Mr. Dominic Verdejo reports

KANADARIO GOLD ANNOUNCES PROPOSED CHANGE OF LEADERSHIP, NAME CHANGE AND PRIVATE PLACEMENT FINANCINGS

Subject to TSX Venture Exchange and shareholder approval, Kanadario Gold Inc. has negotiated a change of management agreement with Life of Mine Investments Inc. (LOMI), the investment arm of G Mining Services Inc., and members of the Gignac family, pursuant to which the company will complete several corporate changes, including replacing the current management and board of directors of the company and renaming the company to build on the G Mining Services brand. Following the change of management, the company will continue as a mining issuer in the exploration and development space. G Mining Ventures will be led by Louis Gignac as chairman and Louis-Pierre Gignac as chief executive officer.

In conjunction with the proposed change of management, the company is pleased to announce that it has entered into an agreement with Sprott Capital Partners LP, as lead underwriter of a syndicate of underwriters, including BMO Capital Markets, pursuant to which the underwriters have agreed to purchase, subject to certain conditions, 62 million units of the company at a price of 50 cents per unit for aggregate gross proceeds of $31-million. The underwriters have been granted an option to acquire up to an additional 12.4 million units (representing 20 per cent of the units comprising the brokered offering) at the issue price.

Concurrently with the closing of the brokered offering, LOMI and related persons will be directly subscribing for 10.8 million units at the issue price for gross proceeds of $5.4-million. The combined gross proceeds from the offerings, assuming full subscription and exclusive of the take-up of the underwriters' option, total $36.4-million.

As part of the brokered offering, the Lundin family and related persons have committed to subscribe for a minimum of $5-million of units.

Louis-Pierre Gignac, the presumptive incoming chief executive officer, commented: "I am excited about the launch of G Mining Ventures, with an objective of acquiring a significant gold asset in the near future. Based on the track record of our team, the ideal acquisition target is an advanced development project or an operating asset which can be substantially improved. We are committing efforts to targets that can fit our strategy and where we believe our management team would deliver value to our shareholders. We have been active for several months in evaluating a number of potential asset acquisitions and conducting preliminary due diligence, though there is no assurance that current evaluations will result in an acquisition."

G Mining Ventures highlights:

• Experienced leadership team -- executive team and directors led by Louis-Pierre Gignac (chief executive officer) and Louis Gignac (non-executive chairman), a proven team with a strong record of project development and mine operations;
• Growth corporate objective -- to acquire at least one advanced-stage gold asset within the first year in a Tier 1 jurisdiction focused in the Americas, where management's proven expertise in mine building and optimization can best be leveraged;
• Industry-leading technical team -- arm's-length master service agreement to be entered into with G Mining Services, a private consultancy directly involved in the successful construction and development of the Fruta del Norte gold mine in Ecuador (Lundin Gold Inc.) and the Merian gold mine in Suriname (Newmont Mining Corp.);
• Sprott Resource Lending Corp. partnership -- Sprott Lending, a leading financier to the mining sector globally, holds 9.9 per cent of G Mining Ventures and has indicated its willingness to assist in financing future project acquisitions and project development opportunities;
• Aligned with shareholders -- incoming management and directors to be significant shareholders, including the Gignac family, pro forma on completion of the offerings.

The transaction

Replacement of executive management

Concurrent with the closing of the brokered offering, the current management of Kanadario will resign and be replaced. Key management additions will be led by Louis-Pierre Gignac as chief executive officer.

Louis-Pierre Gignac, PEng, MScA, CFA, chief executive officer

Louis-Pierre Gignac has more than 20 years of experience in the mining industry. His expertise includes: managing project development studies, providing open-pit expertise, financial modelling and economic evaluation of projects. He has co-ordinated many mandates with numerous major mining companies, ranging from early exploration evaluations to operations optimization involving all fields of mining and geology. He is a member of the Ordre des Ingenieurs du Quebec (OIQ) and the Canadian Institute of Mining, Metallurgy and Petroleum (CIM). He holds a bachelor's degree in mine engineering from McGill University and a master of applied science degree in industrial engineering from the Ecole Polytechnique de Montreal, and he is a CFA charterholder. Louis-Pierre Gignac also serves as a director of Major Drilling.

Replacement of board of directors

Concurrent with the closing of the brokered offering, the current members of the board of directors of Kanadario will resign and be replaced. The company's board of directors is expected to consist of eight directors, four of which will be appointed concurrent with such closing. The initial four directors will be Louis Gignac (serving as chairman), David Fennell, Elif Levesque and Norman MacDonald. Louis-Pierre Gignac, Dusan Petkovic, Jason Neal and a nominee from the Lundin family will be subsequently added to the company's board of directors or stand for nomination at the next meeting of shareholders. Brief biographies of the initial four nominees are provided herein.

Louis Gignac, Eng, MSc, DEng, ICDD, chairman

Louis Gignac has more than 45 years of experience in the mining industry. During his professional career, he was involved in the development and operations of about 20 mines throughout the Americas and West Africa. For 20 years, he served as president and chief executive officer of Cambior Inc., an intermediate public mining company listed in both Canada and the United States, and was involved in many M&A (mergers and acquisitions) transactions and financings, in addition to project development and operations management. He is also a member of the Canadian Institute of Corporate Directors, the OIQ and the CIM. He holds: a doctorate of engineering in mine engineering from the University of Missouri Rolla; a master's degree in mineral engineering from the University of Minnesota; and a bachelor of science degree in mine engineering from Laval University. He has served as a director of many public companies (Canada, the United States and Australia) over the last 25 years and currently serves as a director of Franco Nevada Corp. Louis Gignac was inducted into the Canadian Mining Hall of Fame in 2016.

David Fennell, director

Mr. Fennell has over 35 years of experience in the mining industry and has served as the chairman of Reunion Gold since its inception in 2003. He received a law degree from the University of Alberta in 1979 and practised law until he founded Golden Star Resources Ltd. in 1983. While at Golden Star, he was instrumental in the discovery and development of the Omai gold mine in Guyana and the Gross Rosebel mine in Suriname. In 1998, Mr. Fennell became chairman and chief executive officer of Hope Bay Gold Corp. He held this position through the merger of Hope Bay and Miramar Mining Corp., and he remained as executive vice-chairman and a director for the combined entity until its takeover by Newmont Mining in 2008. Mr. Fennell also serves as chairman of Highland Copper Company Inc., and he is a director of Sabina Gold & Silver Corp. and Torex Gold Resources Ltd.

Elif Levesque, director

Ms. Levesque is a chartered professional accountant with over 25 years of experience in finance, treasury and strategic management in the mining industry. She currently serves as founder and chief financial officer of Nomad Royalty Company Ltd. Prior to her current role, she was vice-president of finance and chief financial officer of Osisko Gold Royalties Ltd. since its creation in June, 2014. In that capacity, she was responsible for leading the efforts to list Osisko Gold on the New York Stock Exchange and played a key role in stream/royalty interest acquisitions of over $1.5-billion as well as equity/debt financings of over $1-billion. Prior to this, she held senior roles at Osisko Mining Corp. from 2008 to 2014, including as vice-president and controller, and was part of the management team that grew the company through the financing and construction of the Canadian Malartic mine and its eventual sale to Yamana Gold Inc. and Agnico Eagle Mines Ltd. for $4.3-billion. She also worked for six years at Cambior, a leading intermediate gold producer with mines in North America and South America, which was later acquired by Iamgold Corp. Ms. Levesque also serves as a director of Cascades Inc. and Gold Terra Resource Corp.

Norman MacDonald, director

Mr. MacDonald has over 25 years of experience at natural-resource-focused institutional investment firms, including over 10 years as senior portfolio manager for the Invesco Canada equity team. Mr. MacDonald began his investment career in 1994 at State Street Bank and Trust as a derivatives analyst. He later moved to the Ontario Teachers' Pension Plan Board, where he worked for three years in progressive roles from research assistant to portfolio manager. His next role was as a vice-president and partner at Beutel, Goodman & Co. Ltd. Prior to joining Invesco, Mr. MacDonald was a vice-president and portfolio manager at Salida Capital Corp. Mr. MacDonald earned a bachelor of commerce degree from the University of Windsor and is a CFA charterholder.

Concurrent with closing of the brokered offering, the company intends to change its name to include "G Mining." It is expected that following the name change, the ticker symbol of the common shares of the company will also be changed.

The offerings

With respect to the brokered offering, the underwriters have agreed to purchase, subject to certain conditions, 62 million units at the issue price for aggregate gross proceeds of $31-million. Each unit will consist of one common share and one-half of one common share purchase warrant of the company. Each warrant will entitle the holder to acquire one additional common share at a price of 80 cents for a period of 18 months following the closing of the offering, provided that if the volume-weighted average closing price of the common shares on the TSX-V, or such other stock exchange on which the common shares are trading, is equal to or greater than $1.60 for a period of 10 consecutive trading days, the company may, at its option, elect to accelerate the expiry of the warrants by providing notice to the holders thereof within 10 calendar days following the end of such 10-consecutive-trading-day period, in which case the warrants will expire on the date specified in such notice, which shall be no less than 30 calendar days following delivery of such notice. The company has granted the underwriters the option to purchase from the treasury of the company at the issue price up to an additional 20 per cent of the number of units purchased as part of the brokered offering. The underwriters' option shall be exercisable, in whole or in part, on or before the date that is three business days prior to the closing of the brokered offering for additional gross proceeds of up to $6.2-million.

With respect to the non-brokered offering, LOMI and affiliates are subscribing directly for 10.8 million units at the issue price for gross proceeds of $5.4-million. Completed and fully executed subscription agreements in respect of the non-brokered offering are to be delivered to the company, and the gross proceeds of the non-brokered offering are to be deposited into escrow with counsel to the company, acting as escrow agent, prior to the completion of the brokered offering and are to be released to the company as soon as practicable against delivery by the company of the units subscribed for under the non-brokered offering following shareholder approval (as defined herein) of the non-brokered offering. Such escrow release will be subject to the board change condition having been complied with by the time of such release.

Prior to the transaction, LOMI and Louis Gignac owned 4.8 million common shares, representing 19.7 per cent of the issued and outstanding common shares. Following completion of the offerings, including the full exercise of the underwriters' option, LOMI and Louis Gignac will hold approximately 14.2 per cent of the outstanding common shares.

The company intends to use the net proceeds of the offerings for general corporate and working capital purposes toward the objective.

The units will be issued on a private placement basis in certain provinces of Canada and such other jurisdictions as may be mutually agreed upon by Sprott Capital and the company, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws.

The closing of the brokered offering and the escrow closing of the non-brokered offering are expected to occur in the second half of November, 2020. The closing of the brokered offering will be subject to: the conditional approval of the exchange of the brokered offering; the approval of the shareholders of the company of the transaction to the extent and on such terms as required by the exchange; the completion of the board change condition concurrent with the completion of the brokered offering; the completion of the escrow closing of the non-brokered offering; and the change of management agreement being in full force and effect prior to the completion of the offering.

Financial backing from Sprott Lending

The company will be supported by Sprott Lending, a subsidiary of Sprott Inc., a global leader in precious metal investing. Following completion of the offering, including the full exercise of the underwriters' option, Sprott Lending will own approximately 9.9 per cent of the outstanding common shares.

Dusan Petkovic, principal of Sprott Lending, who will be joining the board of directors, commented: "As one of the largest investors dedicated to the natural resource sector, Sprott is excited to build on its long-standing relationship with the G Mining Ventures team. Our partnership is consistent with our strategy of providing innovative and flexible capital to exceptional management teams."

Board approval

The board of directors of Kanadario has unanimously approved the transaction and the offerings.

Shareholder approval

The company will seek the approval of the transaction by a majority of disinterested shareholders of the company by way of written consent, in accordance with Section 6.4 of Policy 3.2 of the TSX-V corporate finance manual.

The company will also seek the approval of the non-brokered offering by the minority shareholders of the company voting at a meeting of shareholders of the company (as required pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions) expected to take place on or about Dec. 15, 2020. Further details in this regard will be included in a material change report to be filed by the company.

Early warning report

LOMI will file an early warning report pursuant to National Instrument 62-103 upon the execution of the change of management agreement disclosing its content. A copy of the early warning report of LOMI, once filed, may be obtained by contacting Life of Mine Investments, attention: Diane Quesnel, 7900 Taschereau Blvd., Building D, Suite 200, Brossard, Que., J4X 1C2 (450-465-1950).

About Kanadario Gold Inc.

The company is a mineral exploration company and is currently focused on the exploration and development of the Cameron Lake property, located in the west-central part of Quebec.

We seek Safe Harbor.