Ms. Tara Christie reports

BANYAN GOLD CORP ARRANGES $1.87 MILLION PRIVATE PLACEMENT & AGM RESULTS

Subject to final Toronto Stock Exchange approval, Banyan Gold Corp. has arranged non-brokered private placements of $1,874,194 consisting of 16,894,950 units and 13,836,109 shares.

The financing includes strategic investments from Osisko Gold Royalties Ltd., funds management by Sprott Asset Management LP, Alexco Resource Corp. and Victoria Gold Corp.

The private placement, which encompasses the previous announcement first tranche closing on Oct. 2, 2019, consists of 13,836,109 flow-through shares priced at 5.5 cents per share, 8,363,000 charity flow-through units priced at 7.7 cents per unit and 8,531,950 non-flow-through units at 5.5 cents per unit. Both the flow-through and non-flow-through units consist of one share and one-half of a non-flow-through share purchase warrant, each full warrant being exercisable for a period of 18 months from closing into one common share at a price of nine cents per share subject to an acceleration clause.

The warrants, which form part of the units, may have their expiry time accelerated at any time prior to the expiry of the warrants if the volume-weighted average trading price of the corporation's shares on the TSX Venture Exchange is greater than 15 cents for 20 consecutive trading days, at which time the corporation may give notice in writing to the warrant holders within 10 days of such an occurrence that the warrants shall expire on the 30th day following the giving of such notice.

The gross proceeds received from the sale of the flow-through shares and flow-through units will be used solely to incur Canadian exploration expenses as defined in Subsection 66.1(6) of the Income Tax Act (Canada) on the company's mineral properties in the Yukon, particularly the Aurex-McQuesten project and renounced to subscribers effective Dec. 31, 2019. Such Canadian exploration expenses will also qualify as flow-through mining expenditures as defined in Subsection 127(9) of the Income Tax Act (Canada). Proceeds from the non-flow-through units will be used for general working capital.

The shares issued will be subject to the customary four-month-and-one-day hold period. No commissions will be paid for the offering. The shares are offered for sale on a private placement basis pursuant to applicable exemptions from the prospectus and registration requirements.

Certain insiders of the company participated in the first tranche of the private placement. Such participation represents a related-party transaction under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, but the transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of the transaction, nor the consideration paid, exceed 25 per cent of the company's market capitalization. The private placement was approved by all of the independent directors of the company. Pursuant to the private placement, members of the board of the company subscribed for units in an aggregate amount of $22,000.

Annual general meeting results

Banyan Gold announces that the following matters were approved at the company's annual general and special meeting of shareholders held on Oct. 18, 2019:

1. Setting the number of directors at four;
2. The proposed slate of four directors: Mark Ayranto, Tara Christie, David Reid and Steve Burleton;
3. The appointment of John J. Geib, chartered accountant, as the company's auditor;
4. The renewal of the company's stock option plan.

Further information can be found in Banyan Gold's information circular available on SEDAR.

About Banyan Gold Corp.

Banyan Gold is focused on gold exploration projects that have the geological potential, size of land package and proximity to infrastructure that is advantageous for a mineral project to have potential to become a mine. The company's Yukon-based projects both fit this model and the company's objective is to gain shareholder value by advancing projects in its pipeline.

We seek Safe Harbor.