Relevant Gold Corp Announces Non-Brokered $3M Private Placement with Expected Participation from New Gold Inc.

Not for dissemination in or into the United States or through U.S. newswires

All dollars are Canadian unless otherwise noted

VANCOUVER, May 4, 2023 - Relevant Gold Corp. (CSE:RGC) ("Relevant Gold" or the "Company") announces a non-brokered private placement to raise gross proceeds of up to $3,000,000 through the sale of up to 12,000,000 units ("the Units") at a price of $0.25 per Unit. Each Unit consists of one common share of the Company and a one-half share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share of the Company at a price of $0.35 per share for a period of 36 months from the date of issue. The proceeds from the sale of the private placement will be used to fund exploration activities at the Company's Golden Buffalo and Lewiston projects in Wyoming, USA, and for general working capital.

New Gold Inc. (TSX:NGD) has committed to increasing its equity position in the Company to 9.9% of the issued and outstanding common shares with this financing. New Gold currently holds approximately 7% of the Company's common shares.

"We are very appreciative of the strong continued support from New Gold Inc. as we continue to pursue multiple discovery opportunities in Wyoming," said Rob Bergmann, CEO of Relevant Gold Corp. "We anticipate using to use the funds to continue proving our orogenic gold concept in new areas of our extensive claim package."

Certain directors and officers of the Company may acquire securities under the private placement. Any such participation would be considered a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued nor the consideration paid by such persons will exceed 25% of the Company's market capitalization.

The Company may pay a finder's fee in connection with the private placement and this financing is subject to the approval of the CSE Exchange. All securities to be issued in the Private Placement will be subject to a four (4) month hold period from the closing date under applicable securities laws in Canada and amongst other things, receipt by Relevant Gold of all necessary regulatory approvals, including Exchange approval. The Company anticipates closing the private placement as soon as practicable subject to receipt of all necessary regulatory approvals.

This news release does not constitute an offer to sell nor a solicitation of an offer to sell any securities in the United States. The securities have not been, and will not be registered under the United States Securities Act of 1933, as amended (The "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Relevant Gold Corp.

Relevant Gold Corp. is a North American gold exploration company founded by experienced exploration geologists and operated by a highly respected team with a proven record of significant value creation for shareholders. Relevant Gold is focused on the acquisition, exploration, discovery, and development of district-scale gold projects in the state of Wyoming - one of the most mining-friendly jurisdictions in the United States and globally.

On behalf of Relevant Gold Corp.,

Rob Bergmann, Chief Executive Officer

More information

For further information about Relevant Gold Corp. or this news release, please visit our website at www.relevantgoldcorp.com or contact Rob Bergmann, President and CEO, or Kristopher Jensen, Manager of Investor Relations, at 763-760-4886 or by email at ir@relevantgoldcorp.com.

Cautionary Note Regarding Forward-Looking Statements and Historical Information

This news release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws. These statements relate to future events of Relevant Gold Corp. ("Relevant" or "Relevant Gold" or "the Company"). Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "outlook" and similar expressions) are not statements of historical fact and may be forward-looking information. Forward-looking information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking information. Such risks include, among others, the inherent risk of the mining industry; adverse economic and market developments; the risk that the Company will not be successful in completing additional acquisitions; risks relating to the estimation of mineral resources; the possibility that the Company's estimated burn rate may be higher than anticipated; risks of unexpected cost increases; risks of labour shortages; risks relating to exploration and development activities; risks relating to future prices of mineral resources; risks related to work site accidents, risks related to geological uncertainties and variations; risks related to government and community support of the company's projects; risks related to global pandemics and other risks related to the mining industry. The Company believes that the expectations reflected in such forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward?looking information should not be unduly relied upon. These statements speak only as of the date of this news release. The Company does not intend and does not assume any obligation to update any forward?looking information except as required by law. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities of the Company in Canada, the United States, or any other jurisdiction. Any such offer to sell or solicitation of an offer to buy the securities described herein will be made only pursuant to subscription documentation between the Company and prospective purchasers. Any such offering will be made in reliance upon exemptions from the prospectus and registration requirements under applicable securities laws, pursuant to a subscription agreement to be entered into by the Company and prospective investors.

The scientific and technical contents of this release have been approved by Mr. Brian C. Lentz, CPG #11999, Chief Exploration Officer of the Company, who is a "Qualified Person" as defined by Canadian National Instrument 43-101 (Standards of Disclosure for Mineral Projects). Mr. Lentz is not independent of the Company.

SOURCE: Relevant Gold Corp.