The Corporation is also pleased to announce that it has closed its previously-announced non-brokered private placement, pursuant to which the Corporation sold an aggregate of 4,130,250 units of the Corporation (each, a “Unit”) at a price of $0.48 per Unit for aggregate gross proceeds of $1,982,520 (the “Offering”). Each Unit consists of one common share of the Corporation (each, a “Common Share”) and one-half-of-one common share purchase warrant of the Corporation (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.58 per share for a 24-month period following the closing date of the Offering.

The net proceeds from the Offering will be used for the development of Osisko Metals’ Pine Point Project, specifically drilling and hydrogeological studies, as well as general corporate purposes.

The following “insiders” of the Corporation have subscribed for Units under the Offering:

Insider       Category                               Number of Units  Subscription Amount

Robert Wares  10% Security Holder; CEO and Chairman  1,250,000        $600,000     

Osisko Mining Inc. also subscribed for 1,250,000 Units as part of the Offering, representing a subscription amount of $600,000.

Each subscription by an “insider” is considered to be a “related party transaction” for purposes of Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and Policy 5.9 — Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange. The Corporation is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Corporation is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Corporation’s market capitalization, and no securities of the Corporation are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Corporation is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(b) as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Corporation’s market capitalization.

All securities issued under the Offering are subject to a four month hold period which will expire May 1, 2021. The Offering is subject to final acceptance of the TSX Venture Exchange. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

The technical report is entitled, “2020 Mineral Resource and Reserve Estimate for the Plutonic Gold Operations Including Main Open Cut Pit Area,” is dated Dec. 30, 2020, is effective Dec. 31, 2019, and is available under Superior Gold’s profile on SEDAR and on the company’s website.

PEA highlights:

• Robust economics with after-tax net present value (5-per-cent discount rate) of $120-million and an after-tax internal rate of return of 35 per cent at $2,150 per ounce of gold ($1,505 (U.S.) per ounce);
• Low-capital-intensity project with only $82-million preproduction capital cost net of $22-million of preproduction revenue;
• Average production of 60,000 ounces gold per year over six years for 357,000 ounces of total production;
• Low life-of-mine (LOM) all-in sustaining cost (AISC) of $863 (U.S.) per ounce gold;
• Technically simple project based on a pushback of the existing Plutonic Main pit utilizing existing processing and other existing infrastructure;
• Significant leverage to gold price: $265-million NPV (5-per-cent discount rate) at recent spot price of $2,850 per ounce of gold ($2,000 (U.S.) per ounce);
• Value enhancement potential available through removing open-pit constraints, resource expansion and exploration drilling;
• Proceeding to a prefeasibility study expected to be completed in the first half of 2022.

Updated mineral resource highlights:

• Updated measured and indicated mineral resources of 1.89 million ounces of gold (16.26 million tonnes at a 3.6-gram-per-tonne-gold grade);
• Updated inferred mineral resources of 3.07 million ounces of gold (30.55 million tonnes at a 3.1-gram-per-tonne-gold grade).

The updated mineral resource estimate and PEA were completed under the supervision of Stephen Hyland, FAusIMM, who is a qualified person as defined by National Instrument 43-101 and is independent of the company. Mr. Hyland is a fellow of the Australasian Institute of Mining and Metallurgy (FAusIMM), a member of the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), and a qualified person within the meaning of NI 43-101. Mr. Hyland is employed by Hyland Geological and Mining Consultants (HGMC), and has been engaged on the basis of professional association between client and independent consultant.

The PEA was prepared under the supervision of the qualified person Mr. Hyland by the following individuals at RPM Advisory Services Pty. Ltd., all of whom are qualified persons under the terms of NI 43-101:

• Mining: Igor Bojanic, FAusIMM;
• Processing and infrastructure: Dr. Andrew Newell, MAusIMM (CP), MIE (CP).

Though the RPM Global team did not have designated qualified persons for the purposes of the PEA, the team does meet the requirements for qualified persons under the terms of NI 43-101.

Each unit will consist of one common share of the company and one-half of one common share purchase warrant of the company. Each warrant shall be exercisable to acquire one common share at a price of $2.00 for a period of 24 months from the closing date of the financing.

In addition, under the terms of the financing, the company granted to the underwriters an option to purchase up to 532,260 additional units at a price of $1.55 per unit, exercisable at any time, in whole or in part, until the date that is not later than the 30th day after the closing date of the financing. The underwriters have elected to exercise their overallotment option in full, such that the total number of units to be sold in the financing will be 4,080,660 units at a price of $1.55 per unit for total gross proceeds to the company of $6,325,023.

The company intends to use the majority of the net proceeds from the financing for continued exploration of the company’s Iska Iska project in Bolivia, including 10,000 metres of additional diamond drilling planned to be carried out on the property (6,000 metres of drilling at Santa Barbara/Huayra Kasa and 4,000 metres of initial drilling at the Central Breccia Pipe). To date, the company’s drill program at Iska Iska has completed more than 4,800 metres of drilling in 19 underground and surface drill holes. Assay results for the first five drill holes were reported in the company’s Nov. 18, 2020, press release; assay results for the balance of the holes are pending.

The financing is scheduled to close on or about Jan. 5, 2021, and is subject to certain customary closing conditions.

The allegations are contained in a petition filed at the Vancouver courthouse on Dec. 22, 2020, by Xiaoling Ren, a Vancouver resident and shareholder of Eastern Platinum. (She does not say how many shares she holds, and her holdings are insufficient to trigger any reporting requirements.) The petition centres around the company’s plans to process tailings from part of its Crocodile River mine in South Africa. The mine, which operated on and off from 1980 to 2013, left a considerable pile of tailings that contain chrome oxide. Eastern Platinum intends to process these tailings for their chrome content.

The problem, as set out in the petition, is that Eastern Platinum’s plan is far too expensive. On March 1, 2018, the company entered into a deal to purchase new equipment to process the tailings. The deal (with an entity called Union Goal Offshore Ltd.), came with a $40-million (U.S.) price tag. The company plans to shell out the money despite having an existing plant that could handle much of the work, the petition states.

While the proposed plant would roughly double the amount of material that could be processed, Ms. Ren claims that it could not do so economically. As she sees things, the plan will inflict a loss as high as $50-million on the company. This could lead to the company’s insolvency, she contends.

As Ms. Ren sees things, using the existing plant is a more attractive option. The existing plant may only be able to process half of the material, but it could do so at a profit to the company, she contends. She points to a technical report that concluded the value to the company of using that plant would be $3.8-million.

Ms. Ren is asking that the courts allow her to begin a legal proceeding in Eastern Platinum’s name against the company’s management from 2018. These include the company’s present chief executive officer, Diana Hu, as well as present directors George Dorin, Michael Cosic and Beilin Shi. The proposed suit would also name as defendants former directors Sheng (Sam) Wang, Xin Guan and Nigel Dentoom.

Eastern Platinum has not yet responded to Ms. Ren’s petition, but the case is not the first the company has faced over the processing deal. The company previously defeated a similar challenge from Rong Kai Hong, a shareholder who also complained that the transaction would be a financial disaster. That case failed, with a judge finding that Mr. Hong did not bring the case in good faith. He had previously attempted to take control of Eastern Platinum’s board and, as the judge saw things, was attempting to “obtain retribution” for the failed takeover.

(The failed takeover attempt occurred in 2016, when Mr. Hong and a company called Beijing Hehe Fengye Investment Co. Ltd. were on the losing side of a proxy battle. Shareholders rejected a slate of directors that Mr. Hong supported at a July 5, 2016, annual general meeting.)

It is not clear from the court case if there is any connection between Mr. Hong and Ms. Ren, but they both have the same lawyer. Toronto’s Simon Bieber represented Mr. Hong in his failed effort, and now represents Ms. Ren in the present petition.

For shareholders, the legal wrangling comes with the stock showing some life. It closed at 43.5 cents Wednesday, up 3.5 cents and well up from its 52-week low of 17.5 cents.

The company will seek advice and make a recommendation on the appropriate action.

We seek Safe Harbor.

The Montagne d’Or joint-venture (owned 44.99% by Orea and 55.01% by Nord Gold SE) (the “JV”) submitted renewal applications for a 25-year period for two core mining concessions in December 2016. In the absence of a timely decision from the Minister of Economy in charge of mines, and in order to protect its rights, the JV filed proceedings in February and March 2019 in the Administrative Court of Cayenne in French Guiana to invalidate any implicit (deemed) refusal as a result of the French government having failed to respond within the legal deadline and to order the State to extend mining concessions for a period of 25 years and, in the alternative, to reconsider its request for an extension.

The Court rendered its decisions on December 24 th and concluded that the implicit refusals were cancelled and ordered the State to extend the mining concessions and to set the duration of these extensions within a period of six months from the notification of the court judgment. The Minister of Economy, and a non-governmental organisation (NGO) permitted to intervene in case, will have two months to appeal the decision.

Rock Lefrancois, President and CEO of Orea, commented “The court decision is a big win for the JV, confirming its rights to the Montagne d’Or concessions. The Court also noted the completeness of the applications and the JV’s financial and technical capabilities to develop the project. Now that the mine redesign is essentially complete, culminating in years of outstanding work by the JV to make this project technically and environmentally exemplary, we now see a clear path for the development of one of the best grade open pit gold deposits in the Guiana Shield”.

As communicated on December 22 nd, the JV launched additional engineering and environmental studies in early 2019 for project modifications and improvements subsequent to the bankable feasibility study completed in 2017 and public consultation conducted in 2018 by the National Public Debate Commission (“CNDP”). The project redesign mainly addressed recommendations made in the CNDP’s report and took into consideration the French government’s expectations on environmental protection. The complementary studies are now substantially complete and the current schedule is to finalize the environmental and mining authorization applications in the first quarter of 2021.

* The Montagne d’Or gold deposit hosts Measured Mineral Resources of 10.3 Mt at 1.804 g/t (600,000 oz), Indicated Mineral Resources of 74.8 Mt at 1.350 g/t (3.25 Moz) and additional Inferred Mineral Resources of 20.2 Mt at 1.48 g/t gold (960,000 oz), prepared in accordance with the requirements of National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). The Mineral Resources are confined within a pit shell defined by a gold price of US$1,300/oz and a cut-off grade of 0.4 grams per tonne gold. For more information, see Orea’s news release titled “Columbus Gold Announces Positive Bankable Feasibility Study for Montagne d’Or Gold Project, French Guiana” dated March 20, 2017 and filed on SEDAR and the technical report prepared in accordance with the requirements of NI 43-101 titled “NI 43-101 Technical Report, Bankable Feasibility Study – Montagne d’Or Project, French Guiana” by SRK Consulting for Columbus Gold (now Orea Mining) and Nordgold with an Effective Date of March 6, 2017, and a report date of April 28, 2017, which was filed on SEDAR on April 28, 2017.

The Company will incur “Canadian exploration expenses” as defined in subsection 66.1(6) of the Income Tax Act (Canada) (the “Tax Act”) in an amount equal to the gross proceeds from the issuance of the FT Shares on the Marathon Property in the Province of Ontario and will renounce to subscribers in the Offering effective December 31, 2020. Such Canadian exploration expenses will also qualify as “flow-through mining expenditures” as defined in subsection 127(9) of the Tax Act.

In connection with the Offering, the Company paid an aggregate cash commission of $166,320 to certain eligible persons. All securities issued under the Offering are subject to a four-month hold period from the date of issuance in accordance with applicable securities laws. The Offering is subject to final acceptance of the Toronto Stock Exchange.

Mr. Sprott, a related party within the meaning of Multilateral Instrument 61-101 (“MI 61-101”) subscribed for 2,000,000 FT Shares pursuant to the Offering, which participation constituted a related party transaction under MI 61-101. The Company is relying 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 the fair market value of the participation in the Offering by Mr. Sprott does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.

Each Unit consists of one common share in the capital of the Company (a “Common Share”) and one half of one Common Share purchase warrant (a “Warrant”). Each whole Warrant will entitle the holder thereof to purchase one Common Share (a “Warrant Share”) at a price of C$0.28 until 31 December 2022. The Units were offered by way of a short form prospectus in each of the provinces of British Columbia, Alberta and Ontario.

In connection with the Offering, the Underwriters received a cash commission of 6.0% of the gross proceeds of the Offering.

The Company plans to use the net proceeds from the Offering to fund exploration and development expenditures at the Company’s projects, including its flagship Dewey Burdock Project, to repay outstanding loans and for general working capital and corporate purposes.

Lithium-ion Battery Recycling (RecycLiCo) Highlights:

• Achieved 99.7% extraction of lithium, nickel, manganese, and cobalt from lithium-ion cathode material during pilot plant leach tests
• Received funding from National Research Council of Canada Industrial Research Assistance Program for the project, Synthesis of Cathode Material Precursors from Recycled Battery Scrap
• Acquired specialized cathode precipitation reactor to advance the production of recycled cathode material
• Increased processing capacity of pilot plant pre-leach stage by 356% to 292kg/day of lithium-ion battery cathode material
• Announced conceptual commercial recycling plant layout with a proposed processing capacity of 3 tonnes/day
• Achieved 99.72% purity from recycling tests on electric vehicle battery materials from the U.S. Department of Energy and Critical Materials Institute Project

Manganese Process Highlights:

• United States Defense Logistics Agency awarded AMY a grant to perform work on the U.S. Government’s strategic National Defense manganese stockpile located near Wenden, Arizona
• Approximately 550 pounds of manganese samples from Wenden Stockpile received for the bench-scale testing project using American Manganese’s patented manganese process
• Executive Order signed by the President of the United States, declaring a National Emergency to expand domestic mining industry for critical minerals such as manganese, for which the United States is 100% import-dependent.

Gold, Copper, and Rare Earth Exploration Highlights:

• Proposed spin-out of BC gold, copper, and rare earth mineral claims into a new company to maximize shareholder value
• Filed NI 43-101 technical summary report on Rocher DeBoule gold and copper property

Financing Highlights:

• 116% year-to-date increase in share price (Current: $0.40 and 52-week range: $0.10 – $0.72)
• Raised $1,542,954 at $0.20 per unit in a non-brokered private placement
• Raised $125,040 in flow-through units at $0.24 per unit in a non-brokered private placement

“2020 has been a year for the history books as we have all been faced with incredibly challenging times. I’m proud of our team and investors who have shown resilience and support as we worked to advance our technology on multiple fronts and contribute to domestic and circular supply chains,” said Larry Reaugh, President and CEO of American Manganese. “We wish everyone a prosperous New Year from all of us at American Manganese.”