Osprey Gold Development Ltd. OSSPF

Osprey and Meguma Announce Receipt of Interim Order and Fili

[Ericos]

Osprey and Meguma Announce Receipt of Interim Order and Filing Management Circular for Special Meeting Vancouver, British Columbia and Halifax, Nova Scotia--(Newsfile Corp. - August 14, 2020) - Osprey Gold Development Ltd. (TSXV: OS) ("Osprey") and MegumaGold Corp. (CSE: NSAU) (OTC Pink: NSAUF) (FSE: 2CM2) ("MegumaGold") today announced that Osprey has obtained an interim order from the Supreme Court of British Columbia for its proposed plan of arrangement, previously announced on March 23, 2020 and June 10, 2020, pursuant to which MegumaGold will acquire all of Osprey's outstanding common shares in exchange for common shares of MegumaGold, on an exchange ratio of one (1) MegumaGold common share for every two (2) Osprey common shares outstanding (the "Transaction"). Osprey has also mailed, and filed under its profile on SEDAR, its management information circular (the "Circular") and related materials for the special general meeting of shareholders of Osprey (the "Meeting") to be held on September 4, 2020. At the Meeting, shareholders of the Company will consider and vote on the approval of the Transaction. Details regarding the Transaction and the resulting combined company upon completion of the Transaction (the "Combined Company") are set forth in the Circular. This year, in light of the ongoing COVID-19 pandemic, the Meeting will be held by way of virtual only format whereby shareholders may participate in the Meeting remotely. The Meeting is scheduled to begin at 10:00 a.m. (Vancouver time). Shareholders of record as of the close of business on July 20, 2020 are entitled to receive notice of and to vote at the Meeting. The Company welcomes all registered shareholders and duly appointed proxyholders can attend the Meeting online at https://web.lumiagm.com/293413588, using password OS2020 (case sensitive). As usual, only duly appointed proxyholders will be allowed to vote and intervene during the live Meeting. Beneficial shareholders who wish to attend at the Meeting should refer to the instructions contained in the Circular. Instructions to vote and participate in the online Meeting, including submitting questions to management are also available in the Circular. Osprey encourages shareholders to vote and submit their proxies prior to the Meeting. The Board of Directors, after receiving the unanimous recommendation of a special committee of independent directors and in consultation with its financial and legal advisors, has determined that the Transaction is in the best interests of the Company and fair to Osprey shareholders and unanimously recommends that Osprey shareholders vote in favor of the Transaction. The Circular and other meeting materials are available under Osprey's profile at www.sedar.com. Closing of the Transaction remains subject to a number of conditions including, receipt of all required shareholder, regulatory and third party consents, including TSX Venture Exchange (the "TSXV") approval, the approval of the Supreme Court of British Columbia granting the Final Order in respect of the Transaction and satisfaction of other customary closing conditions. The Transaction cannot close until the required approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Shareholder should carefully read the information contained in the Circular regarding the various matters to be submitted to shareholders for approval at the Meeting.