Mr. Joseph Grosso reports

GOLDEN ARROW RESOURCES CORPORATION ANNOUNCES THE FILING OF MANAGEMENT INFORMATION CIRCULAR SEEKING SHAREHOLDER APPROVAL FOR THE SALE OF ITS 25% OWNERSHIP INTEREST IN PUNA OPERATIONS

Golden Arrow Resources Corp. has filed its notice of meeting and management information circular and related proxy materials for the special shareholders meeting to be held on Sept. 16, 2019, in connection with the previously announced sale of its 25-per-cent interest in Puna Operations Inc. to its joint venture partner SSR Mining Inc. for aggregate consideration of $44.4-million.

The circular and related materials, which provide detailed information regarding the transaction, are being disseminated to shareholders this week. Copies are also available electronically from Golden Arrow's website and on SEDAR under Golden Arrow's issuer profile, or on request from the company or its proxy solicitation agent, Laurel Hill Advisory Group, for which contact information is provided herein.

Transaction details

As consideration for the sale of its 25-per-cent interest in Puna Operations, Golden Arrow will receive: (i) cash consideration of $3-million payable immediately on closing of the transaction; (ii) issuance on closing of such number of shares in the capital of SSR Mining equivalent to $25.9-million, to be calculated based on the 20-day VWAP (volume-weighted average price) of SSR Mining's common shares on the Toronto Stock Exchange ending on the last trading day prior to closing of the transaction; (iii) cash consideration equal to the outstanding principal and accrued interest owing under the $10-million (U.S.) non-revolving term loan made by SSR Mining to Golden Arrow pursuant to the credit agreement entered into in July, 2018, with SSR Mining (such amount to be used at closing to repay outstanding indebtedness in full); (iv) the return by SSR Mining to Golden Arrow for no consideration of the 4,285,714 common shares in the capital of Golden Arrow held by SSR Mining. Such consideration is equal to approximately $44.4-million, calculated as of July 22 2019.

SSR Mining has also agreed to loan to Golden Arrow the amount required to finance Golden Arrow's portion of any cash calls under the shareholders agreement for Puna Operations made as of May 31, 2017, between SSR Mining and Golden Arrow, as amended by an amendment to the shareholders agreement made effective as of April 1, 2019, for the period from July 22, 2019, to the earlier of: (i) the closing date of the transaction; and (ii) the termination of the share purchase agreement for the transaction dated July 22, 2019, between the company and SSR Mining. Upon closing of the transaction, SSR Mining will provide Golden Arrow with an amount of cash sufficient for Golden Arrow to repay the contribution loans in full. However, if the agreement is terminated prior to closing, such contribution loans shall be due and payable by Golden Arrow within 25 calendar days of such termination. The contribution loans are secured by a pledge of Golden Arrow's shareholding interest in Puna Operations. The agreement may be terminated for, among other things: (i) a material breach by Golden Arrow of its representations and covenants under the agreement; or (ii) if the transaction is not completed by Oct. 15, 2019; or (iii) if Golden Arrow accepts a superior proposal.

The transaction is subject to the approval of two-thirds of the votes cast in person or by proxy at the meeting, and Golden Arrow shareholders shall be entitled to statutory dissent rights in respect of such vote. The transaction also requires approval of Golden Arrow shareholders under the policies of the TSX Venture Exchange as the transaction represents the sale of more than 50 per cent of Golden Arrow's assets. Each director and officer of Golden Arrow and their associates and affiliates have entered into voting agreements with SSR Mining pursuant to which they have agreed, among other things, to vote their respective shares in Golden Arrow in favour of the transaction at the meeting. Approximately 10.6 per cent of Golden Arrow's common shares are subject to these voting agreements. In addition, SSR Mining has indicated that it will vote the Golden Arrow common shares it holds in favour of the transaction, representing an additional 3.4 per cent of the issued and outstanding Golden Arrow common shares. The transaction is subject to a number of other customary conditions, including the approval of the TSX-V.

The board of directors of Golden Arrow has determined that the transaction is fair to the shareholders of Golden Arrow and in the best interests of Golden Arrow. The Golden Arrow board has received a fairness opinion from its financial adviser, PI Financial Corp., as to the fairness of the transaction from a financial point of view to the shareholders of Golden Arrow, other than SSR Mining, which opinion was based on and subject to the assumptions made, matters considered, and limitations and qualifications on the review undertaken. A copy of such fairness opinion is included with the circular.

The agreement provides for, among other things, a non-solicitation covenant on the part of Golden Arrow (subject to customary fiduciary out provisions). The agreement also provides SSR Mining with a right to match any competing offer which constitutes a superior proposal. A termination payment of $1.36-million (U.S.) will be payable to SSR Mining in certain circumstances.

PI Financial is acting as financial adviser to Golden Arrow. Blake, Cassels & Graydon LLP is acting as legal counsel to Golden Arrow.

The meeting

At the meeting, the Golden Arrow shareholders will vote upon a special resolution approving the transaction.

The meeting is scheduled to be held on Sept. 16, 2019, at 10 a.m. Vancouver time, at the offices of Blake, Cassels & Graydon, Suite 2600, Three Bentall Centre, 595 Burrard St., Vancouver, B.C. Golden Arrow shareholders are invited to attend the meeting. Golden Arrow shareholders who are unable to attend the meeting or any postponement or adjournment thereof in person are requested to complete, date, sign and return the form of proxy or voting instruction form enclosed with their circular, or, alternatively, to vote by telephone or over the Internet. If you have questions or require assistance with voting, you may contact the proxy solicitation agent, Laurel Hill Advisory Group, at the co-ordinates set out herein.

Board recommendation

The Golden Arrow board, after consultation with its financial and legal advisers, has determined that the transaction is in the best interests of Golden Arrow. Accordingly, the Golden Arrow board recommends that Golden Arrow shareholders vote for the Golden Arrow shareholder resolution.

All directors of Golden Arrow and the senior officers of Golden Arrow intend to vote all of their Golden Arrow shares in favour of the Golden Arrow shareholder resolution, subject to the terms of the voting agreements.

Your vote is important -- please vote promptly

The board of directors of Golden Arrow unanimously recommends that Golden Arrow shareholders vote in favour of the Golden Arrow shareholder resolution

How to vote

Shareholders are encouraged to vote promptly using the Internet or by telephone or facsimile.

Registered shareholders

Registered shareholders may attend the meeting and vote in person or by proxy using any of the following methods.

Internet:  at the Investor Vote website

Telephone:  1-866-732-8683

Facsimile:  416-263-9524 or 1-866-249-7775

Mail:  Computershare Investor Services Inc. (attention: proxy department) at 100 University Ave., eighth floor, Toronto, Ont., Canada, M5J 2Y1

Beneficial shareholders

Shareholders who hold shares of Golden Arrow through a broker, bank or other intermediary will have different voting instructions, and should carefully follow the voting instructions provided to them, including with respect to voting on-line at the Proxy Vote website.

Shareholder questions and voting assistance

Laurel Hill Advisory Group

North American toll-free:  1-877-452-7148

Collect call outside North America:  1-416-304-0211

E-mail:  assistance@laurelhill.com

About Golden Arrow Resources Corp.

Golden Arrow Resources is an exploration company earning production income. The company has a successful record of creating value by making precious and base metal discoveries and advancing them into exceptional deposits. Golden Arrow owns a 25-per-cent share of Puna Operations, a joint venture operated by SSR Mining. Golden Arrow is actively exploring a new portfolio of advanced projects in Chile, as well as its new district-scale Tierra Dorada project in Paraguay and other targets within its portfolio of more than 185,000 hectares of properties in Argentina.

We seek Safe Harbor.