Medgold Provides Update on Proposed Acquisition of Balkan Metals Corp.

(via TheNewswire)

Vancouver, Canada –TheNewswire -October 6, 2023 – Medgold Resources Corp. (TSXV:MED)|(FRA:1XD) (“Medgold” or the “Company”) is pleased to provide an update on its proposed acquisition (the “Acquisition”) of Balkan Metals Corp. (“Balkan Metals”), a private British Columbia company which holds a portfolio of exploration licenses in Serbia, some of which are contiguous to Medgold’s existing Serbian exploration permits. With mineral rights covering close to 1,000 square kilometres, the resulting company (to be renamed “Electrum Metals Group Corp.” (the “Resulting Issuer”)) will be the largest holder of highly prospective exploration ground in the Republic of Serbia.

Subsequent to receiving shareholder approval,the TSX Venture Exchange (the “Exchange”) has granted Medgold a 90 day extension of the deadline to close the Acquisition.

In addition, Medgold announces that, as of August 23, 2023, Balkan Metals had received subscription agreements for 1,760,993 units of Balkan Metals (the “Units”) to raise approximately $264,149, with each Unit being sold at a price of $0.15 per Unit in an interim financing (the “Interim Financing”). The Interim Financing is an extension to the Pre-Closing Financing of Balkan Metals, as disclosed in Medgold’s information circular dated July 14, 2023. Each Unit is comprised of one common share of Balkan Metals and a share purchase warrant (a “Warrant”) entitling the holder to purchase, subject to adjustment, one additional common share of Balkan Metals for a period of 2 years, at a price of $0.25 for the first year and a price of $0.30 for the second year, subject to acceleration.  Following closing of the Acquisition, the Warrants will be assumed by the Resulting Issuer and adjusted in accordance with their terms to receive the same number of common shares of the Resulting Issuer.

Balkan Metals used a portion of the proceeds of the Interim Financing to pay for the extension of some of Balkan Metals’ licences, including the Luka license (forming part of the Timok East Project), to keep the Tlamino project in good standing and for other working capital requirements.

As a result of the increased pre-closing financing, the Exchange requires Medgold and Balkan Metals to increase the size of financing to close concurrently with closing of the Acquisition (the “Concurrent Financing”).  The Concurrent Financing will now be a minimum of 10,405,450 units to be sold at $0.20 to raise a minimum of $2,081,090.

The parties are continuing to work closely together to satisfy the conditions precedent to completion of the Acquisition, primarily arranging the Concurrent Financing, the net proceeds of which will be used by the Resulting Issuer to fund exploration of its Serbian properties (principally, the Timok East Project) and for working capital and general corporate purposes.

Trading in the Company’s common shares continues to be halted and is expected to remain halted until completion of the Acquisition.

About Medgold Resources Corp.

Additional informationon Medgold can be found on the Company’s website atwww.medgoldresources.comand by reviewing the Company’s page on SEDAR+ atwww.sedarplus.ca.

ON BEHALF OF THE BOARD

Jeremy Crozier, President and CEO

For Further Information, Contact:

Jeremy Crozier (Vancouver), +1 604 801 5432,info@medgoldresources.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-looking Information

Certain statements contained in this news release constitute forward-looking information within the meaning of Canadian securities legislation. All statements included herein, other than statements of historical fact, are forward-looking information and include, without limitation, statements regarding the proposed Acquisition transactions. Often, but not always, this forward-looking information can be identified by the use of words such as “estimate”, “estimates”, “estimated”, “potential”, “open”, “future”, “assumed”, “projected”, “used”, “detailed”, “has been”, “gain”, “upgraded”, “offset”, “limited”, “contained”,“reflecting”, “containing”, “remaining”, “to be”, “periodically”, or statements that events, “could” or “should” occur or be achieved and similar expressions, including negative variations.

Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Medgold and the Resulting Issuer, to be materially different from any results, performance or achievements expressed or implied by forward-looking information. Such uncertainties and factors include, among others, whether the Exchange will approve of the Acquisition and related transactions; whether the Acquisition will be completed as planned; changes in general economic conditions and financial markets; risks associated with the results of exploration and development activities, and the geology, grade and continuity of mineral deposits; unanticipated costs and expenses; and such other risks detailed from time to time in Medgold’s quarterly and annual filings with securities regulators and available under Medgold’s profile on SEDAR+ atwww.sedarplus.ca. Although Medgold has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.

Forward-looking information contained herein are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to: that the Acquisition will be completed as planned; that the Resulting Issuer’s stated goals and planned exploration and development activities will be achieved; that there will be no material adverse change affecting the Resulting Issuer or its properties; and such other assumptions as set out herein. Forward-looking information has been made as of the date hereof and Medgold disclaims any obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, investors should not place undue reliance on forward-looking information.

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