Banyan Gold Corp Arranges $1.87 Million Private Placement & AGM Results

VANCOUVER, BC / ACCESSWIRE / October 21, 2019 / Banyan Gold Corp. (the "Company" or "Banyan") (TSX-V:BYN) is pleased to announce that subject to final TSX approval it has arranged non-brokered private placements of $1,874,194 consisting of 16,894,950 million Units and 13,836,109 Shares.

The financing includes strategic investments from Osisko Gold Royalties Ltd., Funds Management by Sprott Asset Management LP, Alexco Resource Corp. and Victoria Gold Corp.

The Private Placement, which encompasses the previous announcement first tranche closing on October 2, 2019, consists of 13,836,109 flow through shares ("Flow Through Shares" within the meaning of the Income Tax Act (Canada)), priced at $0.055 per share, 8,363,000 Charity flow through units ("Flow Through Units") priced at $0.077 per Unit and 8,531,950 non-flow through Units at $0.055 per Unit ("Non Flow Through Units"). Both the Flow Through and Non Flow Through Units consists of one share and 1/2 of a non-flow through share purchase warrant, each full warrant being exercisable for a period of 18 months from closing into one common share at a price of $0.09 per share subject to an acceleration clause.

The warrants, which form part of the units, may have their expiry time accelerated at any time prior to the expiry of the warrants if the volume-weighted average trading price of the corporation's shares on the TSX Venture Exchange is greater than 15 cents for 20 consecutive trading days, at which time the corporation may give notice in writing to the warrant holders within 10 days of such an occurrence that the warrants shall expire on the 30th day following the giving of such notice.

The gross proceeds received from the sale of the Flow Through Shares and Flow Through Units will be used solely to incur "Canadian exploration expenses" as defined in subsection 66.1(6) of the Income Tax Act (Canada) on the Company's mineral properties in the Yukon Territory, particularly the Aurex-McQuesten Project and renounced to subscribers effective December 31, 2019. Such Canadian exploration expenses will also qualify as "flow-through mining expenditures" as defined in subsection 127(9) of the Income Tax Act (Canada). Proceeds from the Non Flow Through Units will be used for general working capital.

The shares issued will be subject to the customary four month and one day hold period. No commissions will be paid for the offering. The shares are offered for sale on a private placement basis pursuant to applicable exemptions from the prospectus and registration requirements.

Certain insiders of the company participated in the first tranche of the private placement. Such participation represents a related party transaction under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, but the transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of the transaction, nor the consideration paid, exceed 25 per cent of the company's market capitalization. The private placement was approved by all of the independent directors of the company. Pursuant to the private placement, members of the board of the company subscribed for units in an aggregate amount of $22,000.

AGM Results

Banyan Gold Corp. announces that the following matters were approved at the Company's Annual General and Special Meeting of Shareholders held on October 18, 2019 (the "Meeting"):

1. Setting the number of directors at four;
2. The proposed slate of four directors; Mark Ayranto, Tara Christie, David Reid and Steve Burleton.
3. The appointment of John J. Geib, Chartered Accountant, as the Company's auditors;
4. The renewal of the Company's Stock Option Plan

Further information can be found in Banyan Gold's information circular available on SEDAR at www.sedar.com.

About Banyan Gold

Banyan Gold is focused on gold exploration projects that have the geological potential, size of land package and proximity to infrastructure that is advantageous for a mineral project to have potential to become a mine. Our Yukon based projects both fit this model and our objective is to gain shareholder value by advancing projects in our pipeline.

The Hyland Gold Project, located 70km NE of Watson Lake, Yukon, along the southeast end of the Tintina Gold Belt is a sediment hosted, structurally controlled, intrusion related gold deposit, with a large land package (over 125 sq. km), with the resource contained in the Main Zone area (900x600m) daylighting at surface and numerous other known surface gold targets. The Main Zone oxide zone is amenable to heap leach open pit mining, with column leach recoveries of 86%. The project has an existing gravel access road.

The Hyland Main Zone Indicated Gold Resource Estimate, prepared in accordance with NI 43-101, at a 0.3 g/t gold equivalent cutoff, contains 8.6 million tonnes grading 0.85 g/t AuEq for 236,000 AuEq ounces with an Inferred Mineral Resource of 10.8 million tonnes grading 0.83 g/t AuEq for 288,000 AuEq ounces.

(1) Mineral resources which are not mineral reserves do not have demonstrated economic viability. All figures are rounded to reflect the relative accuracy of the estimate.

(2) Mineral resources are reported at a cut-off grade of 0.3 g/t AuEq. AuEq grade is based on $1,350.00/oz Au, $17.00/oz Ag and assumes a 100% recovery. The AuEq calculation does not apply any adjustment factors for difference in metallurgical recoveries of gold and silver. This information can only be derived from definitive metallurgical testing which has yet to be completed.

The 9,230 ha Aurex-McQuesten Property lies in close proximity to both Victoria Gold's Eagle Project and Alexco Resource's Keno Hill Silver District and is highly prospective for structurally controlled, intrusion related gold-silver mineralization in relation to the Tombstone intrusive suite. The property hosts numerous known gold targets and Banyan has developed a mineralization model at the McQuesten "Airstrip" Gold target, located adjacent to the main Yukon highway and just off the main access road to the Victoria Gold open-pit, heap leach Eagle Gold mine. The Property benefits from a 3-phase powerline, existing Yukon Energy Corp. switching power station and cell phone coverage.

Banyan trades on the TSX-Venture Exchange under the symbol "BYN". For more information, please visit the corporate website at www.BanyanGold.com or contact the Company.

ON BEHALF OF BANYAN GOLD CORPORATION

(signed) "Tara Christie"

Tara Christie
President & CEO

For more information, please contact:

Tara Christie
Tel: (888) 629-0444
Email: tchristie@banyangold.com

David Rutt
Tel: (888) 629-0444
Email: drutt@banyangold.com

CAUTIONARY STATEMENT: Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. This news release contains forward-looking information, which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, Banyan's objectives, goals or future plans, statements regarding exploration expectations, exploration or development plans and mineral resource estimates. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, uncertainties inherent in resource estimates , capital and operating costs varying significantly from estimates, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and the other risks involved in the mineral exploration and development industry, enhanced risks inherent to conducting business in any jurisdiction, and those risks set out in Banyan's public documents filed on SEDAR. Although Banyan believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Banyan disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

Statements in this news release regarding Banyan Gold which are not historical facts are "forward-looking statements" that involve risks and uncertainties. Such information can generally be identified by the use of forwarding-looking wording such as "may", "will", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations.

SOURCE: Banyan Gold Corp.