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Austral Gold Ltd
Symbol AGLD
Shares Issued 612,311,353
Close 2023-11-13 C$ 0.025
Market Cap C$ 15,307,784
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Austral Gold options Calvario, Mirador to Colossus

2023-11-16 14:23 ET - News Release

Mr. Stabro Kasaneva reports

AUSTRAL GOLD OPTIONS CHILEAN COPPER PROJECTS TO COLOSSUS RESOURCES

Austral Gold Ltd. and Colossus Resources have signed a definitive agreement to grant Colossus an option to purchase Austral's Chilean Calvario and Mirador copper projects. The Agreement follows the initial media release on 5 April 2023, which provided exclusivity to Colossus through a Letter of Intent ("LOI") and the payment of US$100,000.

The Projects are early-stage copper exploration projects located approximately 80 km northeast of the coastal city of La Serena in the Coquimbo Region of central-northern Chile in South America, approximately 700 km from the Austral Group's Guanaco-Amancaya mine complex.

Grant of the Option is subject to conditions, including, the necessary approval of the transaction by the regulatory authorities, and certain undertakings from Colossus, including the requirement that Colossus complete an equity financing in which it raises at least US$1.5M within 90 days after the date of the Agreement.

Austral Gold's Chief Executive Officer, Stabro Kasaneva said: "Further to the letter of intent signed earlier this year, Austral is pleased to execute a definitive agreement with Colossus. The agreement offers potential upside for the Company, enabling Austral to focus on its core gold assets across production and exploration, while still sharing in the potential success of the Calvario-Mirador copper projects in Chile as the largest shareholder of Colossus."

Highlights Of Consideration:

WORK COMMITMENT: US$2.5 million in exploration expenditures on the Calvario and Mirador projects (Projects) over a period of two years, of which at least US$1.5 million must be incurred in the first 18 months, inclusive of the US$100,000 payment made to the Austral Group for exclusivity through the LOI in April 2023.

SHARES: Issuance of Colossus shares equivalent to 19.99% shareholding in Colossus on a non-diluted basis. If the Austral Group intends to exercise warrants that would provide it an interest greater than 19.99%, Colossus shall use reasonable commercial efforts to obtain disinterested shareholder approval agrees to seek shareholder approval for the constitution of Austral as a 'control person' of Colossus.

WARRANTS: One million warrants, each exercisable for one ordinary share of Colossus at an exercise price of C$0.50 until the third anniversary of the date of the definitive agreement. The warrants can only be exercised to the extent Austral Group will not exceed voting power in Colossus of 19.99% unless and until Colossus obtains shareholder approval for the constitution of the Austral Group as a control person, and Colossus will agree to seek such approval.

CONTINGENT PAYMENT: If a pre-feasibility study is prepared in respect of the Projects, Colossus shall issue to Austral Group 2 million common shares of Colossus, provided that if as a result of such issuance the percentage interest of the Austral Group would exceed 19.99% Colossus will use reasonable commercial efforts to seek the approval for the constitution of the Austral Group as a control person and until such date, the parties shall defer a portion of the share issuance such that they maintain the Austral Group's percentage interest in Colossus at or below 19.99%.

ANTI-DILUTION RIGHTS AND PARTICIPATION RIGHTS: Colossus will grant to the Austral Group an anti-dilution right so that Austral Group's interest in Colossus remains at 19.99% through the raising of US$3.8 million, inclusive of the US$2.5 million exploration expenditures on the Projects mentioned above, as well as pre-emptive rights to participate, pro rata, in future financings of Colossus until the third anniversary of the closing date.

BOARD REPRESENTATION AND TECHNICAL COMMITTEE: Austral is to have the right to appoint one person to the Colossus Board for as long as it holds at least ten percent (10%) of Colossus's outstanding shares. Austral is also to have the right to appoint 2 out of 4 members of Colossus's Technical Committee.

ROYALTIES: Austral is to retain its option to purchase half of the existing net smelter return royalties over base and precious metals in respect of the Calvario and Mirador projects.

About Colossus Resources Corp.

Colossus Resources is a relatively young junior mineral exploration company focused on maximising shareholder value through the acquisition, discovery and advancement of high-quality copper - gold projects in the Americas.

Neither 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 release.

Release approved by the Chief Executive Officer of Austral Gold, Stabro Kasaneva.

For more information, please contact:

Jose Bordogna Chief Financial Officer Phone: +61 466 892 307 jose.bordogna@australgold.com

Gareth QuinnMedia and Investor RelationsPhone +61 417 711 108gareth@republicpr.com.au

About Austral Gold

Austral Gold is a growing gold and silver mining producer building a portfolio of quality assets in the Americas. Austral continues to lay the foundation for its growth strategy by advancing its attractive portfolio of producing and exploration assets.

We seek Safe Harbor.

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