News-Release

Harvest Gold Announces Non-Brokered Private Placement

04/29/2024

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Vancouver, British Columbia / April 29, 2024 - Harvest Gold Corporation (TSXV: HVG) ("Harvest Gold" or the "Company") announces that, subject to the approval of the TSX Venture Exchange, it is proceeding with a non-brokered private placement of up to 4,285,715 units of the Company (the "Units") at $0.035 per Unit for gross proceeds of up to $150,000 (the "Offering"). Each Unit will consist of one common share in the capital of the Company (a "Share") and one Share purchase warrant (a "Warrant").

Each Warrant will entitle the holder to purchase one additional Share at a price of $0.07 for a period of two years from the closing (the "Closing Date") of the Offering. The Company intends to use the proceeds for exploration costs and general working capital.

The Warrants are subject to an accelerated expiry provision whereby if the Company’s Shares close at or above $0.12 per Share during any 10 consecutive trading day period at any time subsequent to four months and one day after the Closing Date, the holder will have 30 days from the date the Company provides notice of such accelerated expiry to exercise the Warrants or they will expire.

All securities issued will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.

About Harvest Gold Corporation

Harvest Gold is focused on exploring for near surface gold deposits and copper-gold porphyry deposits in politically stable mining jurisdictions. Harvest Gold’s board of directors, management team and technical advisors have collective geological and financing experience exceeding 400 years.

Harvest Gold has three active gold projects focused in the Urban Barry area, totalling 329 claims covering 17,539.25 ha, located approximately 45-70 km east of Osisko-Gold Fields Windfall Deposit.

Harvest Gold acknowledges that the Mosseau Gold Project straddles the Eeyou Istchee-James Bay and Abitibi territories. Harvest Gold is committed to developing positive and mutually beneficial relationships based on respect and transparency with local Indigenous communities.

ON BEHALF OF THE BOARD OF DIRECTORS

Rick Mark
President and CEO
Harvest Gold Corporation

For more information please contact:

Rick Mark or Jan Urata
@ 604.737.2303 or info@harvestgoldcorp.com

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

Forward Looking Information

This news release includes certain statements that may be deemed "forward looking statements". All statements in this news release, other than statements of historical facts, that address events or developments that Harvest Gold expects to occur, are forward looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates","projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur.

Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward looking statements include market prices, exploitation and exploration successes, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any applicable securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) or persons in the United States unless registered under the U.S. Securities Act and any other applicable securities laws of the United States or an exemption from such registration requirements is available.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within any jurisdiction, including the United States. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.