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Newrange Closes Shares for Debt Transaction

Pinnacle Silver and Gold Corp.

VANCOUVER, BRITISH COLUMBIA / TheNewswire / February 23, 2024 (TSXV:NRG) (US:NRGOF) (Frankfurt: X6C) – Newrange Gold Corp. ("Newrange" or the “Company") announces that, further to the Company’s news release of January 29, it has received TSXV acceptance of the agreements with certain creditors to accept shares in the Company in settlement of their debt.  The aggregate number of shares to be issued is 5,767,252 at a price of $0.035 per share, for settlement of $201,853.81.  All securities issued will be subject to a four-month hold period which will expire on the date that is four months and one day from the effective date of the transaction, that being February 23, 2024.  

The issuance of 3,714,286 common shares to directors and officers of the Company constitutes a "related party transaction" as this term is defined in Multilateral Instrument 61-101: Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The directors and officers of the Company, acting in good faith, determined that the fair market value of the common shares being issued pursuant to the shares for debt transaction and the consideration being paid is reasonable. The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the common shares nor the debt exceeds 25% of the Company's market capitalization.

About Newrange Gold Corp.

Newrange is currently focused on district-scale exploration for precious metals in the prolific Red Lake District of northwestern Ontario.  The past-producing high-grade Argosy Gold Mine is open to depth, while the adjacent North Birch Project offers additional blue-sky potential.  Further information can be found on our website at

Signed: “Robert Archer”

President & CEO

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Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.