Vancouver, British Columbia / June 3, 2024 – TheNewswire – Harvest Gold Corporation (TSXV: HVG) (“Harvest Gold” or the “Company”) announces that, further to its news release of April 29, 2024 and subject to the final approval of the TSX Venture Exchange (the “Exchange”), it has closed its non-brokered private placement (the “Private Placement”) issuing 4,285,715 units of the Company (the “Units”) at $0.035 per Unit raising total gross proceeds of $150,000.  

Crescat Capital, as lead investor in the Private Placement, purchased 1,700,000 Units, representing approximately 40% of this Private Placement to bring their non-diluted ownership of Harvest Gold common shares to approximately 14.19%.

Dr. Quinton Hennigh, Technical and Geologic Director of Crescat Capital states: “We are delighted to see Harvest Gold secure a district scale land package in an underexplored greenstone belt on strike with one of the more notable new gold camps to emerge in the Superior Province of Quebec. They have stealthily assembled a project with excellent potential, and we are quite anxious to see what some boots on the ground prospecting delivers.”

Rick Mark, President and CEO of Harvest Cold states: “The fact that Crescat has committed to our early stage, three large property packages in the Urban Barry region of Quebec is excellent news for our shareholders. Working with Quinton and the Crescat team on key exploration decisions and on future financing strategies makes us that much stronger going forward. My thanks to them for their confidence in us and this emerging Quebec gold story.”

Each Unit issued in the Private Placement consists of one common share in the capital of the Company (a “Share”) and one transferable common share purchase warrant (a “Warrant”).  Each Warrant entitles the holder to purchase one additional Share at a price of $0.07 for a period of two years from the closing (the “Closing Date”) of the Private Placement.  The Company intends to use the proceeds for exploration costs and general working capital.

Richard Mark, CEO and a director of the Company, and Len Brownlie, a director of the Company, each purchased 400,000 Units in the Private Placement. As such, their participation constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units acquired by the insiders, nor the consideration for the Units paid by such insiders, exceed 25% of the Company’s market capitalization.

The Company paid finder’s fees of $980 cash and 28,000 finder’s warrants (the “Finder’s Warrants”) to Leede Jones Gable Inc. in connection with the closing of the Private Placement. The Finder’s Warrants are non-transferable and exercisable at $0.07 per Share until the Expiry Date.

The Company also announces that the Warrant terms were amended from the original announcement to remove the acceleration provision attached to the Warrants.  

All securities issued pursuant to the Private Placement are subject to the Exchange Hold Period and a four-month and one day hold period pursuant to securities laws in Canada expiring on October 1, 2024.  

About Crescat Capital LLC

Crescat is a value-driven asset management firm headquartered in Denver, Colorado with a global macro thematic overlay. The current goal of its activist metals’ strategy is to help exploration companies create new economic metal deposits in viable mining jurisdictions around the world ahead of a likely M&A cycle. The company’s investment process involves a mix of asset classes and strategies to assist with each client’s unique needs and objectives and includes Global Macro, Long/Short, and Precious Metals funds.

Crescat is advised by its technical consultant, Dr. Quinton Hennigh on investments in gold,  silver, and base-metal resource companies. Dr. Hennigh became an economic geologist after obtaining his PhD in Geology/Geochemistry from the Colorado School of Mines. He has more than 30 years of exploration experience with major gold mining firms, including Homestake, Newcrest, and Newmont.

About Harvest Gold Corporation

Harvest Gold is focused on exploring for near surface gold deposits and copper-gold porphyry deposits in politically stable mining jurisdictions. Harvest Gold’s board of directors, management team and technical advisors have collective geological and financing experience exceeding 400 years.

Harvest Gold has three active gold projects focused in the Urban Barry area, totalling 329 claims covering 17,539.25 ha, located approximately 45-70 km east of Osisko-Gold Fields Windfall Deposit.

Harvest Gold acknowledges that the Mosseau Gold Project straddles the Eeyou Istchee-James Bay and Abitibi territories.  Harvest Gold is committed to developing positive and mutually beneficial relationships based on respect and transparency with local Indigenous communities.

ON BEHALF OF THE BOARD OF DIRECTORS

Rick Mark
President and CEO
Harvest Gold Corporation

For more information please contact:

Rick Mark or Jan Urata
@ 604.737.2303 or info@harvestgoldcorp.com

Neither 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

This news release includes certain statements that may be deemed "forward looking statements". All statements in this news release, other than statements of historical facts, that address events or developments that Harvest Gold expects to occur, are forward looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur.

Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward looking statements include market prices, exploitation and exploration successes, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

The securities referred to in this news release 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 applicable securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) or persons in the United States unless registered under the U.S. Securities Act and any other applicable securities laws of the United States or an exemption from such registration requirements is available.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within any jurisdiction, including the United States.  Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.