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File: News Release - (closing) (AAX 28Feb2017) Final.pdf

           THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES
                               OR TO U.S. NEWS AGENCIES




February 28, 2017                                                                       TSX-V: AAX

                ADVANCE GOLD CORP. CLOSES $136,000 PRIVATE PLACEMENT

Advance Gold Corp. ("Advance Gold" or the "Company") announces that it has closed the non-
brokered private placement previously announced on January 24, 2017, having issued 1,813,332
common shares in the capital of the Company at a price per share of $0.075 for gross proceeds of
$136,000. The price of the shares was increased from $0.06, as previously announced, to $0.075 at
the request of the TSX Venture Exchange (the "Exchange").

The shares issued under this offering are subject to a hold period until June 29, 2017, in accordance
with applicable securities legislation and the polices of the Exchange. The proceeds of the private
placement will be used by the Company for general corporate purposes.

A director and an officer of the Company both participated in the private placement, having purchased
an aggregate of 960,000 common shares, constituting a related party transaction pursuant to
Exchange Policy 5.9 and Multilateral Instrument 61-101   Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). The Company relied on Section 5.5(c) of MI 61-101 for an
exemption from the formal valuation requirement and Section 5.7(1)(b) of MI 61-101 for an exemption
from the minority shareholder approval requirement of MI 61-101 as the fair market value of the
securities distributed in the transaction did not, nor did the cash consideration received by Advance
Gold for the securities, insofar as the transaction involved interested parties, exceed $2,500,000.


About Advance Gold Corp: Advance Gold is focused on acquiring and developing gold and
precious metal projects in stable jurisdictions with manageable risk.


For further information, please contact:
Jim Gillis, Director
Advance Gold Corp.
432 Royal Avenue
Kamloops, BC V2B 3P7
Phone 1.250.574.5011
Fax 1.250.828.2269
www.advancegold.ca
This news release contains certain statements that may be deemed "forward-looking statements.
Forward looking statements are statements that are not historical facts and are generally, but not
always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates",
"projects", "potential" and similar expressions, or that events or conditions "will", "would", "may",
"could" or "should" occur. Although the Company believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions, such statements are not
guarantees of future performance and actual results may differ materially from those in forward


                                                  1
 looking statements. Forward looking statements are based on the beliefs, estimates and opinions of
the Company's management on the date the statements are made. The Company undertakes no
obligation to update these forward-looking statements in the event that management's beliefs,
estimates or opinions, or other factors should change, except as required by law.

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
news release.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR
DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES,
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE
SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND
MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS
REGISTERED OR EXEMPT THEREFROM.




                                                  2
 

File: News Release - (closing) (AAX 28Feb2017) Final.docx

/

February 28, 2017          TSX-V: AAX

ADVANCE GOLD CORP. CLOSES $136,000 PRIVATE PLACEMENT

Advance Gold Corp. ("Advance Gold" or the "Company") announces that it has closed the non-brokered private placement p
--->reviously announced on January 24, 2017, having issued 1,813,332 common shares in the capital of the Company at a pric
--->e per share of $0.075 for gross proceeds of $136,000.  The price of the shares was increased from $0.06, as previously
---> announced, to $0.075 at the request of the TSX Venture Exchange (the "Exchange").

The shares issued under this offering are subject to a hold period until June 29, 2017, in accordance with applicable 
--->securities legislation and the polices of the Exchange.  The proceeds of the private placement will be used by the Com
--->pany for general corporate purposes.

A director and an officer of the Company both participated in the private placement, having purchased an aggregate of 
--->960,000 common shares, constituting a related party transaction pursuant to Exchange Policy 5.9 and Multilateral Instr
--->ument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on Se
--->ction 5.5(c) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(b) of MI 61-101 fo
--->r an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the securit
--->ies distributed in the transaction did not, nor did the cash consideration received by Advance Gold for the securities
--->, insofar as the transaction involved interested parties, exceed $2,500,000.


About Advance Gold Corp:  Advance Gold is focused on acquiring and developing gold and precious metal projects in stab
--->le jurisdictions with manageable risk.  

For further information, please contact:
Jim Gillis, Director
Advance Gold Corp.
432 Royal Avenue
Kamloops, BC  V2B 3P7
Phone  1.250.574.5011
Fax  1.250.828.2269
www.advancegold.ca
This news release contains certain statements that may be deemed "forward-looking statements. Forward looking statemen
--->ts are statements that are not historical facts and are generally, but not always, identified by the words "expects", 
--->"plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that e
--->vents or conditions "will", "would", "may", "could" or "should" occur.  Although the Company believes the expectations
---> expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees 
--->of future performance and actual results may differ materially from those in forward looking statements. Forward looki
--->ng statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements 
--->are made. The Company undertakes no obligation to update these forward-looking statements in the event that management
--->'s beliefs, estimates or opinions, or other factors should change, except as required by law.

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 news release.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMI
--->NATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE
---> SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER T
--->HE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN T
--->HE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.