Mr. Robin Birchall reports

AWALE RESOURCES SIGNS BINDING TERM SHEET FOR FINANCING OF CAD$1.5M AND PROVIDES UPDATE ON BROKERED PRIVATE PLACEMENT AND OTHER CORPORATE CHANGES

Awale Resources Ltd. signed a binding term sheet with Orefinders Resources Inc. on April 24, 2023. The term sheet outlines the key terms and conditions for a proposed transaction between the two companies.

The transaction will, among other things, include a private placement offering of 12.5 million units of the company at a price of 12 cents per non-brokered unit for aggregate gross proceeds to the company of $1.5-million. Each non-brokered unit will consist of one common share in the authorized share structure of the company and one-half of one common share purchase warrant. Each warrant will be exercisable to acquire one common share for a period of 36 months following the closing of the non-brokered offering at a price of 20 cents per warrant share.

Robin Birchall, non-executive chairman and a director of the company, stated: "The company is very pleased to have signed this binding term sheet with Orefinders as it is an important step towards completing the proposed transaction as well as closing the concurrent brokered private placement with Beacon. The company believes these transactions will create significant value for our shareholders."

The term sheet sets out the key terms of the non-brokered offering, including the issue price for the non-brokered units, the expected closing date of May 5, 2023, and the conditions that must be satisfied prior to closing. The closing of the transaction is subject to satisfaction of customary closing conditions, including regulatory approvals, including acceptance of the TSX Venture Exchange. Pursuant to the transaction, and in addition to the non-brokered offering, the company agreed to at closing of the transaction: (1) enter into an investor rights agreement granting Orefinders the right to nominate two directors to the board of directors of the company for so long as Orefinders owns at least 10 per cent of the issued and outstanding common shares calculated on a partially diluted basis; (2) enter into an advisory agreement with an affiliate of Orefinders for a term of 12 months whereby Awale will pay the adviser an advisory fee of $10,000 per month for the provision of advisory services for corporate restructuring, marketing and liquidity purposes, and, if Awale requests, advice on and assistance in facilitating future financing rounds; and (3) issue options to the restructured board, including to the two newly appointed directors, exercisable at a price of 12 cents per common share (or such price as may be permitted by the TSX-V) for a period of five years.

The company also announces that the terms of the best efforts brokered financing with Beacon Securities Ltd. previously announced in the company's news releases of Jan. 30 and April 4, 2023, have been amended. The brokered offering will now consist of a minimum of 6.25 million units of the company at the issue price, for aggregate gross proceeds to the company of $750,000. Each brokered unit will consist of one common share and one-half of one warrant. The brokered offering is expected to be completed concurrently with the non-brokered offering. The closing of the brokered offering is conditional upon the closing of the non-brokered offering.

The company has also granted Beacon an option, exercisable in whole or in part at any time up to 48 hours prior to the closing of the brokered offering, to sell up to an additional 6.25 million brokered units at the issue price.

Proceeds from the non-brokered offering and the brokered offering will be used for exploration and development expenditures at the company's projects in Ivory Coast, settlement of certain payables, and general working capital purposes.

Additionally, the company also announces that it intends to settle certain outstanding accounts payable in the aggregate amount of $250,000 owing to certain directors, officers and consultants of the company through the issuance of 2,083,333 common shares at a deemed price of 12 cents per settlement share.

Subject to approval of the TSX-V, the company will pay finders' fees in common shares to finders in connection with the transaction. As well, please refer to the Jan. 30, 2023, news release of the company for the details of the cash fee payable, compensation options and corporate finance units issuable to Beacon under the brokered offering. All securities issued under the offerings and shares for debt transaction, and any underlying securities that may be issuable pursuant thereto, will be issued on a prospectus-exempt basis and will be subject to a hold period of four months from the date of issuance.

At closing of the transaction, Glen Parsons will be stepping down as chief executive officer and resigning from the board; Andrew Chubb, the company's current chief operating officer, will step into the role as CEO and will work with Mr. Parsons to ensure a smooth transition.

Mr. Parsons co-founded the company and was an active contributor in setting the company on solid grounding in Ivory Coast and positioning for future success. Under Mr. Parsons's leadership, the company has advanced its exploration programs in Ivory Coast. The board expresses its gratitude to Mr. Parsons for his contributions and leadership during his tenure as CEO and wishes him all the best in his future endeavours.

The company is focused on exploring for gold and copper in the Odienne district of Ivory Coast and has a portfolio of projects at various stages of exploration and development. Recent discoveries at the Sceptre East and Charger targets are ready for further discovery and resource development drilling. These advanced targets are complemented by five other pipeline targets, one of which is now drill ready. The company has a strong project team with extensive experience in mineral exploration and development, and is committed to creating value for its shareholders through exploration success.

About Awale Resources Ltd.

Awale is a diligent and systematic mineral exploration company focused on the discovery of large, high-grade gold and copper-gold deposits. The company currently undertakes exploration activities in the underexplored parts of Ivory Coast. Awale's exploration success to date has culminated in a fully financed earn-in joint venture with Newmont covering the Odienne project in the northwest of Ivory Coast, where three significant gold and gold-copper-silver-molybdenum discoveries have been made. The Sceptre East and Charger discoveries have significant scope for growth with future discovery and resource development drilling. The project has multiple pipeline prospects that follow the same geochemical fingerprint as iron-oxide-copper-gold (IOCG) and intrusive-related targets. The 400 square kilometres of granted tenure and 400 square kilometres under application remain underexplored and offer significant upside potential. The Newmont JV forms a solid foundation for the company to continue exploring in a jurisdiction that offers significant potential for district-scale discoveries.

Qualified person

The technical and scientific information contained in this news release has been reviewed and approved for release by Mr. Chubb, the company's qualified person as defined by National Instrument 43-101. Mr. Chubb is the company's chief operating officer and holds an economic geology degree, is a member of the Australian Institute of Geoscientists (AIG) and is a member of the Society of Economic Geologists (SEG). Mr. Chubb has more than 18 years of experience in international minerals exploration and mining project evaluation.

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