ZIGY.CN · 2020-09-29 12:00:00

Mistango River Resources Closes $3.1 Million Private Placement

Financings

Mistango River Resources Closes $3.1 Million

Private Placement

/NOT FOR DISSEMINATION, DISTRIBUTION, RELEASE, OR PUBLICATION, DIRECTLY OR

INDIRECTLY, IN OR INTO

THE UNITED STATES

OR FOR DISTRIBUTION TO U.S. NEWSWIRE

SERVICES/

TORONTO

Sept. 29, 2020

/CNW/ - Mistango River Resources Inc. ("

Mistango

" or the

Company

") (CSE: MIS) is pleased to announce the closing of its previously announced brokered

private placement of units of the Company (the "

Units

"), at a price of

$0.22

per Unit, and flow-

through units of the Company, at a price of

$0.28

per FT Unit (the "

FT Units

", collectively with the

Units, the "

Offered Securities

") (the "

Brokered Offering

"), for aggregate gross proceeds of

approximately

$3,026,657

, which included the partial exercise by Echelon Wealth Partners Inc.

Echelon

"), the sole agent in connection with the Brokered Offering, of the over-allotment

option. The Brokered Offering was announced on

August 31, 2020

and subsequently amended on

September 11, 2020

to accommodate additional demand.

Additionally, the Company is pleased to announce the closing of a concurrent non-brokered private

placement of Units (the "

Non-Brokered Offering

", and together with the Brokered Offering, the

Offering

"), for aggregate gross proceeds of approximately

$140,120

Each Unit consisted of one common share of the Company (a "

Unit Share

") and one-half of one

common share purchase warrant (each whole warrant a "

Warrant

"), with each Warrant entitling the

holder thereof to acquire one common share of the Company at a price

$0.30

for a period of two

years following the closing of the Offering.

Each FT Unit consisted of one common share of the Company (a "

Unit Share

") and one-half of

one common share purchase warrant (each whole warrant a "

Warrant

"), with each FT Warrant

entitling the holder thereof to acquire one common share of the Company at a price

$0.35

for a

period of 2 years following the closing of the Offering. The FT Unit Shares and FT Warrants were

issued as "flow-through shares" as defined in the subsection 66(15) of the

Income Tax Act

(

Canada

)

(the "

Tax Act

").

The Warrants and FT Warrants were issued pursuant to a warrant indenture dated

September 29,

2020

between the Company and TSX Trust Company, as warrant agent.

The Company intends to use the gross proceeds received by the Company from the sale of the FT

Units to incur Canadian Exploration Expenses that are "flow-through mining expenditures" (as such

terms are defined in the Tax Act on the Company's properties in

Ontario

, which will be renounced to

the subscribers with an effective date no later than

December 31, 2020

, in the aggregate amount of

not less than the total amount of the gross proceeds raised from the issue of FT Units.

As consideration for Echelon's services in connection with the Offering, Echelon will receive a cash

commission (the "

Commission

") equal to 7.0% of the gross proceeds from the Offering, excluding

gross proceeds from the issuance of Offered Securities on a president's list to be agreed upon by

the Company and Echelon (the "

President's List

") for which a commission of 3.5% of such gross

proceeds will be paid by the Company to Echelon. The Company shall issue to

Echelon compensation options (the "

Compensation Options

") equal to 7.0% of the number of

Offered Securities sold under the Offering excluding the President's List and 3.5% of the number of

Offered Securities sold under the Offering to subscribers on the President's List. Each

Compensation Option is exercisable to acquire one Unit of the Company at an exercise price of

$0.24

for a period of 24 months following the closing of the Offering, subject to adjustment in certain

circumstances, with each such unit comprised of one common share of the Company and one-half of

one Warrant.

All securities issued pursuant to the Offering, including any underlying securities, will be subject to a

four-month-and-one-day hold period in accordance with applicable Canadian securities laws.

The securities to be offered pursuant to the Offering have not been, and will not be, registered under

the U.S. Securities Act of 1933, as amended (the "

U.S. Securities Act

") or any U.S. state securities

laws, and may not be offered or sold in

the United States

or to, or for the account or benefit of,

United States

persons absent registration or any applicable exemption from the registration

requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release

shall not constitute an offer to sell or the solicitation of an offer to buy securities in

the United States

nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or

sale would be unlawful.

About Mistango River Resources Inc.

Mistango is a Canadian -based exploration and development company focused on its

Kirkland West

and Omega projects in the

Kirkland Lake

District of

Ontario's

Abitibi Greenstone Belt.

The Company is listed on the Canadian Securities Exchange under the symbol MIS.

Forward-looking statements

Except for the statements of historical fact, this news release contains "forward-looking

information" within the meaning of the applicable Canadian securities legislation that is based on

expectations, estimates and projections as at the date of this news release. "Forward-looking

information" in this news release includes information about the Company's use of proceeds of the

Offering including the Company's intention to incur "flow-through mining expenditures" on the

Company's properties in

Ontario

, and expectations regarding future operations and other forward-

looking information. Factors that could cause actual results to differ materially from those

described in such forward-looking information include, but are not limited to, the application of the

proceeds of the Offering as anticipated by management. The forward-looking information in this

news release reflects the current expectations, assumptions and/or beliefs of the Company based

on information currently available to the Company. In connection with the forward-looking

information contained in this news release, the Company has made assumptions about the

Company's ability to close the Offering, that the Company's financial condition and development

plans do not change as a result of unforeseen events, and that the Company will receive all

required regulatory approvals, including any applicable Canadian Securities Exchange approval,

for the Offering. Although the Company believes that the assumptions inherent in the forward-

looking information are reasonable, forward-looking information is not a guarantee of future

performance and accordingly undue reliance should not be put on such information due to the

inherent uncertainty therein.

The Company does not assume any obligation to update the forward-

looking statements, or to update the reasons why actual results could differ from those reflected in

the forward-looking statements, unless and until required by applicable securities laws. Additional

information identifying risks and uncertainties is contained in the Company's filings with the

Canadian securities regulators, which filings are available at

www.sedar.com

SOURCE

Mistango River Resources Inc.

View original content:

http://www.newswire.ca/en/releases/archive/September2020/29/c3922.html

%SEDAR: 00002665E

For further information:

To Speak to the Company directly, please contact: Stephen Stewart,

Director, Phone: 416.644.1567, Email: [email protected], www.Mistango.com

CO: Mistango River Resources Inc.

CNW 12:57e 29-SEP-20

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