TORONTO, ON / ACCESSWIRE / June 2, 2022 / Signal Gold Inc. ("Signal Gold" or the "Company") (TSX:SGNL)(OTCQX:SGNLF) is pleased to announce that it has upsized its previously announced non-brokered private placement to now raise gross proceeds of up to $6,000,000 (the "Offering"). The Offering will now consist of up to 3,652,774 "flow-through" units of the Company (the "FT Units") at a price of $0.56 per FT Unit, and up to 8,070,298 units of the Company (the "Units") at a price of $0.49 per Unit. Each FT Unit will consist of one common share to be issued as a "flow-through share" as defined in subsection 66 (15) of the Income Tax Act (Canada) and one-half of one common share purchase warrant to be issued on a non-flow-through basis (each whole common share purchase warrant, a "Warrant"). Each Unit will consist of one common share and one-half of one Warrant. Each Warrant will entitle the holder thereof to purchase one common share of the Company (a "Warrant Share") at a price of $0.74 for a period of 36 months following the closing date of the Offering. The Warrants will contain an acceleration clause whereby, after the expiration of the statutory hold period, if the common shares of the Company trade at a volume weighted average price of $1.24 or more for 10 consecutive trading days, the Company will have the right to accelerate the exercise period to a period ending at least 30 days from the date that notice of such acceleration is provided to the holders of the Warrants.

It is expected that the gross proceeds from the Offering will be primarily used to advance activities for development and exploration at the Goldboro Gold Project in Nova Scotia and for working capital and general corporate purposes.

Any securities to be issued under the Offering will be subject to a hold period of four months and a day from the closing date of the Offering in accordance with the rules and policies of the Toronto Stock Exchange ("TSX"), and applicable Canadian securities laws and such other further restrictions as may apply under foreign securities laws. The Offering remains subject to the approval of the TSX.

It is anticipated that insiders of the Company may participate in the Offering. By virtue of their participation, the Offering would constitute a "related party transaction" under applicable securities laws. The Company expects to release a material change report including details with respect to the related party transaction less than 21 days prior to the closing of the Offering, which the Company deems reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner. As the related party transaction will not exceed specified limits and will constitute a distribution of securities for cash, it is expected that neither a formal valuation nor minority shareholder approval will be required in connection with the Offering.

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. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.