Harte Gold Corp. T.HRT

Instant $ US 5- 7.5 million from Appian

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In addition to the net proceeds available from the sale of the Flow-Through Shares under the Offering, the Company has the option, pursuant to the Standby Commitment, to issue a 1% or 1.5% royalty to Appian at any time until June 30, 2020 for aggregate gross proceeds to the Company of US$5.0 million or US$7.5 million, respectively (the “Standby Commitment Proceeds”). The Standby Commitment Proceeds are available to the Company within two weeks of the exercise of its option under the Standby Commitment, and would assist the Company in satisfying short term cash requirements, if exercised. The Company’s ability to exercise the Standby Commitment is subject to the coincident repayment of US$4.0 million under the BNP Debt Financing if a 1.5% royalty is issued and US$2.0 million under the BNP Debt Financing if a 1.0% royalty is issued. The Company’s exercise of the Standby Commitment is also subject to certain conditions set out in the Appian Subscription Agreement including, but not limited to: (i) there shall not have been a material adverse effect on or before closing of the Standby Commitment; (ii) the Company shall be in material compliance with the terms of the Appian Subscription Agreement; (iii) the new royalty being registered on title; (iv) Appian receiving a legal opinion from Company’s counsel and (v) approval of the TSX. The Company is evaluating other potential funding sources in addition to the funds available under the Standby Commitment.