Mr. Joseph Grosso reports

GOLDEN ARROW REPORTS ON JOINT VENTURES, INCLUDING AMENDED OPTION ON MOGOTE PROJECT FOR CASH AND EQUITY AND FIRST DRILLING AT CABALLOS PROJEC

Golden Arrow Resources Corp. and Mogotes Metals Inc. have agreed to amend the previously announced option on the Mogote copper-gold project in San Juan province, Argentina. The amending agreement grants Mogotes Metals an option to acquire a 100-per-cent interest in the project in exchange for $1-million in a combination of cash and a private placement into the company, plus a substantial equity interest in Mogotes Metals and a 1.5-per-cent net smelter return royalty on the project. To date under the previous option, Mogotes Metals has completed the minimum exploration expenditures at the project.

Nikolaos Cacos, Golden Arrow's vice-president, corporate development, commented: "We are very pleased to further monetize our Mogote project in a way that increases both the short-term value and long-term potential returns. We will be able to deploy the cash assets to advance exploration at our active projects in Argentina and Chile, particularly the exciting San Pietro copper-gold-iron-cobalt project, where an initial mineral resource estimate is currently being completed. At the same time, we retain strong upside potential from the NSR and the interest in Mogotes Metals, who will continue exploring in this highly prospective district adjacent to the prolific Filo del Sol copper-gold-silver trend."

Golden Arrow is also pleased to report that Hanaq Argentina SA has secured permits and commenced diamond drilling at the company's Caballos copper-gold project in La Rioja province, Argentina, under the terms of the option agreement announced on March 9, 2021. The project is in a porphyry copper-gold and epithermal gold-silver district at the intersection between the south end of the Maricunga copper-gold belt with the northern extent of El Indio gold-silver belt, approximately 23 kilometres north of Lundin Mining's Josemaria project. This is the first time that the prospective targets at the property have been drill tested. The initial program is expected to include three holes totalling approximately 1,000 metres. Proximity to a mineral resource, deposit or mine does not indicate that mineralization will occur on Golden Arrow's property and, if mineralization does occur, that it will occur in sufficient quantity or grade that would result in an economic extraction scenario.

Brian McEwen, Golden Arrow vice-president, exploration and development, stated: "We are pleased to see advanced exploration permitting and drilling at Caballos, which reflects the recent positive shift in support for exploration from the authorities in La Rioja. Our strategy of optioning non-core assets like Mogote and Caballos is starting bear fruit, and we look forward to a productive year ahead from our joint venture partners, as well as at our own portfolio of core exploration prospects in Argentina."

Mogotes Metals amending agreement details

To exercise the amended option:

• Mogotes Metals will pay $550,000 in cash to the company on the date that is five days following the TSX Venture Exchange's conditional approval of the transactions contemplated by the amending agreement.
• Mogotes Metals shall purchase such number of units of the company on the initial closing date through an investment of $450,000 in the company by way of a private placement financing at a price equal to the greater of: (i) five cents per unit; and (ii) the maximum discounted price for the units acceptable under the rules and policies of the TSX-V, with each unit consisting of one common share in the capital of the company and one warrant of the company, for gross proceeds of $450,000. Each warrant will entitle the holder to purchase one share at an exercise price of eight cents per warrant share for a period of three years from the date of issuance.
• Mogotes Metals will issue common shares of Mogotes Metals to the company as follows:
  • 10,714,285 option shares on the initial closing date;
  • Such number of additional option shares having a value of $1.5-million to be issued on or before the first anniversary of the initial closing date determined in accordance with the amending agreement, provided that Mogotes Metals may satisfy this obligation by paying the final amount in cash to Golden Arrow on the final closing date, in lieu of the deferred option shares.
• Mogotes Metals will grant to the company on the final closing date a 1.5-per-cent net smelter return royalty in respect of the project.

Pursuant to the amending agreement, the company agrees not to transfer the option shares without the prior consent of Mogotes Metals until such shares are released in accordance with the following schedule:

• On the date that is six months following the final closing date, 50 per cent of the option shares will be released from the lock-up;
• The remaining 50 per cent of the option shares will be released from the lock-up in equal monthly instalments over the subsequent six-month period, such that all option shares will be fully released from the lock-up on the 12-month anniversary of the final closing date.

In the event Mogotes Metals does not issue the deferred option shares (or pay the final amount in cash) to the company by the first anniversary of the initial closing date and provided Mogotes Metals has satisfied its other obligations under the amending agreement, Mogotes Metals will acquire an 80-per-cent interest in the project as of the option deadline and the terms of the previously announced earn-in agreement will otherwise remain in effect.

Completion of the transaction, including the private placement and the issuance of the option shares by Mogotes Metals, is subject to the approval of the TSX-V.

About Golden Arrow Resources Corp.

Golden Arrow is a mining exploration company with a successful record of creating value by making precious and base metal discoveries and advancing them into exceptional deposits.

Golden Arrow is actively exploring its flagship property, the advanced San Pietro copper-gold-iron-cobalt project in Chile, and a portfolio that includes nearly 125,000 hectares of prospective properties in Argentina.

The company is a member of the Grosso Group, a resource management group that has pioneered exploration in Argentina since 1993.

We seek Safe Harbor.