Mr. Douglas Meirelles reports

SOUTH ATLANTIC ANNOUNCES C$510,000 NON-BROKERED PRIVATE PLACEMENT

South Atlantic Gold Inc. has arranged a non-brokered private placement offering for gross proceeds of up to $510,000. The offering will consist of up to 8.5 million common shares of the company at a price of six cents per common share.

The proceeds of the offering will be used to advance the company's due diligence on its proposed acquisition of the Tucano gold mine in Brazil, as previously announced on July 5, 2023, and for general corporate purposes.

Insiders of the company, including certain directors, are expected to participate in the offering. Accordingly, the offering is considered a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The offering will be exempt from minority shareholder approval, and formal valuation requirements of MI 61-101 pursuant to the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the common shares nor the consideration to be paid for the common shares, insofar as it involved related parties, will exceed 25 per cent of the company's market capitalization. As the material change report relating to the completion of the offering will be filed on SEDAR less than 21 days before the completion of the offering, there is a requirement under MI 61-101 to explain why the shorter period is reasonable or necessary in the circumstances. In the company's view, the shorter period is reasonable and necessary in the circumstances because the related parties and the company wished to complete the offering in a fashion that resulted in the invested funds being received directly by the company in a timely manner such that the funds could be accessed immediately by the company to advance its continuing due diligence activities.

The offering is subject to the receipt of all regulatory approvals, including the approval of the TSX Venture Exchange. All securities issued under the offering will be subject to a hold period expiring four months and one day from the date hereof.

The offering is expected to close on or about July 27, 2023, or such other date as determined by the company.

About South Atlantic Gold Inc.

South Atlantic Gold is an exploration company engaged in acquiring and advancing mineral properties located in the Americas. Its flagship asset is the 100-per-cent-owned Pedra Branca project, located 280 kilometres southwest of Fortaleza, Ceara state, Brazil. South Atlantic Gold is focused on creating value for its shareholders by engaging in the development and acquisition of high-quality mineral assets located in stable and mining-friendly jurisdictions. South Atlantic Gold is based in Kelowna, B.C., and is listed on the TSX-V under the symbol SAO.

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