GOG Golden Tag Resources Ltd

Golden Tag Resources Ltd. (“Golden Tag” or the “Company”) (TSX.V: GOG) is pleased to provide the following update regarding its proposed acquisition of the La Parrilla Silver Mine Complex (“La Parrilla”) in Durango, Mexico (the “Transaction”) from First Majestic Silver Corp (“First Majestic”) pursuant to an asset purchase agreement entered into between First Majestic, First Majestic Plata, S.A. DE C.V., and Golden Tag, dated December 7, 2022 (the “Asset Purchase Agreement”) and as previously announced in the Company’s news release dated December 7, 2022.

Transaction Update

The Transaction is proceeding as previously announced in the Company’s news releases dated May 30 and April 14, 2023, and is expected to close in August. Completion of the Transaction remains subject to a number of conditions including, but ‎not limited to the approval by the Golden Tag shareholders of the creation of a new Control Person (as such term is defined under the policies of the TSXV), and receipt of all applicable regulatory approvals, including that of the TSXV. For further details of the Transaction, please refer to a copy of the Asset Purchase Agreement, which can be found on the Company’s SEDAR profile.

On May 25, 2023 the Company received approval from Mexico’s antitrust agency, the Comisión Federal de Competencia Económica (“COFECE”) for the acquisition of La Parrilla.

Financing

As disclosed on May 30, 2023, Golden Tag and First Majestic amended the Asset Purchase Agreement to reduce Golden Tag’s minimum required financing to $7.2 million from $9 million.

As previously announced, Golden Tag has closed on two tranches of its non-brokered private placement financing of subscription receipts for aggregate gross proceeds of $6.9 million. The Company has received further subscription commitments, which when combined with the first two tranches, total in excess of $7.2 million.

About Golden Tag Resources

Golden Tag Resources Ltd. is a Toronto based mineral resource exploration company. The Company holds a 100% interest, subject to a 2% NSR, in the San Diego Project, in Durango, Mexico. The San Diego property is among the largest undeveloped silver assets in Mexico and is located within the prolific Velardeña Mining District. Velardeña hosts several mines having produced silver, zinc, lead and gold for over 100 years. For more information regarding the San Diego property please visit our website at www.goldentag.ca.

For additional information, please contact: Greg McKenzie, President & CEO Ph: 416-504-2024 greg.mckenzie@goldentag.ca

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.

TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

Cautionary Note Regarding Forward Looking Statements:

Certain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of the phrase ‘forward-looking information’ in the Canadian Securities Administrators’ National Instrument 51-102 – Continuous Disclosure Obligations. Forward-looking statements are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release includes, but is not limited to, the completion of Transaction and the private placement on the terms described herein (or if at all), the ability to obtain requisite corporate and regulatory approvals, including, but not limited to, the approval from the TSXV for the Transaction and the private placement and the completion of subscription of subscription commitments under the private placement.

In making the forward-looking statements included in this news release, the Company has applied several material assumptions, including that the Company’s financial condition and development plans do not change because of unforeseen events, that future metal prices and the demand and market outlook for metals will remain stable or improve, management’s ability to execute its business strategy, the receipt of all necessary approvals, the satisfaction of all closing conditions of the Transaction, the closing of the Offering, and no unexpected or adverse regulatory changes with respect to La Parrilla. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Company to control or predict, that may cause the Company’s actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including, but not limited to, the risk that the Company is not able to complete the Transaction or the Offering on the terms anticipated by the Company (or at all), the risk that the Company is unable to obtain requisite corporate and regulatory approvals, including but not limited to the approval of the TSXV, the Mexican government, and shareholder approval, the risk that the assumptions referred to above prove not to be valid or reliable, market conditions and volatility and global economic conditions including increased volatility and potentially negative capital raising conditions resulting from the continued or escalation of the COVID-19 pandemic, risk of delay and/or cessation in planned work or changes in the Company’s financial condition and development plans; risks associated with the interpretation of data (including in respect of third party mineralized material) regarding the geology, grade and continuity of mineral deposits, the uncertainty of the geology, grade and continuity of mineral deposits and the risk of unexpected variations in mineral resources, grade and/or recovery rates; risks related to gold, silver and other commodity price fluctuations; employee relations; relationships with and claims by local communities and indigenous populations; availability and increasing costs associated with mining inputs and labour, the speculative nature of mineral exploration and development, including the risks of obtaining necessary licenses and permits and the presence of laws and regulations that may impose restrictions on mining; risks relating to environmental regulation and liability; the possibility that results will not be consistent with the Company’s expectations.

Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed, and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.