Alma Gold Closes Private Placement and Announces Debt Settlement

Alma Gold Inc. (CSE: ALMA) ("Alma Gold" or the "Company") announced that further to its June 21, 2024 news release, it has closed the non-brokered private placement and issued 6,100,000 units ("Units") at a price of $0.05 per Unit for gross proceeds to the Company of $305,000 (the "Private Placement"). Each Unit is comprised of one common share (each a "Share") and one transferable common share purchase warrant (each a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional Share at a price of $0.08 for a period of three (3) years from issuance.

Proceeds received from the Private Placement will be used for general working capital purposes and to settle certain debts of the Company.

No finder's fees were paid on the Private Placement. All securities issued are subject to a statutory hold period of four months and one day from issuance which will expire on November 4, 2024.

The Company also announces that it has entered into debt settlement agreements (the "Settlement Agreements") to settle outstanding debts owed to creditors totaling $154,537.90 which includes outstanding fees owed to directors and contractors working for Alma Gold (the "Debt Settlement"). Pursuant to the Settlement Agreements, the Company has agreed to issue an aggregate of 1,545,379 Common shares at a deemed price of $0.10 per Common share to settle the debts. Alma Gold anticipates closing the Debt Settlement on or about July 12, 2024.

Securities issued pursuant to the Settlement Agreements will have a statutory hold period of four months and one day in accordance with applicable securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities 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 state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Alma Gold Inc.

Alma Gold Inc. is a gold-focused exploration company based in Bedford, Nova Scotia. Alma Gold Inc. through its subsidiary Karita Gold Corp. is exploring the Karita West Project and Dialakoro Project (in application process) in Guinea and owns the Clarence Stream North Gold Project in southwest New Brunswick, Canada.

For more information on Alma Gold Inc., please visit our website at: https://almagoldinc.com.

On Behalf of the Board of Directors

"Gregory Isenor"

Gregory Isenor
President & Chief Executive Officer
Alma Gold Inc.
Email: gpisenor@karitagold.com

The CSE has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information is characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, and opportunities to differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, changes in the state of equity and debt markets, fluctuations in commodity prices, delays in obtaining required regulatory or governmental approvals, and includes those risks set out in the Corporation's management's discussion and analysis as filed under the Corporation's profile at www.sedar.com. Forward-looking information in this news release is based on the opinions and assumptions of management considered reasonable as of the date hereof, including that all necessary governmental and regulatory approvals will be received as and when expected. Although the Corporation believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information. The Corporation disclaims any intention or obligation to update or revise any forward-looking information, other than as required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/215592