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Cassiar Gold Announces Insider-Led Private Placement for up to $1 Million

Calgary, Alberta--(Newsfile Corp. - November 17, 2023) - Cassiar Gold Corp. (TSXV: GLDC) (OTCQX: CGLCF) ("Cassiar Gold" or the "Company") has arranged an insider-led, non-brokered private placement of flow through and non-flow through units for gross proceeds of up to C$1 million (the "Offering") with proceeds to be used to fund ongoing and future exploration and drill programs and general working capital, at its flagship Cassiar Gold Project in northern British Columbia, Canada.‎

Each non-flow through unit ("Unit") will consist of one common share ("Common Share") in the capital of the Company at a price of C$0.25 per Unit and one Common Share purchase warrant ("Warrant"). Each flow through Unit will consist of one Common Share at a price of C$0.35 issued on a "Canadian Exploration Expense (CEE) flow-through" basis pursuant to the Income Tax Act (Canada), and one Warrant. Each Warrant will be exercisable by the holder to acquire one Common Share at a price of C$0.50 for a period of 24 months following the closing date of the Offering.

Marco Roque, President and CEO of Cassiar Gold, stated: "Thanks to the hard work of our dedicated technical team at site, our 2023 drill campaign has delivered significant results to date. The additional funding from this private placement will bolster our current financial position and provide us with the opportunity to fund ongoing exploration and drilling programs and for general working capital. The significant insider participation in this financing underscores the high conviction of management and directors on the prospects of the district-scale Cassiar Gold Property."

In connection with the Offering, certain finders may receive a cash fee and/or non-transferable finder warrants.

Participation by insiders of the Company in the Offering will constitute a related party transaction as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on exemptions from the formal valuation and minority shareholder requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value of the securities to be issued under the Offering nor the consideration to be paid by insiders of the Company will exceed 25% of the Company´s market capitalization.

Closing of the Offering is expected to occur on or before December 15, 2023, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. The securities issued pursuant to the Offering will be subject to a four month hold period from the closing date of the Offering in accordance with applicable securities laws.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news 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.

About Cassiar Gold Corp.

Cassiar Gold Corp. is a Canadian gold exploration company holding a 100% interest in its flagship Cassiar Gold Property located in British Columbia, Canada. The Cassiar Gold property spans 590 km2 and consists of two main project areas: Cassiar North, which hosts a NI 43-101-compliant inferred resource estimate of 1.4Moz at 1.14 g/t Au (cutoff grade of 0.5 g/t Au) known as the as the Taurus Deposit (see National Instrument 43-101 Technical report on the Cassiar Gold property, April 28, 2022, by S. Zelligan, J. Moors, C. Jolette, posted to SEDAR+); and Cassiar South which hosts numerous gold showings, historical workings, and exploration prospects. Historical underground mines in the Cassiar South area have yielded over 315,000 oz of Au at average head grades of between 10 and 20 g/t Au1, underscoring the high potential for further discovery and expansion of high-grade orogenic gold veins.

The Company also holds a 100% interest in the Sheep Creek gold camp located near Salmo, BC. The Sheep Creek gold district ranks as the third largest past-producing orogenic gold district in BC with historical gold production of 742,000 ounces gold at an average grade of 14.7 g/t gold from 1900 to 1951. Minimal exploration work has been conducted since the 1950s.

Cassiar Gold Corp. acknowledges, respects, and supports the rights of Traditional First Nations in the lands and communities where we operate.

CONTACT INFORMATION

Cassiar Gold Corp.
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