Redstar Gold Completes $7 Million Private Placement, Acquires Heliodor Metals Limited and Appoints a New CEO

Vancouver, B.C. – TheNewswire – Canada, August 24th 2020 – Redstar Gold Corp. (TSXV:RGC) US (OTC:RGCTF) (FRA:RGG) (“Redstar” or the “Company”) is pleased to announce that it has completed its non-brokered private placement offering (the “Offering”) and its acquisition of Heliodor Metals Limited (“Heliodor”).

In the Offering, Redstar issued 87,633,332 common shares (each a “Share”) at a price of C$0.08 per Share for aggregate gross proceeds of C$7,010,667. In its share exchange transaction with the Heliodor shareholders, which was originally announced in the Company’s press release of July 23, 2020, Redstar issued an aggregate of 86,621,003 Shares in exchange for all of the issued and outstanding securities of Heliodor.

Jacques Vaillancourt, Executive Chairman of Redstar Gold Corp. stated: “We are pleased to close this strongly supported equity financing that was oversubscribed from the start. With approximately C$10,000,000 in cash and investments, we now have the funds needed to commence drilling at our Unga project in Alaska and to begin exploring the Heliodor properties in Mexico. We are especially pleased to welcome Charles Funk to the role of CEO and look forward to providing regular updates on our exploration programs throughout the rest of 2020.”

The Offering

In addition to the 87,633,332 Shares issued in the Offering, and in consideration for the introduction of certain subscribers in the Offering, the Company paid cash finders’ fees totalling $316,000 to certain finders and it issued 3,649,163 non-transferable broker’s warrants. Each broker’s warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.10 per common share for a period of two years following the closing date.

All securities issued in the Offering are subject to a four-month hold period expiring December 22, 2020 under applicable Canadian securities legislation and stock exchange policy.

Any securities issued in the Offering to U.S. Persons may be subject to additional resale restrictions under applicable U.S. federal and state securities law and regulation. None of the securities issued in the Offering or in the Heliodor acquisition have been, and will not be, registered under the United States Securities Act of 1933, as amended, (the “U.S. Securities Act”) or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S promulgated under the U.S. Securities Act) absent registration under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

The Company intends to use the proceeds of the Offering for exploration drilling and resource delineation, updating the resource and general working capital.

Heliodor Metals Acquisition and Appointment of CEO

In the Heliodor acquisition, Redstar issued an aggregate of 86,621,003 Shares to the former Heliodor shareholders in exchange for all of the issued and outstanding Heliodor securities. In addition, and as agreed in the Share Exchange Agreement, Redstar has appointed Charles Funk as its Chief Executive Officer. Mr. Funk has over 14 years of industry experience for major and junior mining and companies including Newcrest Mining and Evrim Resources. Charles is a geologist specializing in business development for gold, silver and copper projects from early stage to production who has led or supported multiple deposit discoveries in Mexico and Australia and contributed to over $60 million dollars in capital raisings.

In connection with his appointment, Redstar has entered into an Executive Consulting Agreement with a company owned and controlled by Mr. Funk pursuant to which the consultant has agreed to provide the services of Mr. Funk as Redstar’s Chief Executive Officer.

On Behalf of the Board of Directors

Jacques Vaillancourt

Executive Chairman

Redstar Gold Corp
Tel: +44 780 226 8247

Email: jvaillancourt@redstargold.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 release includes certain statements that may be deemed “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 “would”, “may”, “could” or “should” occur. Forward-looking statements in this press release include Redstar’s planned use of proceeds from the Offering. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guaranteeing 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 applicable 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.

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