MED:CC - Medgold signs Non-Binding LOI to acquire Balkan Metals Corp. to create a leading Copper-Gold explorer focused on the Balkan region

(TheNewswire)

Vancouver, Canada – TheNewswire- November 24, 2022 – Medgold ResourcesCorp. (TSXV:MED ) | ( FRA:1XD) (“ Medgold ” or the “ Company ”) ispleased to announce that it has entered into anon-binding arm’s length letter of intent dated November 23, 2022(the “ LOI ”) to acquire (the “ Acquisition ”) all of the issued andoutstanding common shares of Balkan Metals Corp. (“ Balkan Metals ”), aprivate British Columbia company which holds a portfolio ofexploration licenses in Serbia, some of which are contiguous toMedgold’s existing Serbian exploration permits. With mineral rightscovering close to 1,000 square kilometers, the resulting company willbe the largest holder of highly prospective exploration ground in theRepublic of Serbia.

The Proposed Transactions

To complete the Acquisition, the following steps areintended to be conducted (the “ Transactions ”):

• Balkan Metals will reimburse certain of Medgold’sexpenses related to the Transactions in consideration of the issuanceby Medgold to Balkan Metals of Convertible Debentures (see descriptionbelow under the heading “ Other Key Terms of the Transactions ”) in themaximum aggregate principal amount of C$150,000.

• Medgold will consolidate its common shares on a 16:1basis.

• Medgold will settle up to C$330,000 in accounts payableby issuing up to 1,650,000 post-consolidation common shares of theCompany at a deemed price of C$0.20 per share.

• Balkan Metals will arrange a private placementfinancing in Medgold to raise C$2.0 million.  See the description ofthe Concurrent Financing under the heading “ Other Key Terms of theTransactions ” below.

• Medgold Shareholders immediately prior to the closingof the Transactions will receive a contingent value right (a CVR ”),with the CVR entitling the holders thereof to receive a pro-rataportion of cash payment, or at the election of the Company, anequivalent amount of Resulting Issuer Shares equal to US$8.00 for every ounce of gold mineral reserves setout in an independent feasibility study that the Resulting Issuer mayprepare in respect of the Tlamino Gold Projectin south Serbia (comprised of exploration permits currently held byMedgold).

• In consideration for the transfer to Medgold of 100% ofthe issued shares of Balkan Metals, Medgold will issue an aggregate of26,264,266 post-consolidation common shares to the shareholders ofBalkan Metals, being one Medgold Share for each Balkan MetalsShare.

• The name of the Company will be changed to “BalkanMetals Corp.”.

The Transactions will constitute a “reversetakeover” pursuant to the policies of the TSX Venture Exchange (the“ Exchange ”) and are subject to receipt of Exchange acceptance andreceipt of approval of Medgold Shareholders to be sought at ashareholders’ meeting.

It is anticipated the upon completion of theTransactions, the Company (the “ Resulting Issuer ”)will have a maximum of 48,005,248 common shares issued andoutstanding, of which approximately 58% will be owned by the formerBalkan Metals Shareholders.  No finder’s fee is payable withrespect to the Acquisition.  The Resulting Issuer will be a “Tier 2mining company” according to the Exchange’s listingclassifications.  A waiver of the sponsorship requirements of theExchange will be sought.

It is intended that upon completion of theTransactions, the Resulting Issuer will have at least three directors,a majority of whom are not executive officers or employees.  Dr.Elena Clarici will be appointed as Director, Executive Chair and CEOof the Resulting Issuer and will be joined on the Board by MichaelThomsen.  Medgold will have the right to appoint one representativeto the Resulting Issuer Board. The intended CFO and other officers of the ResultingIssuer will be determined in the coming weeks.  Medgold will issue a subsequent news release once all of thedirectors and officers are known .

Dr. Elena Clarici – ExecutiveChair, CEO, Director

A Serbian citizen, Dr. Clarici is a co-founder ofBalkan Metals Corp. and has over 25 years of mining investment andcorporate experience. Dr Clarici has held key management positionswith a number of junior explorers, development companies and privateequity funds. She is currently Executive Chairman of Pan PacificResource Investments, a private venture capital firm focused on energytransition.  Prior to that, she was the Chief Investment Officer atOCIM, a precious metals focused Swiss investment firm.  Before that,Dr. Clarici was responsible for the mining investments of MeridianEquity Partners following her role as portfolio co-manager of theScipion Mining and Resources Fund.  Dr. Clarici acts as anindependent director to a number of private and public internationalmining companies, most recently with Exchange-listed silver producer,Aya Copper & Silver Corp. (TSXV:AYA).  Dr. Clarici has a PhD inmining and environmental engineering from the Royal School of Mines,Imperial College, London and BEng in Mining Engineering fromUniversity of Belgrade.

Michael Thomsen, Independent Director

Mr. Thomsen has had an extensive and highly successfulcareer in mineral exploration spanning more than 40 years in themining sector, and was formerly the Director of InternationalExploration at Newmont Mining (TSX:NGT). Before that he held the roleof Chief Geologist for Indonesia at Freeport McMoRan (NYSE:FCX) andExploration Manager at Gold Fields (NYSE:GFI). Mr. Thomsen directedexploration efforts in two of the world’s major mining districts -for Newmont at the Yanacocha, Peru high sulphidation gold district andfor Freeport at the Ertsberg-Grasberg Porphyry Cu-Au district inIndonesia. Mr. Thomsen graduated with a BSc in Geology from theUniversity of Wisconsin-Milwaukee and holds an MSc in Geology fromWisconsin-Madison.

Balkan Metals has built its portfolio and itsoperations with a help of a motivated andefficient team of experienced in-country operators.

Dr. Dejan Kozelj – ChiefGeologist

Dr. Kozelj has 40 years of experience in Porphyry Cu-Auand massive sulfide deposit exploration. He was the former ManagingDirector of Rakita Exploration, which became Phelps Dodge andsubsequently Freeport McMoRan Serbia. Dr. Kozelj remained the CountryManager and Chief Geologist for Freeport for over 14 years and ledexploration programs across Serbia as well as acting as head ofproject evaluation for Freeport Europe. Dr. Kozelj received theprestigious Thayer Lindsley Award in 2016 at PDAC, for the discoveryof the ? ukaru Pekihigh-grade Porphyry Cu-Au deposit in Serbia.  Dr. Kozelj has a PhD inGeology from the University of Belgrade.

Nenad Protic – Senior ExplorationGeologist & General Manager – Serbia

Mr. Protic is an exploration geologist with over 13years of experience directing all aspects of mineral exploration witha focus on identifying and developing porphyry Cu-Au and highsulfidation epithermal deposits in the Balkans. He was instrumental incompiling Balkan Metal’s portfolio of Serbia mineral properties.Previously, he was the Regional Geologist for First Quantum Minerals(TSX: FM) as well as Exploration Geologist for Dunav Resources (TSX.V:DNV) and Avala Resources on their sediment hosted gold project inEastern Serbia. He gained his MSc in Mining and Geology from theUniversity of Belgrade and is a Qualified Person for project andregional geology in Serbia.

The Balkan Metals Properties

Balkan Metals controls over 760 km 2 of mineralrights spanning two of the most prospective metallogenic provinces inthe “Tethyan Belt” of Serbia:  (1) the Timok Magmatic Complex,host of world class Cu-Au porphyry style deposits, typicallyCarlin-style sediment-hosted upper zones with so-called porphyrycenters beneath; and (2) the Serbo-Macedonian Massif, located to thewest of Timok which continues to northern Greece.

The Resulting Issuer’s principal project will beBalkan Metals’ Timok East Project, which comprises the Luka,Makovište and Bukova Glava exploration permits, covering 126 km2,approximately 250 km from the capital city of Belgrade in easternSerbia.

The Luka permit is located close to Zijin’s BorMining Complex: 5km northeast of the historic Bor copper mine and 3kmfrom the Veliki Krivelj copper mine.  The Bor Mining Complex is amature producing operation that comprises two operating mines, the BorCopper Mine and Cukaru Peki.

The Makovište permit is contiguous to the Luka permit,to its SSE. Strong Cu -Au anomalism in sampling completed by FQM isnoted from ridge and spur samples adjacent to the Luka permit over astrike of approximately 4km long, which remains open.

The Bukova Glava permit is located 5km east ofZijin’s Majdanpek copper open-pit mine, itself part of the BorMining complex. Historic soil sampling data show a correlation betweenAu, Mo, As and Sn of similar character to Majdanpek.  In 2016,results of their extensive regional stream sampling program promptedFQM to stake the Bukova Glava permit on the grounds of its potentialfor porphyry intrusions similar to Majdanpek.  Balkan Metals isplanning to expand detailed geological mapping and grid soil sampling,started in March 2022, as well as geophysics with the objective ofidentifying potential porphyry intrusions.

Summary Information for Balkan Metals

Balkan Metals was incorporated on May 22, 2021, and hasno controlling shareholders.  Based on Balkan Metals’ unauditedfinancial statements as at December 31, 2021, Balkan Metals had totalassets of $312,667, total liabilities of $51,167, revenue of Nil, anda net loss of $136,025.

Other Key Terms of the Transaction

The other key terms of the Transaction are asfollows:

1. (1) In consideration of theexclusivity Medgold has granted to Balkan Metals pursuant to the LOI,Balkan Metals has made a non-refundable cash payment to Medgold in theamount of C$20,000 at the signing of the LOI. Balkan Metals is to makean additional non-refundable payment of C$30,000 to Medgold uponexecution of a definitive agreement, expected to be signed by December15, 2022.

2. (2) Balkan Metals has agreed toprovide interim working capital financing to Medgold until April 30,2023 by way of unsecured convertible debentures (the Convertible Debentures ”) in the maximum aggregate principal amount of C$150,000.The principal amounts of the Convertible Debentures shall bearinterest at a rate of 5% per annum, such interest to be payable onlyif the LOI is terminated and the Acquisition will not complete. Medgold shall have the right to prepay theprincipal amount owing under the Convertible Debentures withoutpenalty. The principal amount outstanding under the ConvertibleDebentures shall be convertible at Balkan Metals’ option into commonshares of Medgold prior to completion of the Transactions at a priceequal to the lesser of C$0.05 and the lowest conversion pricepermitted by the Exchange.

3. (3) Concurrently with closing ofthe Transaction, Balkan Metals is to arrange and close a privateplacement (the ConcurrentFinancing ”) of a minimum of 10,000,000 units(the “ Units ”) of the Resulting Issuer, at an expected minimum price ofC$0.20 per Unit, to raise minimum gross proceeds of C$2,000,000. Thenet proceeds of the Concurrent Financing will be used by the ResultingIssuer to fund exploration of its Serbian properties (and principally,the Timok East Project) and for working capital and general corporatepurposes.  A finder’s fee may be paid in respect of the ConcurrentFinancing.

As required by the policies of the Exchange, trading ofMedgold’s common shares has been halted in connection with theannouncement of the Acquisition. Trading will remain halted pendingthe satisfaction of the Exchange’s initial filing requirements inrespect of the Transactions and the Exchange’s initial assessment ofthe Acquisition and related matters. Medgold Shareholders are advisedthat trading may remain halted until the Exchange provides its finalacceptance of the Transactions.

CAUTIONARY STATEMENT

Completion of the Acquisition is subject to a number ofconditions, including but not limited to, Exchange acceptance and ifapplicable, disinterested shareholder approval.  Where applicable,the Acquisition cannot close until the required shareholder approvalis obtained.  There can be no assurance that the Acquisition will becompleted as proposed or at all.

Investors are cautioned that, except as disclosed inthe management information circular or filing statement to be preparedin connection with the Transactions, any information released orreceived with respect to the Transactions may not be accurate orcomplete and should not be relied upon. Trading in the securities ofMedgold should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed uponthe merits of the proposed Transactions and has neither approved nordisapproved the contents of this press release.

Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.

Qualified Person

Aleksandar Vu?kovi?, MAIG, Exploration Manager forMedgold and Qualified Person as defined by NI 43-101, has reviewed andapproved the scientific and technical content of this news release. Mr.Vu?kovi?  is not independent of the Company.

About Medgold Resources Corp.

Medgold is a TSX-V listed, gold exploration companytargeting early-stage properties in the Balkan region. Run by anexperienced management team with a successful track-record of buildingvalue in resource companies, Medgold is focused on growth throughexploration and resource definition in the prospective andunder-explored Balkan region.

Additional information on Medgoldcan be found on the Company’s website at www.medgoldresources.com and by reviewing the Company’s page onSEDAR at www.sedar.com .

ON BEHALF OF THE BOARD

Jeremy Crozier, President and CEO

For Further Information,Contact:

Jeremy Crozier (Vancouver), +1 604 801 5432, info@medgoldresources.com

Forward-looking Information

Certain statements contained in thisnews release constitute forward-looking information within the meaningof Canadian securities legislation. All statements included herein,other than statements of historical fact, are forward-lookinginformation and include, without limitation, statements regarding theproposed Acquisition transactions and the Resulting Issuer’s plansfor the Timok East Project. Often, but not always, thisforward-looking information can be identified by the use of words suchas “estimate”,“estimates”, “estimated”, “potential”, “open”,“future”, “assumed”, “projected”, “used”,“detailed”, “has been”, “gain”, “upgraded”,“offset”, “limited”, “contained”, “reflecting”, “containing”,“remaining”, “to be”, “periodically”, or statements that events, “could” or “should” occur or beachieved and similar expressions, including negativevariations.

Forward-looking information involvesknown and unknown risks, uncertainties and other factors which maycause the actual results, performance or achievements of Medgold andthe Resulting Issuer to be materially different from any results,performance or achievements expressed or implied by forward-lookinginformation. Such uncertainties and factors include, among others,whether the Exchange and Medgold shareholders will approve of theAcquisition and related transactions; whether the Acquisition will becompleted as planned; changes in general economic conditions andfinancial markets; risks associated with the results of explorationand development activities, and the geology, grade and continuity ofmineral deposits; unanticipated costs and expenses; and such otherrisks detailed from time to time in Medgold’s quarterly and annual filings withsecurities regulators and available under Medgold’s profile on SEDAR at www.sedar.com . Although Medgold has attempted toidentify important factors that could cause actual actions, events orresults to differ materially from those described in forward-lookinginformation, there may be other factors that cause actions, events orresults to differ from those anticipated, estimated orintended.

Forward-looking informationcontained herein are based on the assumptions, beliefs, expectationsand opinions of management, including but not limited to: that theAcquisition will be completed as planned; that the ResultingIssuer’s stated goals andplanned exploration and development activities will be achieved; thatthere will be no material adverse change affecting the ResultingIssuer or its properties; and such other assumptions as set outherein. Forward-looking information has been made as of the datehereof and Medgold disclaims any obligation to update anyforward-looking information, whether as a result of new information,future events or results or otherwise, except as required by law.There can be no assurance that forward-looking information will proveto be accurate, as actual results and future events could differmaterially from those anticipated in such information. Accordingly,investors should not place undue reliance on forward-lookinginformation.

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