Bruner Gold Project — Exclusivity Agreement and Convertible Debentures — Forbearance Agreement

David Vincent
May 27 · 5 min read

April 6th, 2021 — Vancouver, Canada — Canamex Gold Corp. (the “Company” or “Canamex”) (CSE: CSQ) provides a news release regarding an Exclusivity Agreement on the Bruner Gold Project executed on March 31st, 2021 (the “Exclusivity Agreement” ); and an update on the status of its secured convertible debentures issued by the Company on October 25, 2016 and December 23, 2016 and which matured on October 25, 2019 and December 23, 2019, respectively (the “Debentures”).

Exclusivity Agreement

On March 31st, 2021 the Company executed an Exclusivity Agreement with a third party, for the potential sale and purchase of the Company’s 100% controlling beneficial interest in the Bruner Gold Project (the “Transaction”).

Under the Exclusivity Agreement, the terms of the Transaction are non-binding and indicative, until after completion of positive due diligence and completion of other customary closing conditions, including approval by the Board and the shareholders of the Company, and the execution of a definitive binding agreement.

The Company will keep all stakeholders updated, on the progress of the Transaction as milestones are completed.

If a definitive binding agreement is executed with regards to the Transaction, then the Gold Forward sale Agreement with MetalStream (refer below) will be terminated by the Company, being a condition precedent.

Forebearance Agreement

The Company is pleased to announce that a Forbearance Agreement dated April 1st, 2021 has been executed by the Company and Concept Capital Management Ltd. (“Debenture Holders Agent”).

The Debenture Holders Agent has agreed to further forbear from exercising their rights and remedies under the Debentures and related security documents (collectively, the “Loan Documents”) arising from the delays by the Company in paying interest and repaying the principal of the Debentures, provided that the Outstanding Obligations under the Debentures are repaid on or before August 31st, 2021.

If the Company fails to make full payment, including any agreed penalties, on or before August 31st, 2021, then the Debenture Holders Agent shall be entitled, at their sole discretion, to enforce their rights under the Loan Documents.

Gold Forward Sale — Update

On July 15th, 2020 the Company provided an update regarding the status of its Gold Forward Sale Agreement (the “Agreement”) with MetalStream Ltd (“MetalStream”), originally announced January 27, 2020 and an extension announced April 23, 2020.

The Company advised that the initial first tranche payment was increased to US$5,500,000; and was delayed due to Covid-19 related banking and logistic delays, experienced by MetalStream. Despite these Covid-19 related delays, the Company and MetalStream remain fully committed to the Agreement; and the first tranche payment is expected to be completed before August 31st, 2021.

The subsequent second and third tranches payable under the Agreement were also amended as follows:

a) Second tranche payment of US$5,000,000 was increased to US$5,500,000.

b) Third tranche payment of US$25,000,000 was reduced to US$24,000,000.

The Company proposes to use the above proceeds from its Agreement with MetalStream, to settle the interest and any penalties, and repaying the principal of the Debentures, on or before August 31st, 2021.

If a definitive binding agreement is executed with regards to the Bruner Gold Project Transaction announced above, then the Gold Forward sale Agreement with MetalStream will be terminated by the Company, being a condition precedent.

The Company will keep all stakeholders updated, on the progress of the Gold Forward Sale transaction with MetalStream.

About Canamex

Canamex is a public listed company registered in British Columbia, Canada, trading on the Canadian Securities Exchange (CSE: CSQ) and is engaged in pre-development of the Bruner gold and silver project in the prolific gold jurisdiction of Nye County, Nevada. The region is home to several producing and past-producing mines along the Walker Lane Trend. Canamex completed a positive Preliminary Economic Assessment (PEA) on the Bruner project in 2016. Based on additional drilling conducted on the property, the company completed an updated PEA in 2018, which increased the resources and improved the economics of the project.

The PEA is based primarily on indicated resources, but also included about 10% inferred resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized.

Canamex is planning to move the Bruner project forward into permitting and development using the proceeds from a gold stream forward sale to MetalStream Limited. Further information is available at https://www.canamexgold.com/

Projects that proceed to construction based solely upon a PEA have a higher degree of risk associated with them than projects that have gone through a feasibility study of mineral reserves. Canamex is not basing its decision to proceed to permitting and construction on a feasibility study. Feasibility level engineering will proceed in parallel with project permitting such that both should be completed simultaneously to allow project construction to commence after feasibility level engineering has been completed.

On Behalf of the Board

David Vincent

President and CEO

david.vincent@canamexgold.com

Mike Stark

Chairman

604.833.4278

mike.stark@canamexgold.com

The Canadian Securities Exchange accepts no responsibility for the adequacy or accuracy of this release.

FORWARD LOOKING INFORMATION

This news release includes certain forward-looking statements or information. All statements other than statements of historical fact included in this release are forward-looking statements that involve various risks and uncertainties. Forward-looking statements in this release include statements with respect to future services to be provided to the Company, and other future plans, objectives or expectations of the Company. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s plans or expectations include the availability of capital and financing required to continue the Company’s operations; uncertainty regarding the performance by other entities of contractual obligations; general economic, market or business conditions; competition and loss of key employees; regulatory changes and restrictions; timeliness of government or regulatory approvals; and other risks detailed herein and from time to time in the filings made by the Company with securities regulators. In connection with the forward-looking information contained in this release, the Company has made numerous assumptions. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation.

Canamex Gold Corp

Owner and developer of the prolific Bruner gold and silver…

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