Harvest Gold Announces Non-Brokered Private Placement

(TheNewswire)

NOT FOR DISTRIBUTION OR DISSEMINATION TO THE UNITED STATES

Vancouver, British Columbia TheNewswire - July 3, 2025 ‑ Harvest Gold Corporation (TSXV: HVG) (" Harvest Gold " or the " Company ") announces that, subject to the approval of the TSX Venture Exchange (the " Exchange "), it is proceeding with a non-brokered private placement to raise aggregate gross proceeds of approximately $2,200,000 (the " Offering "). Under the Offering, the Company will raise up to approximately $800,000 through the issuance and sale of units of the Company (the " Units ") at a price of $0.075 per Unit, and up to approximately $1,400,000 through the issuance and sale of charity flow-through units (the " CFT Units ") at a price of $0.105 per CFT Unit.

Each CFT Unit is comprised of one common share of the Company (each, a " Common Share ") and one common share purchase warrant of the Company (a " Warrant "), each of which qualifies as a "flow-through share" (within the meaning of subsection 66(15) of the Income Tax Act (Canada) and 359.1 of the Taxation Act (Québec)). Each Unit consists of one Common Share and one Warrant. Each Warrant entitles the holder thereof to acquire one Common Share (each, a " Warrant Share ") at a price of $0.12 per Warrant Share for a period of two years following the closing date of the Offering.

The Company anticipates using the proceeds from the issue and sale of the Units for the 2025 drilling campaign, various exploration expenses and general working capital.

The gross proceeds raised from the CFT Units will be used by the Company to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" (as both terms are defined in the Income Tax Act (Canada)) (the " Qualifying Expenditures ") related to the Company's projects in Québec. The Company will renounce Qualifying Expenditures with an effective date of no later than December 31, 2025, in an amount of not less than the total amount of the gross proceeds raised from the issuance of the CFT Units, and incur such expenses by December 31, 2026.

All securities issued will be subject to a four-month hold period pursuant to securities laws in Canada and, where applicable, the Exchange Hold Period.  Finders' fees may be payable to qualified parties.

About Harvest Gold Corporation

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 the Gold Fields Windfall Deposit.

The Company's board of directors, management team and technical advisors have collective geological and financing experience exceeding 400 years.

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.

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