White Gold Corp. Announces Fully Subscribed C$4 Million Private Placement

Toronto, ON – July 13, 2021 – White Gold Corp. (TSX.V: WGO, OTC – Nasdaq Intl: WHGOF, FRA: 29W) (the “Company” or “White Gold”) is pleased to announce it has entered into an agreement with Clarus Securities Inc. (“Clarus” or the “Lead Agent”) and a syndicate including Eight Capital, and Stifel GMP (together with the Lead Agent the “Agents”) who will act on behalf of the Company, on a “best efforts” agency basis, in connection with a brokered private placement (the “Offering”) of premium flow-through units (each a “Premium Flow-Through Unit”), at a price of $0.87 per Premium Flow-Through Unit, flow-through common shares (each a “Flow-Through Share”), at a price of $0.75 per Flow-Through Share, and units of the Company (each a “Unit”) at a price of $0.65 per Unit. Each Unit shall consist of one common share in the capital of the Company (each a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one Common Share at a price of $0.80 for a period of 24 months following the closing date of the Offering. Each Premium Flow-Through Unit shall consist of one Flow-Through Share and one-half of one Warrant. The Flow-Through Shares to be issued pursuant to the Offering will be issued as “flow-through shares” with respect to “Canadian exploration expenses” within the meaning of the Income Tax Act (Canada). The Company will grant the Agents an option (the “Agent’s Option”), which will allow the Agents to offer up to an additional 20% of the Offering, on the same terms as the Units, Premium Flow-Through Units and Flow-Through Shares. The Agent’s Option may be exercised in whole or in part at any time prior to the Closing Date of the Offering. 
We are very grateful for the continued support of our major shareholders as we embark on our 2021 field season, which we anticipate to be exciting and impactful focused on highly anticipated targets, recent discoveries and our existing mineral resources. Further details to be provided in the coming weeks.” stated David D’Onofrio, Chief Executive Officer.   The gross proceeds from the sale of the Premium Flow-Through Units and the Flow-Through Shares will be used by the Company to incur exploration expenditures on its properties in the White Gold District of the Yukon Territory (the “Qualifying Expenditures”) prior to December 31, 2022. The Qualifying Expenditures will be renounced to subscribers of Premium Flow-Through Units and Flow-Through Shares for the fiscal year ended December 31, 2021. The gross proceeds from the sale of the Units will be used for general corporate expenses.   Pursuant to existing investor rights agreements between the Company and each of Agnico Eagle Mines Limited (TSX: AEM, NYSE: AEM) (“Agnico”) and Kinross Gold Corporation (TSX: K, NYSE: KGC) (“Kinross”), both Agnico and Kinross have the right to participate in the Offering in order to maintain their respective interests in the Company, and both have indicated to the Company that they will each maintain their current 17% interest in the Company.   This proposed Offering is subject to receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange.   The Premium Flow-Through Units, the Flow-Through Shares and the Units to be issued under the Offering will be offered pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. Closing of the Offering is anticipated to occur on or about July 29, 2021 or such other date as may be agreed to by the Company and Clarus (the “Closing Date“). The securities issued pursuant to the Offering will be subject to a statutory hold period of four months plus one day from the Closing Date in accordance with applicable securities legislation.   Participation by Agnico and Kinross, and any other insiders of the Company (collectively, the “Insiders”), in the Offering will be considered a “related party transaction” pursuant to Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company will be exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Insiders’ participation in the Offering in reliance of sections 5.5(a) and 5.7(1)(a) of MI 61-101. A material change report will be filed in connection with the participation of Insiders in the Offering less than 21 days in advance of the closing of the Offering, which the Company deemed reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner.  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.