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Resouro Completes $2.8m Raising and Resouro's Intention to List on the Australian Securities Exchange (ASX)

Financings

Resouro Completes $2.8m Raising and

Resouro's Intention to List on the Australian

Securities Exchange (ASX)

Toronto, Ontario--(Newsfile Corp. - August 29, 2023) -

Resouro Gold Inc.

(TSXV: RAU) (FSE: BU9)

("

Resouro

" or the "

Company

") is that on August 29, 2023 (the "

Closing Date

") it closed a brokered

private placement offering (the "

Offering

") of 10,107,403 common shares in the capital of the Company

("

Common Shares

") at a price of $0.28 per Common Share for aggregate gross proceeds of

$2,830,000. The Company is pleased to welcome Regal Funds Management as a cornerstone

shareholder to the register and would like to thank existing shareholders, prominent institutional and

family office resources focused investors, for their continued support for Resouro.

The Offering represents an 87% premium to Resouro's last capital raising at $0.15 per Common Share

in June 2023. The Common Shares issued in connection with the Offering are subject to a statutory hold

period of four months.

President/CEO and major shareholder of Resouro, Chris Eager, commented:

"We are extremely pleased to welcome additional investment from three high caliber mining

investment funds into Resouro. This is a great endorsement of the Tiros project and the work our team

is doing on the ground in Brazil to drive shareholder value. The additional capital raised will be put to

good use to increase the proposed drill and metallurgical test-work program to build value at the Tiros

Rare Earths and Titanium Project. We look forward to continually updating the market as results

materialize."

The Offering was led by Taylor Collison Limited (the "

Agent

"), which acted as agent for the Offering. As

compensation for its services, the Agent received a capital raising fee equal to 6.0% of the aggregate

gross proceeds of the Offering (the "

Capital Raising Fee

"), payable in cash.

The Company intends to use net proceeds from the Offering to advance exploration on the Company's

Tiros Titanium-REE Project and Novo Mundo Gold Project in Brazil and for general working capital

purposes.

Resouro to pursue secondary listing on the

Australian Securities Exchange ("ASX")

.

Resouro is also pleased to announced it intends to pursue a secondary listing on the Australian

Securities Exchange ("ASX"). The ASX dual listing will complement Resouro's current TSX-V

(Canadian) and FSE (Frankfurt) listings and will allow the Company to better service the large Australian

investor base currently supporting Resouro.

The Company has engaged law firm Thomson Geer, lead manager Taylor Collison and Australian

Company Director Justin Clyne as Australian representatives to assist Resouro in navigating the

application process. Resouro is targeting a listing by the end of 2023, subject to market conditions and

being able to satisfy the appropriate ASX listing requirements.

Shareholders are advised that there is no certainty, or guarantee, that the ASX listing will occur and there

is a risk that the ASX may determine that the Company is not an entity suitable for listing on the ASX or

the Company may not be able to comply with the requirements and/or satisfy the conditions imposed by

the ASX.

Resouro CEO, Chris Eager, commented;

"Through the last two capital raisings we have found that investors in Australia have demonstrated a

deep understanding of the rare earths market and the large scale and quality of Resouro's Tiros

Project.

After completion of the latest capital raising Resouro now has a very strong share register

including specialist mining funds and prominent mining investors in Australia. In addition, we believe

that the ASX has an active retail investor base that has a strong following in the small resources

sector. To this end, we believe a listing on the ASX would greatly assist in building shareholder value

through increased market exposure and trading liquidity. Resouro will continue to update the market

in respect of its secondary listing."

About Resouro Gold Inc.

Resouro is a Canadian-based mineral exploration and development company focused on the discovery

and advancement of economic mineral projects in Brazil, including the Tiros Titanium-REE Project in

Minas Gerais and the Novo Mundo Gold Project in Mato Grosso. Learn more about the Company on its

website:

https://resouro.com

.

On behalf of the Board of Directors,

Chris Eager, President & CEO

RESOURO GOLD INC.

For further information, please contact the Company at:

Chris Eager, CEO

For Investor inquiries

[email protected]

[email protected]

416-642-1807

Disclaimer

This news release contains certain "forward-looking information" within the meaning of applicable

securities law. Forward-looking information is 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. In particular, forward-looking information in this

press release includes, but is not limited to, statements with respect to the completion of the titanium-

REE project acquisition and the intended use of the proceeds from the Offering. Although we believe

that the expectations reflected in the forward-looking information are reasonable, there can be no

assurance that such expectations will prove to be correct. We cannot guarantee future results,

performance or achievements. Consequently, there is no representation that the actual results

achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the

statements are made and are subject to a variety of risks and uncertainties and other factors that

could cause actual events or results to differ materially from those anticipated in the forward-looking

information. Some of the risks and other factors that could cause the results to differ materially from

those expressed in the forward-looking information include, but are not limited to: general economic

conditions in Canada and globally; industry conditions, including governmental regulation and

environmental regulation; failure to obtain industry partner and other third party consents and

approvals, if and when required, including obtaining final acceptance from of the TSXV; the

availability of capital on acceptable terms; the need to obtain required approvals from regulatory

authorities; stock market volatility; liabilities inherent in the mining industry; competition for, among

other things, skilled personnel and supplies; incorrect assessments of the value of acquisitions;

geological, technical, processing and transportation problems; changes in tax laws and incentive

programs; failure to realize the anticipated benefits of acquisitions and dispositions; and the other

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

The forward-looking information contained in this news release is expressly qualified by this

cautionary statement. We undertake no duty to update any of the forward-looking information to

conform such information to actual results or to changes in our expectations except as otherwise

required by applicable securities legislation. Readers are cautioned not to place undue reliance on

forward-looking information.

The TSX Venture Exchange has neither approved nor disapproved the contents of this press release.

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.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any

failure to comply with this restriction may constitute a violation of U.S. Securities Laws.

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

https://www.newsfilecorp.com/release/178832