Mr. Garett Macdonald reports

MARITIME ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF UNITS, AND PROVIDES UPDATE ON POINT ROUSSE ACQUISITION AND PREVIOUSLY ANNOUNCED BROKERED NOTE OFFERING

Maritime Resources Corp. has arranged a non-brokered private placement of up to 75 million units at a price of four cents per unit for aggregate gross proceeds of up to $3-million. Each unit is composed of one common share of the company and one common share purchase warrant. Each unit warrant will entitle the holder thereof to acquire one common share at a price of seven cents per warrant share for 36 months.

The net proceeds of the unit offering shall be used to finance continuing project development expenditures, for care and maintenance of the Pine Cove mill, and for general and working capital purposes. All securities issued pursuant to the offering are subject to a hold period of four months plus a day from the date of issuance prescribed by the TSX Venture Exchange and the resale rules of applicable securities legislation. No more than 5 per cent of the proceeds of the unit offering will be used for payments to non-arm's-length parties or for investor relations activities.

The company may pay certain finders a cash finder's fee equal to 6 per cent of the gross proceeds of the unit offering, which cash commission may be satisfied by the company, upon the election of the finders, by issuing common shares at a deemed price of four cents per share. In addition, the finders will receive that number of common share purchase warrants equal to 6 per cent of the units sold pursuant to the unit offering, with each finder warrant entitling the holder to acquire one common share of the company at the exercise price per finder warrant share for a period of 36 months following the completion of the unit offering.

Update on brokered note offering

Further to the company's news release dated June 19, 2023, regarding a brokered private placement of convertible senior secured notes, the company and SCP Resource Finance LP have modified the terms of the brokered offering as set out below.

The brokered offering is expected to consist of an offering of non-convertible senior secured notes in $1,000 (U.S.) increments, less a 2-per-cent original issue discount on the principal amount of the notes, and common share purchase warrants. The note warrants will entitle the holders of the notes to purchase common shares equal to 40 per cent of the aggregate principal amount of the notes. The note warrants will be exercisable until the applicable maturity date of the notes.

The notes will mature two years following the date of closing of the brokered offering unless extended pursuant to the terms of the notes (as described below) and will bear interest at a rate equal to the secured overnight financing rate (SOFR) plus 6 per cent per annum, payable quarterly in arrears. The maturity date of the notes can be extended for one additional year at the option of the company. In the event of an extension, the company will pay an extension fee to noteholders equal to 3 per cent of the aggregate principal amount of the notes then outstanding. After an extension, the interest rate on the notes will increase to SOFR plus 9 per cent until maturity. The company may elect to pay the extension fee by issuing common shares at the then market price (as defined in policies of the exchange) on the prior trading day.

Pursuant to certain conditions, the company has the option to satisfy interest payments by issuing common shares having a deemed value equal to 90 per cent of the market price as of the date of the news release announcing the company's intention to issue the interest shares.

The indebtedness under the notes shall be redeemable in whole or in part at the option of the company for cash consideration equal to 113 per cent of the aggregate amount of indebtedness if the notes are redeemed on or prior to the first anniversary of the closing date, or 100 per cent of the aggregate amount of indebtedness if redeemed after the first anniversary.

The notes will be secured by a general security interest over the company and will rank senior to all existing and future indebtedness of the company.

SCP and a syndicate of agents shall be paid 4-per-cent cash commission on the gross proceeds of the brokered offering (excluding the OID and proceeds from subscriptions from persons on the company's president's list of purchasers). In addition, the agents will receive broker warrants exercisable at any time prior to the applicable maturity date to acquire such number of common shares equal to 2 per cent of the gross proceeds of the brokered offering (excluding the OID).

The originally contemplated terms of the brokered offering were modified in response to current difficult market conditions. The updated terms of the brokered offering will result in less dilution to existing shareholders of the company than would have resulted from the previously contemplated convertible notes.

Completion of the unit offering and the brokered offering is subject to, among other things, acceptance by the exchange.

Insiders of the company may subscribe for up to 25 per cent of the unit offering and the brokered offering. The insider private placements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) by virtue of the exemptions contained in sections 5.5(a) and 5.7(1) (a) of MI 61-101 in that the fair market value of the consideration for the securities of the company which will be issued to the insiders does not exceed 25 per cent of its market capitalization.

Update on Point Rousse Mining Inc. acquisition

The company plans to close its previously announced acquisition of all of the issued and outstanding shares of Point Rousse from Signal Gold Inc. in the first half of August concurrently with the closing of the offerings.

About Maritime Resources Corp.

Maritime Resources holds a 100-per-cent interest directly and subject to option agreements, entitling it to earn 100-per-cent ownership in the Green Bay property. This includes the former Hammerdown gold mine and the Orion gold project plus the Whisker Valley exploration project, all located in the Baie Verte mining district near the town of King's Point, Nfld. The Hammerdown gold project is characterized by near-vertical, narrow, mesothermal, quartz veins containing gold associated with pyrite. Hammerdown was last operated by Richmont Mines between 2000 and 2004. The company also owns the gold circuit at the Nugget Pond metallurgical facility in Newfoundland and Labrador and the Lac Pelletier gold project in Rouyn-Noranda, Que.

We seek Safe Harbor.