of the Company. The Subscription Receipts will be issued at a

price of $0.36 per Subscription Receipt (the “Issue Price”) for aggregate gross proceeds of $11,520,000.

The Offering is being completed in connection with the Company’s previously announced transaction (the

Transaction”) wherein Treasury will acquire all of the outstanding common shares of Tamaka Gold

Corporation, a wholly owned subsidiary of F irst Mining Gold Corp., which holds a 100% interest in the

Goldlund Gold Project (“ Goldlund”), located immediately adjacent to Treasury’s Goliath Gold Project

(“Goliath”) in Northwestern Ontario. Please refer to the Company’s press release dated June 3, 20 20 for

further information regarding the Transaction.

The Subscription Receipts will be issued pursuant to a subscription receipt agreement (the “Subscription

Receipt Agreement”) to be entered into by the Company, the Underwriters, and a licensed Canadian trust

company as subscription receipt agent to be agreed upon. Pursuant to the Subscription Receipt Agreement,

the gross proceeds from the Offering (less 50% of the Underwriters’ cash commission and all of the

Underwriters’ expenses) (the “Escrowed Funds”) will be held in escrow pending satisfaction of certain

conditions, including, amongst others, (a) the satisfaction or waiver of each of the conditions precedent to

the Transaction; and (b) the receipt of all required shareholder and regulatory approvals in connection

with the Transaction and the Offering, including the conditional approval of the Toronto Stock Exchange

(“Escrow Release Conditions”). If the Escrow Release Conditions have not been satisfied on or prior to

the date that is 90 days after the closing date of the Offering, the holders of Subscription Receipts will

receive a cash amount equal to the Issue Price of the Subscription Receipts and any interest that has been

earned on the Escrowed Funds.

The Company has agreed to use its commercially reasonable efforts to obtain a receipt from the applicable

regulatory authorities (the “Securities Commissions”) for a (final) prospectus qualifying the distribution

of the Common Shares and Warrants (as defined herein) issuable upon conversion of the Subs cription

Receipts and the Underwriters’ c ompensation option issuable upon conversion of the Underwriters’

compensation option receipts (the “Qualifying Prospectus”) by 5:00 p.m. (Toronto time) on August 18,

2020 (the “Qualification Deadline”).

Pursuant to the terms of the Subscription Receipt Agreement, each Subscription Receipt shall

automatically convert into one unit (a “Unit”) or one Penalty Unit (as defined below), as applicable, upon

the later of:

(a) the date when the Escrowed Funds are released; and

(b) the date which is the earlier of:

(i) four months and one day after the closing of the Offering; and

(ii) the second business day following the filing of the Qualifying Prospectus.

Each Unit will be comprised of one common share of the Company (a “Common Share”) plus one-half

of one Common Share purchase warrant (each whole such purchase warrant, a “ Warrant”), with each

Warrant entitling the holder thereof to acquire one Common Share at a price of $0.60 for a period of 24

months from the closing of the Offering. If the closing price of the Common Shares on the Toronto Stock

Exchange (“TSX”) is equal to or greater than $1.00 per share for a period of twenty (20) consecutive

trading days during the exercise period, the Company may elect to accelerate the e xpiry date of the

Warrants to a date that is not less than 30 calendar days from the date on which written notice is delivered

to the Warrant holders.

In the event the Company has not received a receipt from the Securities Commissions for the Qualifyi ng

Prospectus before the Qualification Deadline, each Subscription Receipt will thereafter entitle the holder

to receive upon the conversion thereof, for no additional consideration, one unit (a “Penalty Unit”), each

Penalty Unit to be comprised of 1.1 Common Shares and 0.55 of a Warrant.

The net proceeds of the Offering will be used for the exploration and development of the Goliath and

Goldlund projects, and for general corporate purposes.

Closing of the Offering is expected to occur on or about July 7, 2020 and is subject to certain customary

conditions, including, but not limited to, the approval of the shareholders of Treasury in connection with

the Transaction, the receipt of all necessary regulatory approvals and acceptance of the TSX.

The Subscription Receipts to be issued under the Offering will be offered by way of private placement

exemptions in all the provinces of Canada and in the United States on a private placement basis pursuant

to exemptions from the registration requirements of the United States Securities Act of 1933, as amended.

The Subscription Receipts and the Warrants, and the Common Shares underlying the Subscription

Receipts and the Warrants respectively, will be subject to a statutory four-month hold period in accordance

with Canadian securities legislation, subject to qualification under the Qualifying Prospectus.

To view further details about the Transaction and the Goliath and Goldlund projects , please visit the

Company’s website at www.treasurymetals.com.

Contact Information

Greg Ferron

CEO & Director

Tel: 416-214-4654

Email: [email protected]

Twitter @TreasuryMetals

About Treasury Metals Inc.

Treasury Metals Inc. is a gold focused company with assets in Canada and is listed on the TSX under the

symbol “TML” and on the OTCQX® Best Market under the symbol TSRMF. Treasury’s flagship Goliath

Gold Project is located in Northwestern Ontario. The project benefits substantially from excellent access

to the Trans -Canada Highway, related power and rail infrastructure, and close proximity to several

communities including Dryden, Ontario. Treasury plans on the initial developmen t of an open pit gold

mine with subsequent underground operations. The Company also owns several other projects throughout

Canada, including Lara Polymetallic Project, Weebigee Gold Project, and grassroots gold exploration

properties Gold Rock/Thunder Cloud and Shining Tree properties.

Forward-Looking Statements

Certain information set forth in this news release contains “forward -looking statements”, and “forward -

looking information under applicable securities laws. Except for statements of historical fact , certain

information contained herein constitutes forward -looking statements, which include expectations about

the timing and completion of the Transaction and the Offering, the use of proceeds from the Offering, the

satisfaction of the Escrow Release Conditions and management’s expectations with respect to the Offering

and the Transaction, the issuance of a receipt for a Qualifying Prospectus, the necessary approvals for the

Offering including the approval of the TSX and shareholders of Treasury and are based on the Company’s

current internal expectations, estimates, projections, assumptions and beliefs, which may prove to be

incorrect. Some of the forward -looking statements may be identified by the use of conditional or future

tenses or by the use of such words such as “will”, “expects”, “may”, “should”, “estimates”, “anticipates”,

“believes”, “projects”, “plans”, and similar expressions, including variations thereof and negative forms.

These statements are not guarantees of future performance and undue re liance should not be placed on

them.

Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which

may cause the Company’s actual performance and financial results in future periods to differ materially

from any proj ections of future performance or results expressed or implied by such forward -looking

statements. These risks and uncertainties include, but are not limited to: risks and uncertainties relating to

the completion of the Transaction and the Offering as descr ibed herein, the ability of the Company to

satisfy all Escrow Release Conditions, obtaining necessary TSX and Treasury shareholder approval of the

Offering in connection with the Transaction and management’s ability to anticipate and manage the

foregoing factors and risks. There can be no assurance that forward -looking statements will prove to be

accurate, and actual results and future events could differ materially from those anticipated in such

statements. The Company undertakes no obligation to update forward-looking statements if circumstances

or management’s estimates or opinions should change except as required by applicable securities laws.

The reader is cautioned not to place undue reliance on forward -looking statements. The Company

disclaims any int ention or obligation to update or revise any forward -looking statement, whether as a

result of new information, future events or otherwise, except to the extent required by securities legislation.

Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX)

accepts responsibility for the adequacy or accuracy of this release.