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Tempus Resources Ltd
Symbol TMRR
Shares Issued 135,592,569
Close 2022-11-28 C$ 0.055
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Tempus Resources arranges $1-million private placement

2022-11-29 15:27 ET - News Release

Ms. Melanie Ross reports

TEMPUS ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF UP TO C$1.0 M

Tempus Resources Ltd. has arranged a non-brokered private placement for gross proceeds of up to $1-million (approximately $1,111,000 (Australian)) from the sale of up to 16,666,667 flow-through (FT) units of the company at a price of six cents (approximately 6.7 Australian cents) per FT unit. Each FT Unit will consist of one common share of the Company to be issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) (each, a "FT Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one common share of the Company (each, a "Warrant Share") at a price of C$0.09 (approximately A$0.10) for a period of 24 months following the issue date of the FT Unit. Red Cloud Securities Inc. will be acting as a finder in connection with the Offering.

The Company intends to use the net proceeds raised from the Offering for the exploration of the Company's Elizabeth-Blackdome Project located in southern British Columbia, Canada. Tempus completed 40 drill-holes at Elizabeth during the 2022 program with assays pending on 19 holes, including the highly anticipated drill hole EZ22-20 that intersected wide zones of quartz containing visible gold. The Company is planning to release an updated NI43-101/JORC resource on the Elizabeth-Blackdome projects in early 2023.

Proceeds from the sale of FT Shares will be used to incur "Canadian exploration expenses" as defined in subsection 66.1(6) of the Income Tax Act and "flow through mining expenditures" as defined in subsection 127(9) of the Income Tax Act. Such proceeds will be renounced to the subscribers with an effective date not later than December 31, 2022, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of FT Shares.

The FT Shares and Warrant Shares will be subject to a hold period expiring four months and one day from their date of issuance. A finder's fee may be paid on a portion of the proceeds from the Offering. Closing of the Offering is subject to customary closing conditions including, but not limited to, the receipt of applicable regulatory approvals, including the approval of the TSX Venture Exchange.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. persons," as such term is defined in Regulation S promulgated under the U.S. Securities Act, absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

For further information:Melanie Ross - Director/Company SecretaryPhone: +61 8 6188 8181

About Tempus Resources Ltd

Tempus Resources Ltd ("Tempus") is a growth orientated gold exploration company listed on ASX ("TMR") and TSX.V ("TMRR") and OTCQB ("TMRFF") stock exchanges. Tempus is actively exploring projects located in Canada and Ecuador. The flagship project for Tempus is the Blackdome-Elizabeth Project, a high grade gold past producing project located in Southern British Columbia. Tempus is currently midway through a drill program at Blackdome-Elizabeth that will form the basis of an updated NI43-101/JORC resource estimate. The second key group of projects for Tempus are the Rio Zarza and Valle del Tigre projects located in southeast Ecuador. The Rio Zarza project is located adjacent to Lundin Gold's Fruta del Norte project. The Valle del Tigre project is currently subject to a sampling program to develop anomalies identified through geophysical work.

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