Moneta Gold Announces C$20 Million Bought Deal Private Placement of Hard Dollar Shares and Charity Flow Through Shares

Press Release

TORONTO, Ontario, April 19, 2023– Moneta Gold Inc. (TSX: ME) (FSE: MOPA) (“Moneta”) is pleased to announce hat it has entered into an agreement with National Bank Financial Inc. to act as lead underwriter for and on behalf of a syndicate of underwriters (collectively, the “Underwriters”), in connection with an underwritten private placement offering of Hard Dollar (“HD”) Shares (as defined herein) and Charity Flow-Through (“FT”) Shares (as defined herein), into all provinces of Canada, for aggregate gross proceeds of approximately C$20 million.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45‐106 – Prospectus Exemptions (“NI 45‐106”), the Offering (as defined herein) will consist of: (i) 3,775,000 common shares in the capital of the Company (the “HD Shares”), which will be offered at a price of $1.06 per HD Share for gross proceeds of $4,001,500 (the “HD Offering”); and (ii) 10,668,000 charity flow-through common shares (the “FT Shares” and together with the HD Shares, the “Offered Securities”), which will be offered at a price of $1.50 per FT Share for gross proceeds of $16,002,000  (the “FT Offering”, and together with the HD Offering, the “Offering”). The FT Shares will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) and the Offered Securities may also be offered by way of private placement in the United States.

The net proceeds from the sale of the HD Shares will be used for working capital and general corporate purposes. The gross proceeds from the sale of the Charity FT Shares will be used to incur eligible “Canadian exploration expenses” that will qualify as “flow-through mining expenditures”, as both terms are defined in the Income Tax Act (Canada) (the “Qualifying Expenditures”) related to the Company’s Tower Gold project in Ontario.

The Company has also granted the Underwriters an option (the “Underwriters’ Option”), to increase the size of the Offering by up to 30% by giving written notice of the exercise of the Underwriters’ Option, or a part thereof, to the Company at any time up to 48 hours prior to Closing.

The Offering is scheduled to close on or about May 17, 2023 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the Toronto Stock Exchange. The securities issued under the Offering will be subject to a hold period under applicable securities laws in Canada expiring four months and one day after the closing of the Offering.

The securities sold under the Offering have not been, and will not be, registered under the United States 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 to, or for the account or benefit of, persons in the “United States” (as such term is defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities to, or for the account or benefit of, persons in the United States, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Moneta Gold

Moneta is a Canadian-based gold exploration company focused on advancing its 100% wholly owned Tower Gold project, located in the Timmins region of Northeastern Ontario, Canada’s most prolific gold producing camp. The September 2022, PEA study outlined a combined open pit and underground mining and a 7.0 million tonne per annum conventional leach operation over a 24-year mine life, with 4.6 Moz of recovered gold, generating an after-tax NPV5% of $1,066M, IRR of 31.7%, and a 2.6-year payback at a gold price US$1,600/oz. Tower Gold hosts an estimated gold mineral resource of 4.5 Moz indicated and 8.3 Moz inferred. Moneta is committed to creating shareholder value through the strategic allocation of capital and a focus on the current resource upgrade drilling program, while conducting all business activities in an environmentally and socially responsible manner.

FOR FURTHER INFORMATION, PLEASE CONTACT:
Gary V. O’Connor, CEO
416-357-3319
[email protected]

Ardem Keshishian, VP Corporate Development
416-471-5463
[email protected]

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