UrbanGold Mobilizes to Monaco in Urban-Windfall and Closes Financing with Quebec Funds

Ottawa, Ontario–(Newsfile Corp. – May 30, 2019) – UrbanGold Minerals Inc. (TSXV: UGM) (“UrbanGold” or the “Company”) is pleased to announce that field crews have mobilized to its 100% owned Monaco, 17,231.4-hectare property located in the Windfall-Urban area in Quebec to commence exploration work. This program will be run in parallel to the exploration currently ongoing on the StarGold property (See May 23, 2019 UrbanGold press release).

This extensive exploration program is designed to validate eight drill targets identified by surface geophysics completed in 2017 and where anomalous gold was assayed in till samples. Other targets will be examined including potential lithium bearing pegmatites discovered in 2017. The proposed drill program is scheduled to begin once all targets have been verified by the geological team that is currently on location.

UrbanGold is exploring its two large Urban-Windfall properties concurrently and expanding its profile in the area based on management’s experience and technical knowledge of the region.

The Company is also pleased to announce the closing of its non-brokered private placement (the “Private Placement”) announced in its news releases dated May 7, 2019 to raise gross proceeds of $379,460 through the issuance of 3,449,636 units (the “Units”) priced at $0.11 per Unit. Each Unit is comprised of one common share and one common share purchase warrant with an exercise price of $0.16. The warrants have an expiry date of two years from the date of issuance. The funds raised are non-flow through and no finder’s fees were paid.

Proceeds of the Private Placement will be used for general working purposes and general advancement of the Company’s principal gold properties.

Completion of the Private Placement is subject to regulatory approval including, but not limited to, the approval of the TSX Venture Exchange. The securities issued are subject to a four month hold period from the date of issuance.

Three insiders of UrbanGold subscribed for an aggregate of 500,000 Units for a total of 14.5% of the Private Placement. As insiders of UrbanGold participated in this Private Placement, it is deemed to be a “related party transaction” as defined under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions (“MI 61-101”).

Neither the Company, nor to the knowledge of the Company after reasonable inquiry, a related party, has knowledge of any material information concerning the Company or its securities that has not been generally disclosed.

The Private Placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(c) and 5.7(1)(b)) as it was a distribution of securities for cash and neither the fair market value of the Units distributed to, nor the consideration received from, interested parties exceeded $2,500,000.

The Company did not file a material change report more than 21 days before the expected closing of the Private Placement because the details of the participation therein by related parties of the Company were not settled until shortly prior to closing of the Private Placement and the Company wished to close on an expedited basis for business reasons.

Qualified Person

This news release has been prepared by Mathieu Stephens, P.Geo., President and CEO for UrbanGold, the Qualified Person, as defined by National Instrument 43-101.

About UrbanGold

UrbanGold is incorporated under the federal laws of Canada and has its principal office in Ottawa, Ontario, Canada. The Company is engaged in the evaluation, acquisition and exploration of mineral properties in Canada, and its current focus is Quebec. The Company plans to ultimately develop the properties, bring them into production, option or lease the properties to third parties, or sell the properties outright. The Company has not determined whether these properties contain mineral reserves that are economically recoverable, and the Company is considered to be in the exploration stage.

Forward Looking Information

This press release contains “forward-looking information” within the meaning of applicable securities laws that is intended to be covered by the safe harbours created by those laws. “Forward-looking information” includes statements that use forward-looking terminology such as “may”, “will”, “expect”, “intend”, “anticipate”, “believe”, “continue”, “potential” or the negative thereof or other variations thereof or comparable terminology.

Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management at the date the statements are made. Furthermore, such forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by forward-looking information. See “Risk Factors” in the Company’s Final Prospectus dated December 13, 2018 filed on SEDAR at www.sedar.com for a discussion of these risks.

The Company cautions that there can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, investors should not place undue reliance on forward-looking information.

Except as required by law, the Company does not assume any obligation to release publicly any revisions to forward-looking information contained in this press release to reflect events or circumstances after the date hereof.

For further information

Mathieu Stephens, Chief Executive Officer

Jens Hansen, Chairman of the Board

Phone (613) 721-2919

Neither the TSX Venture Exchange, nor its Regulation Service Provider (as that term is defined in the policies of the TSXV, accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/45137

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