GT Gold Announces a C$17.6 Million Financing and Strategic Investment by Newmont Goldcorp Corporation for Exploration at the Tatogga Property

“We are very pleased to welcome Newmont Goldcorp as a strategic investor in GT Gold,” said Steve Burleton, President and Chief Executive Officer. “Newmont Goldcorp’s investment is a significant milestone for GT Gold and represents a strong endorsement of our Tatogga property and recognizes the area’s appeal as a highly prospective gold district. Newmont Goldcorp will bring significant technical expertise which will help GT Gold accelerate the development of Saddle North and our understanding of the geological potential of our large land package through this exciting phase of exploration.”

In connection with the financing transaction, the Company and Newmont Goldcorp will enter into an investor rights agreement, whereby, subject to certain conditions, Newmont Goldcorp will have certain rights including the right to:

• designate one nominee for appointment to the Board of Directors of the Company for as long as Newmont Goldcorp holds at least 5.0% of the Company’s outstanding shares;
• appoint half the members of a newly formed joint technical committee;
• maintain its pro-rata ownership in the Company and, under certain circumstances, increase its ownership up to 14.9% of the outstanding shares of the Company; and
• a right of first offer (“ROFO”) on the Tatogga property in the event GT Gold seeks to divest all or a part of its interest in the Tatogga property.

The proceeds received by the Company from the sale of the flow-through shares will be used to incur eligible Canadian exploration expenses (“CEE”) that qualify as “flow-through mining expenditures” (as such terms are defined in the Tax Act) related to the Company’s projects located in British Columbia (the “Qualifying Expenditures”). The Qualifying Expenditures will be renounced in favour of the purchasers with an effective date of no later than December 31, 2019, in the aggregate amount of not less than the total amount of the gross proceeds raised from the issuance of the Flow-Through shares.

The financing transaction is scheduled to close on or about May 30, 2019 and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the TSX Venture Exchange and the securities regulatory authorities.

Macquarie Capital Markets Canada Ltd. is acting as financial advisor to GT Gold in connection with the strategic investment by Newmont Goldcorp.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the 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 GT Gold

GT Gold Corp. is focused on exploring for base and precious metals in the geologically fertile terrain of British Columbia’s renowned Golden Triangle. The Company’s flagship asset is the wholly-owned, 46,827 hectare Tatogga property, located near Iskut, BC, upon which it achieved two significant discoveries in 2017 and 2018 at its Saddle prospect: a near surface bulk-tonnage and potential deep high-grade underground-style epithermal gold-silver vein system at Saddle South and, close by at Saddle North, a large-scale, richly mineralized porphyry gold-copper-silver mineralized intrusion.

About Newmont Goldcorp

Newmont Goldcorp is the world’s leading gold company and a producer of copper, silver, zinc and lead. Its world-class portfolio of assets, prospects and talent is anchored in favorable mining jurisdictions in North America, South America, Australia and Africa. Newmont Goldcorp is the only gold producer listed in the S&P 500 Index and is widely recognized for its principled environmental, social and governance practices. Newmont Goldcorp is an industry leader in value creation, supported by robust safety standards, superior execution and technical proficiency. Newmont Goldcorp was founded in 1921 and has been publicly traded since 1925.

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