Regency Gold Executes Agreement with Benton on the Thunder Bay North and Escape Lake Platinum Group Metal Properties and Change of Business

Vancouver, British Columbia--(Newsfile Corp. - October 17, 2019) - Regency Gold Corp. (TSXV: RAU.H) ("Regency" or the "Company") is pleased to announce that it has signed an arm's-length non-binding letter of intent (the "LOI") dated October 11, 2019, with Benton Resources Inc. ("Benton") (TSXV: BEX) which sets out a proposed transaction pursuant to which Benton will grant Regency an option (the "Option") to acquire Benton's rights to acquire, under its pre-existing agreements with Rio Tinto Exploration (Canada) Inc. ("RTEC") (the "RTEC Agreement") and Panoramic Resources Inc. ("PAN")(the "Pan Agreement"), a 100% right, title and interest in the Escape Lake Property (the "Escape Lake Property") and the Thunder Bay North Project (the "TBN Project"), respectively.

The TBN Project is located approximately 50km northeast of Thunder Bay within the Thunder Bay Mining Division in north-west Ontario, Canada, in the northern part of the Proterozoic Midcontinental Rift region, an important emerging Ni-Cu-PGM province. The TBN Project consists of 219 unpatented mining claims (2,551 claim units of 16 hectares) covering approximately 40,816 hectares. The 220 hectare Escape Lake Property is located within the TBN Project claim block and along the interpreted conduit system which contains/controls the Pt-Pd-Base Metal mineralization on the TBN Project. RTEC staked the Escape Lake block in 2006 and performed successive rounds of limited diamond drilling between 2010 and 2012.

Proposed Transaction

Under the terms of the LOI, Regency may exercise the Option by completing the following:

• Issuing to Benton an aggregate of 24,615,384 common shares (the "Regency Shares") in the capital of Regency;
• Fulfilling the remaining terms of the RTEC Agreement that Benton has with RTEC on the Escape Lake Property;
• Fulfilling the remaining terms of the Pan Agreement that Benton has with Pan on the TBN Project; and
• Issuing to Benton a 0.5% net smelter return royalty from production on the Escape Lake property and a 0.5% net smelter return royalty from production on any mineral claims comprising the TBN Project that a net smelter royalty has not previously been granted.

Under the RTEC Agreement, Benton was granted the option to acquire a 100% ownership interest in Escape Lake Property, subject to a 1% net smelter return royalty to be retained by RTEC, in exchange for payment of $6 million by Benton to RTEC over a three-year period, as follows:

• C$3 million due on signing, immediately following receipt of regulatory approval (this amount has been paid by Benton);
• C$1 million on the first anniversary of the signing of the RTEC Agreement;
• C$1 million on the second anniversary of the signing of the RTEC Agreement; and
• C$1 million on the third anniversary of the signing of the RTEC Agreement.

Under the Pan Agreement, Benton was granted the right to acquire a 100% ownership interest in a subsidiary of Pan that holds the TBN Project, in exchange for payment of $9 million by Benton to Pan over a three-year period, as follows:

• C$4.5 million due on closing of the acquisition of the TBN Project;
• C$1.5 million on the first anniversary of the closing of the acquisition of the TBN Project;
• C$1.5 million on the second anniversary of the closing of the acquisition of the TBN Project; and
• C$1.5 million on the third anniversary of the closing of the acquisition of the TBN Project.

Benton has the right to make an initial payment of $250,000 (which will be credited to the purchase price) by November 3, 2019, which extends the proposed closing of the acquisition, and the initial payment of $4.5 million, by 60 days. In addition, Benton has the ability to get three additional 30-day extensions by making a $10,000 payment for each extension.

The Regency Shares to be issued will be subject to a four-month and one day "hold period" from the date of closing of the transaction and may be subject to the escrow requirements of the TSX Venture Exchange (the "TSXV"). Upon completion of the LOI, Regency will assume, be bound by and perform the obligations of Benton under the RTEC Agreement. Benton and Regency shall each have a due diligence period commencing upon the execution of the LOI and expiring 15 days thereafter. Following execution of the LOI, and subject to finalization of the terms of the transaction contemplated by the LOI, Regency will prepare and submit to Benton a definitive agreement.

Highlights

• High-grade, near-surface Platinum Group Metals (PGM) deposits with a historical resource.
  
  
• Excellent infrastructure, with a paved highway and established logging roads.
  
  
• Drilling highlights on the 30,000 hectare Thunder Bay North ("TBN") Property include historic high-grade intercepts of 46.65 m @ 10.1 g/t Platinum+Palladium+Gold (5.267g/t Pt + 4.555g/t Pd + 0.324g/t Au) with 1.62% Copper+Nickel (1.154% Cu + 0.465% Ni), incl. 13.0 m @ 33.2 g/t Pt+Pd+Au (17.305g/t Pt + 14.817g/t Pd + 1.061g/t Au) and 4.91% Cu+Ni (3.755% Cu + 1.308g/t Ni), incl. a spectacular intercept of 2.6 m @ 97.9 g/t Pt+Pd+Au (52.769g/t Pt + 41.538g/t Pd + 3.630g/t Au) and 14.9% Cu+Ni (11.599% Cu + 3.289% Ni) in drill hole BL 10-197.
  
  
• Drilling highlights on the 220 hectare Escape Lake Property include 121.6 m @ 2.49 g/t Pt+Pd+Au (1.04g/t Pt + 1.37g/t Pd + 0.07g/t Au) and 0.86% Cu+Ni (0.52% Cu + 0.34% Ni), incl. 33.4 m of 7.28 g/t Pt+Pd+Au (3.01g/t Pt + 4.08g/t Pd + 0.19g/t Au) and 2.26% Cu+Ni (1.49% Cu + 0.77% Ni) in drill hole 12CL0009, and 162 m @ 1.42 g/t Pt+Pd+Au (0.61g/t Pt + 0.76g/t Pd + 0.06g/t Au) and 0.47% Cu+Ni (0.28% Cu + 0.19% Ni), incl. 40.67 m 4.5 g/t Pt+Pd+Au (1.92g/t Pt + 2.48g/t Pd + 0.18g/t Au) and 1.26% Cu+Ni (0.89% Cu + 0.36% Ni) in drill hole 11CL0005.

Thunder Bay North Project

The TBN Project contains the Current, Bridge and Beaver zones of which the following Historical Estimates* are defined:

*Historical Estimate from Thomas, D. et al. 2011: Magma Metals Limited, Thunder Bay North Polymetallic Project Ontario, Canada, NI 43-101 Technical Report on Preliminary Assessment Mineral Resources and Mineral Reserves at the Thunder Bay North project are considered to be historic in nature. No qualified person as defined by NI 43-101 has done sufficient work to classify the historical estimates at Thunder Bay North as current. The Company believes that the historical estimates at both deposits can be used as a guide in determining future exploration drilling and the Company will need to undertake a comprehensive review of available data which may include further drilling to verify the historic estimates at either property in order to reclassify them as current mineral resources. Benton's QP has verified the data but no resampling of core or any other tests on the analytical procedures has been performed by the Company to-date.

Conditions to Closing

The parties' obligation to close the transaction contemplated by the LOI will be subject to specified conditions precedent set forth in the Definitive Agreement including, but not limited to, the following:

• All necessary consents, approvals and other authorizations of any regulatory authorities, shareholders or third-parties being obtained, including but not limited to the approval of the TSXV;
  
  
• The parties having negotiated and executed a definitive agreement in respect of the transaction;
  
  
• The representations and warranties of the parties in the definitive agreement remaining accurate at and as of the closing date;
  
  
• Regency having entered into a binding purchase and sale agreement to purchase PAN's subsidiary, Panoramic PGMs (Canada) Ltd. (the "Subsidiary"), owner of the TBN Project;
  
  
• Regency having paid CDN$250,000 to PAN, by November 3, 2019, being the deposit otherwise payable by Benton pursuant to the agreement between PAN and Benton for the purchase of the Subsidiary; and
  
  
• RTEC having consented to Regency acquiring the RTEC Agreement and PAN having consented to Regency entering into the agreement to acquire the Subsidiary.

Reactivation

Regency has been inactive for more than one year, when it ceased its involvement in the life sciences and pharmaceutical sector. The Company's shares are now listed on the NEX Board of the TSXV (the "NEX Board") under the symbol RAU.H. The transaction will result in the reactivation of the Company under the TSXV polices and will require a change of business of the Company to the mining sector (the "Change of Business"). The Regency Shares are currently halted in connection with this announcement and will remain halted pending completion of the reactivation or until such earlier date as the TSXV and the Company determine the halt is no longer required. Once reactivated, the Company intends to transfer its listing from the NEX Board to the TSXV.

Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Regency should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

Further details of the transaction contemplated by the LOI will be included in subsequent news releases and disclosure documents to be filed by Regency.

QP

Nathan Sims (P. Geo.), Senior Exploration Manager for Benton Resources Inc., the 'Qualified Person' under National Instrument 43-101, has approved the scientific and technical disclosure in this news release and prepared or supervised its preparation.

ON BEHALF OF THE BOARD OF DIRECTORS

"William Radvak"

William Radvak, President and Chief Executive Officer

For further information, please contact:

William Radvak, President & CEO
Phone: 778-888-4101
Email: billradvak@gmail.com

THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

The information contained herein contains "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements relate to information that is based on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. Any statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be "forward-looking statements."

Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: risks related to failure to obtain adequate financing on a timely basis and on acceptable terms; risks related to the outcome of legal proceedings; political and regulatory risks associated with mining and exploration; risks related to the maintenance of stock exchange listings; risks related to environmental regulation and liability; the potential for delays in exploration or development activities or the completion of feasibility studies; the uncertainty of profitability; risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits; risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; results of prefeasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with the Company's expectations; risks related to gold price and other commodity price fluctuations; and other risks and uncertainties related to the Company's prospects, properties and business detailed elsewhere in the Company's disclosure record. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Investors are cautioned against attributing undue certainty to forward-looking statements. These forward looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from the Company's expectations or projections.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/48864