PART II AND III

As filed with the Securities and Exchange Commission on September 23, 2020. Offering Circular No. 024-11290

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 1-A/A
(Amendment No. 4)

REGULATION A OFFERING CIRCULAR
UNDER THE SECURITIES ACT OF 1933

_________________

CONTACT GOLD CORP.
(Exact name of Registrant as specified in its charter)

Nevada (State or jurisdiction of incorporation or organization)	1041 (Primary Standard Industrial Classification Code Number)	98-1369960 (I.R.S. Employee Identification No.)
400 Burrard St., Suite 1050, Vancouver, BC Canada V6C 3A6 (Address of principal executive offices)		(604) 449-3361 (Registrant's telephone number, including area code)
	Registered Agent Solutions, Inc. 4625 West Nevso Drive, Suite 2 Las Vegas, NV 89103 (888) 705-7274 (Name, address and telephone number of agent for service) _________________ Copy to: Kenneth G. Sam, Esq. Dorsey & Whitney LLP 1400 Wewatta Street, Suite 400 Denver, CO 80202 (303) 629-3445

Preliminary Offering Circular
September 23, 2020
Subject to Completion

An Offering Statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the "SEC" or the "Commission"). Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Offering Circular was filed.

Up to 67,500,000 units
consisting of
shares of common stock
warrants
shares of common stock issuable upon exercise of warrants

This offering circular (the "Offering Circular") relates to the public offering in the United States of 67,500,000 units (the "Units") of Contact Gold Corp. (collectively, as the context requires, with its subsidiaries, "Contact Gold," the "Company," "we," "our," or "us") at a public offering price of $0.20 per Unit (the "Unit Offering Price"), in a "Tier 2 Offering" under Regulation A of the Securities Act of 1933, as amended (the "Offering"). The number of Units to be sold in this Offering is 67,500,000 for aggregate gross proceeds of $13,500,000, excluding the Over-Allotment Option (as defined herein).  Unless otherwise noted herein, references to "$" are to Canadian dollars and references to "US$" are to United States dollars. This Offering is being made in Canadian dollars and you must tender the purchase price for Units in Canadian dollars.

Each Unit will consist of one share of common stock of the Company, par value US$0.001 per share (the "Common Stock" or "Shares" or "Contact Shares" and as part of the Unit, "a "Unit Share") and a purchase warrant to purchase one-half of one share of Common Stock (each whole share of Common Stock purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances, one share of Common Stock (a "Warrant Share") at an exercise price of $0.27, on or before 4:30 p.m. (Vancouver time) on the date that is 24 months from the Closing Date (as defined herein).  The Units will automatically separate into Unit Shares and Warrants at closing.

This Offering is being conducted by Cormark Securities Inc. (the "Lead Underwriter") together with its U.S. affiliate, Cormark Securities (USA) Limited, a registered broker-dealer and a member of the Financial Industry Regulatory Authority, Inc. ("FINRA") (each, an "Underwriter" and together with the Lead Underwriter, the "Underwriters"). The Lead Underwriter is not a U.S. registered broker-dealer or a member of FINRA and accordingly, will not, directly nor indirectly, solicit offers to purchase the Units in the United States. The Underwriters and other broker-dealers will receive compensation for sales of the securities offered hereby at a fixed commission rate consisting of: (i) a cash fee of 6% of the gross proceeds of the Offering (the "Cash Fee") and (ii) compensation warrants ("Broker Warrants"), exercisable at a price of $0.27 for a period of 24 months from the Closing Date to acquire the number of Contact Shares ("Broker Warrant Shares") equal to 6% of the Units sold during the Offering (including with respect of any exercise of the Over-Allotment Option (as defined below)), except in respect of sales to certain purchasers, including certain current shareholders of Contact Gold mutually agreed to between Contact Gold and the Underwriters (the "President's List") where 50% of the Cash Fee will be paid and 50% of the Broker Warrants will be issued in respect of any Units sold to purchasers on the President's List. It is anticipated that approximately 5,902,500 Units will be sold to persons on the President's List. See "Underwriting" in this Offering Circular.

None of the Units offered are being sold by present security holders of Contact Gold. Throughout this Offering Circular we refer to the public offering in the United States as the public offering.

In connection with the filing and qualification of the Offering Statement of Contact Gold on Form 1-A (the "Offering Statement") of which this Offering Circular is a part with the Commission, we will file a final prospectus supplement to our Canadian short form base shelf prospectus dated October 24, 2018 (the "Canadian Prospectus") with the securities regulatory authorities in each of the provinces and territories of Canada, other than Québec (the "Canadian Jurisdictions"), for the purposes of qualifying the Offering in Canada.

We expect to commence the sale of the Units as of the date on which the Offering Statement of which this Offering Circular is a part is declared qualified by the SEC.

Each subscription order is anticipated to settle on the third business day ("T+3") following the subscriber's payment of the purchase price (corresponding to a subscription accepted by the Company).  The purchase price must be tendered in Canadian dollars.

	Price to Public (1)	Underwriting Commissions (2)(4)	Broker Warrants(2)(4)	Proceeds, Before Expenses, To Company (3)(4)
Per Unit	$0.20	$0.012	0.06	$0.188
Total(4)	$13,500,000	$810,000	4,050,000	$12,690,000

⁽¹⁾The offering price was determined by arm's length negotiation between Contact Gold and the Underwriters with reference to, among other things, the prevailing market price of the Common Stock.

⁽²⁾This table depicts broker-dealer commissions of: (i) 6% of the gross proceeds of the Offering (including in respect of any exercise of the Over-Allotment Option (as defined below)) as the Cash Fee, other than with respect to sales to certain purchasers, including certain current shareholders, including persons on the President's List, on which 50% of the Cash Fee will be paid; and (ii) Broker Warrants equal to 6% of the Units sold during the Offering (including with respect of any exercise of the Over-Allotment Option), other than with respect to sales to certain purchasers on the President's List, where 50% of the Cash Fee will be paid and 50% of the Broker Warrants will be issued in respect of any Units sold to such purchasers. Please refer to the section entitled "Underwriting" beginning on page 132 of this Offering Circular for additional information regarding total Underwriter compensation. In addition, we have agreed to reimburse the Underwriters for their reasonable out-of-pocket expenses.

⁽³⁾Does not include estimated offering expenses including, without limitation, legal, accounting, auditing, escrow agent, transfer agent, other professional, printing, advertising, travel, marketing, blue-sky compliance and other expenses of this Offering. We estimate the total expenses of this Offering, excluding the Underwriters' commissions, will be approximately $581,000, which includes reimbursement of approximately $167,500 to the Underwriters,

⁽⁴⁾Assumes that no sales are made to persons on the President's List and excluding any exercise of the Over-Allotment Option.  It is anticipated that approximately 5,902,500 Units will be sold to persons on the President's List, which would reduce the Underwriters' Fee by $35,415 to $774,585 ($896,085 if the Over-Allotment Option (defined below) is exercised in full) and the Broker Warrants by 177,075 to 3,872,925 Broker Warrants (4,480,425 Broker Warrants if the Over-Allotment Option is exercised in full) and increase the Proceeds, Before Expenses, To Company by $35,415 to $12,725,415 ($14,628,915 if the Over-Allotment Option is exercised in full).

Contact Gold has granted the Underwriters an over-allotment option of 15% (the "Over-Allotment Option"), exercisable in whole or in part, in the sole discretion of the Underwriters, for a period of 30 days from and including the closing of the Offering, to purchase up to an additional 10,125,000 Units (the "Additional Units") and/or up to an additional 10,125,000 Unit Shares (the "Additional Unit Shares") and/or up to an additional 5,062,500 Warrants (the "Additional Warrants") to cover over-allotments, if any, and for market stabilization purposes. The Additional Units will automatically separate into Additional Unit Shares and Additional Warrants at closing of the Over-Allotment Option. The Over-Allotment Option may be exercisable by the Underwriters: (i) to acquire Additional Units at the Offering Price; and/or (ii) to acquire Additional Unit Shares at a price of $0.195 per Additional Unit Share, and/or (iii) to acquire Additional Warrants at a price of $0.01 per Additional Warrant, so long as the aggregate number of Additional Unit Shares and Additional Warrants which may be issued under the Over-Allotment Option does not exceed 10,125,000 Additional Unit Shares and 5,062,500 Additional Warrants. If the Over-Allotment Option is exercised in full solely for Additional Units, the total price for the Additional Units to the public will be $2,025,000, the total Underwriting Commission for the Additional Units will be $121,500, and the net proceeds to the Company, will be $1,903,500.

If the Over-Allotment Option is exercised in full solely for Additional Units, the total aggregate price to the public will be $15,525,000, the total aggregate Underwriters' Fee will be $931,500, and the net proceeds to the Corporation, before deducting the estimated expenses of the Offering, will be $14,593,500. A purchaser who acquires securities issuable on the exercise of the Over-Allotment Option, forming part of the Underwriters' over-allocation position, acquires such securities under this Offering Circular regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. The foregoing assumes that no sales will be made to persons on the President's List. See "Underwriting" and the table below:

Underwriters' Position	Number of Securities Available	Exercise Period	Exercise Price
Over-Allotment Option(1)(2)	10,125,000 Additional Units	Up to 30 days from and including the Closing Date	$0.20 per Additional Unit
	10,125,000 Additional Shares	Up to 30 days from and including the Closing Date	$0.195 per Additional Share
	5,062,500 Additional Warrants	Up to 30 days from and including the Closing Date	$0.01 per Additional Warrant
Broker Warrants(3)	607,500 Broker Warrants(4)	24 months from the Closing Date	$0.27 per Broker Warrant
(1)This Offering Circular qualifies the grant of the Over-Allotment Option and the distribution of the Additional Units, Additional Unit Shares and/or Additional Warrants, as applicable.
(2)All figures in the table above assume that no sales are being made to persons on the President's List.  It is anticipated that approximately 5,902,500 Units will be sold to persons on the President's List, which would reduce the Broker Warrants by 177,075 to 3,872,925 Broker Warrants (4,480,425 Broker Warrants if the Over-Allotment Option is exercised in full). (3)This Offering Circular qualifies the issuance of the Broker Warrants and Broker Warrant Shares issuable upon the exercise of Broker Warrants, as applicable, including in connection with the exercise of the Over-Allotment Option. (4)Assumes the exercise of the Over-Allotment Option in full for Units.

The Offering Statement of which this Offering Circular is a part qualifies Units, Unit Shares, Warrants, Warrant Shares, Additional Units, Additional Unit Shares, Additional Warrants, Additional Warrant Shares, Broker Warrants and Broker Warrant Shares under Regulation A of the Securities Act of 1933, as amended (the "Securities Act"), as follows:

Description of Security	$13.5m Offering(1)
Units(2)	67,500,000
Additional Units/ Additional Shares/ Additional Warrants(3)	10,125,000/ 10,125,000/ 5,062,500
Warrants/Warrant Shares(4)	33,750,000
Additional Warrant Shares(5)	5,062,500
Broker Warrants(6)	4,657,500
Broker Warrant Shares(6)	4,657,500

⁽¹⁾Based on the Offering of 67,500,000 Units for gross proceeds of $13,500,000.

⁽²⁾Each Unit consists of one Unit Share and one-half of one Warrant, which are qualified under this Offering Circular. 

⁽³⁾The Over-Allotment Option may be exercisable by the Underwriters: (i) to acquire Additional Units (each consisting of one Additional Unit Share and one-half of one Additional Warrant) at the Offering Price; and/or (ii) to acquire Additional Unit Shares at a price of $0.195 per Additional Unit Share, and/or (iii) to acquire Additional Warrants at a price of $0.01 per Additional Warrant, so long as the aggregate number of Additional Units does not exceed 15% of the number of Units issued in the Offering; the number of Additional Unit Shares does not exceed 15% of the number of Shares issued in the Offering; and/or the number of Additional Warrants does not exceed 15% of the number of Warrants issued in the Offering, as applicable.  The Additional Units, Additional Unit Shares and Additional Warrants, as applicable, are qualified under this Offering Circular.

⁽⁴⁾Each Warrant is exercisable to acquire one Warrant Share, which is qualified under this Offering Circular.

⁽⁵⁾Each Additional Warrant is exercisable to acquire one Additional Warrant Share, which is qualified under this Offering Circular.

⁽⁶⁾We will issue Broker Warrants equal to 6% (3% for President's List placements) of the Units (4,050,000) and Additional Units (607,500) sold in the Offering to the Underwriters.  Each Broker Warrant is exerciseable to acquire one Broker Warrant Share.  Assumes the exercise of the full Over-Allotment Option and no sales are made to persons on the President's List.  It is anticipated that approximately 5,902,500 Units will be sold to persons on the President's List, which would reduce the Broker Warrants by 177,075 to 3,872,925 Broker Warrants (4,480,425 Broker Warrants if the Over-Allotment Option is exercised in full). The  Broker Warrants and Broker Warrant Shares are qualified under this Offering Circular. 

In addition, Contact Gold and Waterton Nevada Splitter, LLC ("Waterton Nevada"), a limited liability company of which Waterton Precious Metals Fund II Cayman, LP ("Waterton") is the sole member, holds, directly or indirectly, approximately 32.16% of the issued and outstanding Common Stock and 100% of the issued preferred stock of Contact Gold ("Preferred Stock"), on August 6, 2020 entered into a binding letter agreement (the "Waterton Letter of Intent") pursuant to which the parties agreed that if a minimum of $10,000,000 is raised in this Offering: (a) Contact Gold would use a minimum of $5,000,000 of the proceeds of this Offering to redeem a portion of the Preferred Stock at the Redemption Amount (defined per share as Face Value of US$1.00 plus all accrued and unpaid cumulative dividends, approximately US$13.842 million as of September 22, 2020); (b) Waterton Nevada would purchase Common Stock at $0.195 per share (the estimated offering price of a Unit Share) in aggregate amount equal to the Redemption Amount for the remaining issued and outstanding Preferred Stock (the "Redemption Placement"), estimated to be US$10.085 million ($13.423 million) at September 22, 2020; and (c) Contact Gold would use the proceeds of the Redemption Placement to redeem all of the remaining issued and outstanding Preferred Stock. Under the terms of the Waterton Letter of Intent and assuming a $5,000,000 redemption, Contact Gold will issue approximately 68,836,411 Shares in the Redemption Placement and Waterton Nevada will beneficially own approximately 100,188,060 Shares or approximately 42.85% of Contact Gold's issued and outstanding Shares. See, "Description of Capital Stock - Preferred Stock" and "Waterton Letter of Intent." The Offering Statement of which this Offering Circular is a part does not qualify the distribution of the Common Stock issued under the Redemption Placement.

Contact Gold's Common Stock began trading on the TSX Venture Exchange ("TSXV") under the symbol "C" on June 15, 2017. Contact Gold's Common Stock began trading on the OTCQB Venture Market ("OTCQB") under the symbol "CGOL" on May 19, 2020. The closing price of the Common Stock on September 22, 2020 was $0.215 on the TSXV and US$0.1674 on the OTCQB. The TSXV has conditionally approved the listing of the Unit Shares, the Warrant Shares, and the Broker Shares.

Contact Gold has not made application to quote or list the Warrants, Additional Warrants, or Broker Warrants on any securities exchange. Accordingly, we do not anticipate that there will be a public market for the Warrants, Additional Warrants or Broker Warrants.

These securities are speculative and involve a high degree of risk. You should purchase Units only if you can afford the complete loss of your investment. See "Risk Factors" beginning on page 9, to read about the risks you should consider before buying Units.

We are an "emerging growth company" as that term is defined in Section 2(a)(19) of the Securities Act of 1933, as amended (the "Securities Act") and used in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and as such, we have elected to take advantage of certain reduced public company reporting requirements for this Offering Circular and future filings. See "Risk Factors" and "Offering Circular Summary - Implications of Being an "Emerging Growth Company." This Offering Circular follows the disclosure format of Part I of Form S-1 pursuant to the general instructions of Part II(a)(1)(ii) of Form 1-A.

No sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

An investment in the Units is subject to certain risks and should be made only by persons or entities able to bear the risk of and to withstand the total loss of their investment. Prospective investors should carefully consider and review the RISK FACTORS beginning on page 10.

THE COMMISSION, DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

Cormark Securities (USA) Limited

The date of this Offering Circular is __________, 2020.

TABLE OF CONTENTS

Page

OFFERING CIRCULAR SUMMARY	4
THE OFFERING	7
RISK FACTORS	10
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	29
DIVIDEND POLICY	30
USE OF PROCEEDS	30
DETERMINATION OF OFFERING PRICE	31
CAPITALIZATION	32
DILUTION	34
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	36
BUSINESS	60
DESCRIPTION OF MINERAL PROPERTY INTERESTS	65
DIRECTORS, OFFICERS AND CERTAIN SIGNIFICANT EMPLOYEES	104
EXECUTIVE COMPENSATION	111
PRINCIPAL SHAREHOLDERS	121
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	123
DESCRIPTION OF CAPITAL STOCK	125
MARKET PRICE OF OUR COMMON STOCK AND RELATED SHAREHOLDER MATTERS	130
UNDERWRITING	132
COMMON STOCK ELIGIBLE FOR FUTURE SALE	139
LEGAL MATTERS	147
EXPERTS	147
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	147
WHERE YOU CAN FIND MORE INFORMATION	147

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Industry and Market Data and Forecasts

The market data and certain other statistical information used throughout this Offering Circular are based on independent industry publications, government publications and other published independent sources. Although we believe these third-party sources are reliable as of their respective dates, neither we nor the Underwriters have independently verified the accuracy or completeness of this information. Some data is also based on our good faith estimates. The market data used in this Offering Circular involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Certain data is also based on our good faith estimates, which are derived from management's knowledge of the industry and independent sources. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, which could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors" in this Offering Circular.

The annual average exchange rates for Canadian dollars in terms of the United States dollar for each of the three years in the period ended December 31, 2019, as quoted by the Bank of Canada, were as follows:

	Year ended December 31
	2019		2018		2017
$	1.3269	$	1.2957	$	1.2986

On September 22, 2020, the daily rate for United States dollars in terms of the Canadian dollar, as quoted by the Bank of Canada, was US$1.00 = $1.3310.

Financial Information

The financial statements of the Company are presented in Canadian dollars and such financial statements are prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP"). Unless otherwise indicated, any other financial information included or incorporated by reference in this Offering Circular has been prepared in accordance with U.S. GAAP. Financial information filed on Contact Gold's System for Electronic Document Analysis and Retrieval ("SEDAR") profile and incorporated by reference in the Canadian Prospectus prior to the fiscal year ended December 31, 2019, has been prepared in accordance with International Financial Reporting Standards ("IFRS"). U.S. GAAP differs in certain material respects from IFRS. As a result, certain financial information included or incorporated by reference in this Offering Circular may not be comparable to financial information reported by the Company at www.sedar.com and incorporated by reference in the Canadian Prospectus. This Offering Circular does not include any explanation of the principal differences or any reconciliation between IFRS and U.S. GAAP.

Technical Information

Concurrent with the filing of the Offering Statement of which this Offering Circular is a part, we filed a short form preliminary prospectus supplement dated August 6, 2020, August 10, 2020, August 31, 2020 and September 22, 2020, and a short form final prospectus supplement dated September 23, 2020, to the Canadian short form base shelf prospectus dated October 24, 2018 with the securities regulatory authorities in the Canadian Jurisdictions for the purposes of qualifying the Offering in Canada.

Pony Creek is an early stage exploration property and does not contain any mineral resources as defined by Canadian National Instrument 43-101-Standards of Disclosure for Mineral Projects ("NI 43-101"). There has been insufficient exploration to define a mineral resource estimate at the Pony Creek property ("Pony Creek" or the "Pony Creek Project"). Additional information about Pony Creek is contained in this Offering Circular and in the Pony Creek Technical Report (as defined below), and can be viewed under Contact Gold's issuer profile on SEDAR at www.sedar.com.

The Green Springs Project is a past operating heap leach gold mine which is an early-stage exploration project ("Green Springs" or the "Green Springs Project"). Additional information about Green Springs is contained in this Offering Circular and in the Green Springs Technical Report (as defined below), and can be viewed under Contact Gold's issuer profile on SEDAR at www.sedar.com.

There are no other recent estimates or data available to Contact Gold as at the date of this Offering Circular and a detailed exploration program is required to be conducted by Contact Gold in order to verify or treat any historical estimates contained in this Offering Circular as a current mineral resource.

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Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates-The disclosure in this Offering Circular may use mineral resource classification terms that comply with reporting standards and securities laws in Canada, and mineral resource estimates that are made in accordance with NI 43-101, which differ from the requirements of United States securities laws.

The terms "mineral resource," "measured mineral resource," "indicated mineral resource" and "inferred mineral resource" are defined in and required to be disclosed by NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended; however, these terms are not defined terms under SEC Industry Guide 7 under the U.S. Securities Act, as currently in effect and as set forth by the SEC ("SEC Industry Guide 7"), and are normally not permitted to be used in reports and registration statements filed with the SEC. The CIM Standards differ significantly from standards in SEC Industry Guide 7 and Subpart 1300 of Regulation S-K for mining disclosures ("SubPart 1300 Standards"). Investors are cautioned not to assume that all or any part of a mineral deposit in these categories will ever be converted into reserves. "Inferred mineral resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian securities laws and regulations, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of "contained ounces" in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute "reserves" by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures. In addition, the terms "mineral reserve", "proven mineral reserve" and "probable mineral reserve" are Canadian mining terms as defined in accordance with NI 43-101 and the CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in Industry Guide 7 and SubPart 1300. Under SEC Industry Guide 7 standards, as currently in effect, a "final" or "bankable" feasibility study is required to report reserves; the three-year historical average price, to the extent possible, is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority. Consequently, information regarding mineralization contained in this Offering Circular is not comparable to similar information that would generally be disclosed by U.S. companies in accordance with the rules of the SEC, as currently in effect.

Pony Creek Technical Report Summary-The scientific and technical data about Pony Creek contained in this Offering Circular, is supported by and, has been reproduced from a technical report prepared in accordance with NI 43-101, entitled "NI 43-101 Technical Report, Pony Creek Gold Project, Elko County, Nevada, United States of America" dated October 22, 2018 (effective date: October 16, 2018) (the "Pony Creek Technical Report"). The Pony Creek Technical Report was prepared for Contact Gold, by Vance Spalding, C.P.G., Vice President of Exploration of Contact Gold, who is a "qualified person" under NI 43-101, and can be viewed under Contact Gold's issuer profile on SEDAR at www.sedar.com. The disclosure in this Offering Circular derived from the Pony Creek Technical Report has been prepared with the consent of Mr. Spalding.

Green Springs Technical Report Summary-The scientific and technical data about Green Springs contained in this Offering Circular, is supported by and, has been reproduced from a technical report prepared in accordance with NI 43-101, entitled Technical Report for the Green Spring Project, White Pine County Nevada, United States of America" dated effective June 12, 2020 (the "Green Springs Technical Report" and together with the Pony Creek Technical Report, the "Technical Reports"). The Green Springs Technical Report was prepared for Contact Gold, by John J. Read, C.P.G., who is a "qualified person" under NI 43-101 and can be viewed under Contact Gold's issuer profile on SEDAR at www.sedar.com. The disclosure in this Offering Circular derived from the Green Springs Technical Report has been prepared with the consent of Mr. Read.

The Technical Reports are subject to certain assumptions, qualifications and procedures described therein. Reference should be made to the full text of the Technical Reports, which has been filed with the applicable Canadian securities regulatory authorities pursuant to NI 43-101 and is available for review under Contact Gold's issuer profile on SEDAR at www.sedar.com. The Technical Reports are not and shall not be deemed to be incorporated by reference in this Offering Circular.

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Additional Information

You should rely only on the information contained in this Offering Circular. Information filed on Contact Gold's SEDAR profile at www.sedar.com is available for informational purposes and does not constitute part of this Offering Circular. We have not authorized anyone to provide you with additional information or information different from that contained in this Offering Circular filed with the SEC. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, the Shares only in jurisdictions where offers and sales are permitted. The information contained in this Offering Circular is accurate only as of the date of this document, regardless of the time of delivery of this Offering Circular or any sale of the Units. Our business, financial condition, results of operations, and prospects may have changed since the date hereof.

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OFFERING CIRCULAR SUMMARY

This summary highlights information contained elsewhere in this Offering Circular and does not contain all of the information that may be important to you. You should read this entire Offering Circular carefully, including the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical financial statements and related notes included elsewhere in this Offering Circular. In this Offering Circular, unless otherwise noted, the terms "the Company," "we," "us," and "our" refer to Contact Gold Corp. The information presented in this Offering Circular assumes (i) an public offering price of $0.20 per Unit and (ii) unless otherwise indicated, that the Underwriters do not exercise the Over-Allotment Option to purchase Additional Units, Additional Unit Shares or Additional Warrants.

Except for the statements of historical fact contained herein, the information presented in this Offering Circular constitutes "forward-looking statements" within the meaning of Canadian and United States securities and other laws, Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "aims", "anticipates", "will", "projects", or "believes" or variations (including negative variations) of such words and phrases, or statements that certain actions, events, results or conditions "may", "could", "would", "might" or "will" be taken, occur or be achieved. By their very nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company's control.

Forward looking statements are based on the opinions and estimates of management as of the date such statements are made and are based on various assumptions such as future business and property integrations remaining successful; the ability of the Company to continue to undertake exploration and other activities at its mineral properties during the Covid-19 coronavirus outbreak; the ability of the Company to manage Covid-19 cases at its mineral properties and maintain normal activity levels at its properties despite any such cases; that the other current or potential future effects of the Covid-19 pandemic on the Company's business, operations, and financial position, including restrictions on the movement of persons, restrictions on business activities, restrictions on the transport of goods, trade restrictions, increases in the cost of necessary inputs, reductions in the availability of necessary inputs and productivity and operational constraints, will not impact its planned exploration activities at its mineral properties; securities markets, spot and forward prices of gold, silver, base metals and certain other commodities, currency markets (such as the $ to US$ exchange rate); no materially adverse changes in national and local government, legislation, taxation, controls, regulations and political or economic developments; that various risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins and flooding) will not materialize; the ability to complete planned exploration programs; the ability to continue raising the necessary capital to finance operations; the ability to obtain adequate insurance to cover risks and hazards on favourable terms; that changes to laws and regulations will not impose greater or adverse restrictions on mineral exploration or mining activities; the continued stability of employee relations; relationships with local communities and indigenous populations; that costs associated with mining inputs and labour will not materially increase; that mineral exploration and development activities (including obtaining necessary licenses, permits and approvals from government authorities) will be successful; no disruptions due to a U.S. Government shutdown; the continued validity and ownership of title to properties; the completion and the nature of the transactions contemplated by the Waterton Letter of Intent; the satisfaction of the conditions to the completion of the transactions contemplated by the Waterton Letter of Intent, including the receipt in a timely manner of regulatory and other required approvals and clearances; and the anticipated use of proceeds of this Offering.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the "Risk Factors" section and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section in this Offering Circular. See, "Cautionary Statement Regarding Forward-Looking Statements."

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Business Overview

Contact Gold (formerly Winwell Ventures Inc., "Winwell") was incorporated under the Yukon Business Corporations Act on May 26, 2000 and was continued under the Business Corporations Act (British Columbia) on June 14, 2006. On June 7, 2017, upon closing of the Transactions (as defined herein), the Company completed a legal continuance into the State of Nevada (the "Continuance") and changed its name to "Contact Gold Corp." Contact Gold is domiciled in Canada and maintains a head office in Vancouver, British Columbia, Canada. Contact Gold's Common Stock began trading on the TSXV under the symbol "C" on June 15, 2017. Contact Gold's Common Stock began trading on the OTCQB under the symbol "CGOL" on May 19, 2020. Contact Gold's authorized share capital is 500,000,000 shares, par value US$0.001.

For further information about Contact Gold, see the section entitled "Business".

Organizational Structure

Contact Gold has two wholly-owned subsidiaries as set forth below:

⁽¹⁾ Clover Nevada II LLC ("Clover Nevada"), established under the laws of Nevada, is the only material subsidiary of Contact Gold and holds the Contact Properties.

Mineral Properties

The Company's land holdings are on the Carlin, Independence, Cortez, and Northern Nevada Rift gold trends in Nevada. The Company's current properties include the Pony Creek, and the past-producing Green Springs Project, as well as a portfolio of prospective properties (together, the "Contact Properties"). As at the date hereof, the Contact Properties, including the Cobb Creek property, comprise in aggregate, approximately 140 km² of unpatented mining claims and mineral tenure.

The Company is focused on advancing both the recently acquired Green Springs Project, and the Pony Creek Project.

Green Springs Project

The Green Springs Project is located near the southern end of the Cortez Trend of Carlin-type gold deposits in White Pine County, Nevada approximately 360 km east of the capital city of Carson City and approximately 100 km southwest of the White Pine County seat at Ely, Nevada. The Green Springs Project comprises 220 unpatented mining claims covering approximately 16.4 km² in parts of Sections 13-16, 21-24, 26-28, 33 & 34 of T 15 N, R 57 E and Sections 3 & 4 of T 14 N, R 57 E. The property boundaries are irregular but are situated within a rectangular area with UTM coordinates in Zone 11N, NAD27.

See under heading "Description of Mineral Property Interests" in this Offering Circular, for a discussion of the Green Springs Project.

Pony Creek Project

The Pony Creek Project is located in Elko County, Nevada and comprises 1,032 unpatented mining claims covering approximately 82 km² in the southern part of the Piñon Range in Elko County, Nevada. The property is centered at approximately 40°21′10″N, 115°58′20″W, in the southern portion of the Carlin gold trend approximately 27 km south of the presently producing Emigrant gold mine operated by Nevada Gold Mines LLC ("NGM LLC") and 11 kilometers ("km") south of Gold Standard Ventures Corp.'s Pinion and Dark Star gold deposits (see Figure 1 in this Offering Circular under the heading "Description of Property"). From south to north, the claims occupy portions of T28N, R53E and R54E; T29N, R53E and R54E; and T30N, R53E, Mount Diablo Base and Meridian.

See under heading "Description of Mineral Property Interests" in this Offering Circular, for a discussion of the Pony Creek Project.

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Implications of Being an "Emerging Growth Company"

As an issuer with less than US$1.07 billion in total annual gross revenues during our last fiscal year, we qualify as an "emerging growth company" under the JOBS Act. An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company we:

•are not required to obtain an auditor attestation on our internal control over financial reporting pursuant to the Sarbanes- Oxley Act of 2002;

•are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as "compensation discussion and analysis");

•are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the "say-on-pay," "say-on-frequency" or "say-on-golden-parachute" votes);

•are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

•may present only two years of audited financial statements and only two years of related Management's Discussion & Analysis of Financial Condition and Results of Operations ("MD&A"); and

•are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act.

We may take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

Certain of these reduced reporting requirements and exemptions are also available to us due to the fact that we may also qualify as a "smaller reporting company" under the SEC's rules. For instance, smaller reporting companies are not required to obtain an auditor attestation on our assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

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THE OFFERING

Issuer:	Contact Gold Corp.
Issue:	Units, comprised of one share of Common Stock and one-half Warrant.
Offering Price:	$0.20
Number of Units:	67,500,000
Amount:	$13,500,000
Common Stock outstanding after this Offering:	164,974,914 Shares (1) (2)(3)(4)
Over-allotment option	Contact Gold has granted the Underwriters an option, exercisable at the Offering price for a period of 30 days from and including the closing of the Offering, to purchase up to 10,125,000 Additional Units, 10,125,000  Additional Unit Shares, and/or 5,062,500 Additional Warrants, as applicable, for market stabilization purposes and to cover over-allotments, if any.
Waterton Letter of Intent:	Pursuant to the Waterton Letter of Intent, if a minimum of $10,000,000 is raised in this Offering: (a) Contact Gold would use a minimum of $5,000,000 of the proceeds of this Offering to redeem a portion of the Preferred Stock at the Redemption Amount of $1.35 per share of Preferred Stock; (b) Waterton Nevada would purchase Common Stock at $0.195 per share (the estimated offering price of a Unit Share) to redeem the remaining issued and outstanding Preferred Stock at the Redemption Amount, estimated to be US$10.085 million ($13.423 million) at September 22, 2020 (the "Redemption Placement"); and (c) Contact Gold would use the proceeds of the Redemption Placement to redeem all of the remaining issued and outstanding Preferred Stock. Assuming at least $10,000,000 is raised in this Offering, Contact Gold would issue approximately 68,836,411 Shares in the Redemption Placement. See, "Description of Capital Stock - Preferred Stock" and "Waterton Letter of Intent."

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Use of Proceeds: (1)	We expect to receive approximately $12,109,000 of net proceeds after deducting underwriting commissions and estimated Offering expenses payable by us.
	We currently intend to use up to $5,400,000 of the net proceeds from this Offering to fund exploration and development activities at the Green Springs Project, exploration and development activities at the Pony Creek Project, exploration at other projects held by Contact Gold, and for general working capital purposes.
	We currently intend to use $5,000,000 of the proceeds of this Offering to redeem a portion of the Preferred Stock at the Redemption Amount under the terms of the Waterton Letter of Intent. If the Over-Allotment Option is exercised in full, we would expect to receive approximately an additional $2,025,000 of net proceeds (assuming purchase of Additional Units), $1,903,500 after deducting underwriting discounts. We currently intend to use the proceeds from the exercise of Over-Allotment Option, if any, for general working capital purposes. See, "Use of Proceeds."
Dividend Policy:	Our ability to pay dividends depends on both our achievement of positive cash flow and the discretion of the board of directors of Contact Gold (the "Board") in declaring dividends. Other than Preferred Stock dividends, we do not intend to pay dividends at the current time (see "Description of Capital Stock - Preferred Stock").
President's List:	The Underwriters have reserved for sale at the public offering price up to 10,000,000 of the Units being offered by this Offering Circular for sale to the President's List. We anticipate that approximately 5,902,500 Units will be sold to persons on the President's List, which will reduce the number of Units available to the general public. Please read "Underwriting."
Listed and Trading:	Contact Gold's Common Stock is listed on the TSXV under the symbol "C" and on the OTCQB under the symbols "CGOL".
Transfer Agent and Registrar:	Computershare Investor Services Inc. is our transfer agent and registrar with its principal office at 3rd Floor - 510 Burrard St. Vancouver, BC, Canada V6C 3B9.
Risk Factors:	You should carefully read and consider the information set forth under the heading "Risk Factors" and all other information set forth in this Offering Circular before deciding to invest in our Units.
Tax Considerations:	Please read "Material U.S. Federal Income Tax Considerations For U.S. Holders and Non-U.S. Holders."
Underwriter's Commission:	A Cash Fee equal to 6% of the gross proceeds of the Offering and Broker Warrants exercisable at a price of $0.27 for a period of 24 months from the Closing Date to acquire the number of Contact Shares equal to 6% of the Units sold during the Offering, excluding sales to President's List investors, which 50% of the Cash Fee will be paid and 50% of the Broker Warrants will be issued in respect of any Units sold to such President's List purchasers.
No sale may be made to you in this Offering if the aggregate purchase price you pay is more than (i) 10% of the greater of your annual income or net worth (if you are a natural person) or (ii) 10% of the greater of your revenue or net assets (if you are not a natural person), unless you are an "accredited investor" (as defined in Rule 501(a) of Regulation D under the Securities Act). Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov. Each investor will be required to complete, execute and deliver a Subscription Agreement to purchase Units in this Offering, except accredited investors (satisfying one or more of the criteria set forth in Rule 501(a) of Regulation D under the Securities Act) that have a pre-existing relationship with the Underwriter (or a selling group member). See, "Underwriting." (1) As of September 22, 2020, does not include up to 8,420,000 Shares issuable upon exercise of stock options to purchase Shares ("Options") granted under the Contact Gold Omnibus Stock and Incentive Plan. The weighted average exercise price of Options awarded as September 22, 2020 is $0.33. Does not include 239,220 restricted share units ("RSUs") and 1,150,925 deferred share units ("DSUs") issued as of the date of this Offering Circular. Each RSU vests annually in thirds, vested RSUs are exercisable into Shares at the discretion of the holder prior to December 31, 2023. DSUs are held by directors and are exercisable upon cessation of his or her role as such. Does not include 12,360,000 Warrants, each of which is exercisable for one Share at a price of $0.15, subject to certain accelerated exercise provisions. There were 12,500,000 Warrants issued in three tranches and with expiry dates of April 23, 2022, May 5, 2022, and May 22, 2022.  140,000 of those Warrants were exercised on August 17, 2020.

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⁽²⁾ Does not include Shares issuable upon conversion of the currently outstanding Contact Gold preferred stock ("Preferred Stock"). As of September 22, 2020, Contact Gold had 11,111,111 shares of Preferred Stock issued and outstanding, which Preferred Stock is convertible at the election of the holder at any time, into Shares (subject to a cap such that at any time following any conversion, Waterton Nevada and its affiliates shall not hold more than 49% of the aggregate issued and outstanding Common Stock). The number of Shares to be issued pursuant to such conversion right shall be equal to the sum of the face value of the Preferred Stock together with any accrued and unpaid cumulative dividends thereon to the conversion date divided by the conversion price of the Preferred Stock on the conversion date, such price being subject to adjustment from time to time. The conversion price of the Preferred Stock is $1.35 (approximately US$1.014 based on the Bank of Canada daily exchange rate on September 22, 2020), and if fully converted (based on an aggregate face value of US$13.842 million, including accrued and unpaid cumulative dividends) would convert into 13,646,740 Shares. The conversion of the Preferred Stock from time to time, at the election of the holder, will result in dilution to other existing holders of Common Stock. See, "Description of Capital Stock - Preferred Stock" and "Waterton Letter of Intent."

⁽³⁾ In connection with the Offering, Contact Gold is required to offer certain shareholders the right to acquire Units ("Purchase Rights") under the terms of the Waterton Governance and Investor Rights Agreement and Goldcorp Investor Rights Agreement (each as defined herein). See "Contractual Obligations" in the MD&A. The holders of Purchase Rights have elected not to participate in this Offering.

⁽⁴⁾ This figure excludes Shares sold pursuant to the Redemption Placement under the terms of the Waterton Letter of Intent, 68,836,411 Shares assuming a $5,000,000 redemption.

⁽⁵⁾ It is anticipated that approximately 5,902,500 Units will be sold to persons on the President's List, which would reduce the Underwriters' Fee by $35,415 to $774,585 ($896,085 if the Over-Allotment Option is exercised in full) and increase net proceeds, before expenses, to $11,423,415 ($13,448,415 if the Over-Allotment Option is exercised in full).

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RISK FACTORS

Investing in our Common Stock involves a high degree of risk. Prospective investors should carefully consider the risks described below, together with all of the other information included or referred to in this Offering Circular, before purchasing Units. The risks set out below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us might also impair our operations and performance. If any of these risks actually occurs, our business, financial condition or results of operations may be materially adversely affected. In such case, the trading price of our Common Stock, could decline and investors in our Common Stock could lose all or part of their investment.

Risks Related to our Company

Disruption caused by the Covid-19 Virus

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including Canada and the United States ("Covid-19). On January 30, 2020, the World Health Organization declared the outbreak of Covid-19 a "Public Health Emergency of International Concern." The outbreak of Covid-19 has resulted in a widespread health crisis that has adversely affected economies and financial markets worldwide. To date, the Covid-19 outbreak has not had a material impact on the Company's business. However, Contact Gold's business and development activities may be materially adversely affected by the continuing disruption caused by the Covid-19 outbreak, including as a result of supply chain delays and disruptions, governmental regulation and prevention measures, labour shortages and shutdowns. If there is an outbreak of Covid-19 cases at the Company's mineral properties or amongst the Company's employees or contractors, the Company may be required, or may voluntarily, close, curtail or otherwise limit its exploration and other business activities, which would impact the Company's business plans and timelines and could have an adverse impact on, among other things, the Company's relationship with suppliers, employees and contractors. Additionally, Covid-19 has disrupted the capital markets world-wide and commodity prices, including gold prices. Contact Gold may be unable to complete a capital raising transaction (including this Offering) if continued concerns relating to Covid-19 cause significant market disruptions, restrict travel, limit the ability to have meetings with potential investors or the market for the Common Stock does not stabilize in a timely manner. At this time, the Company cannot accurately predict the impact that Covid-19 may have on its exploration activities, business operations or financial results. The extent to which Covid-19 impacts the Company's business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of Covid-19 and the actions to contain Covid-19 or treat its impact, among others. If the disruptions posed by Covid-19 or other matters of global concern continue for an extensive period of time, the Company's business may be materially adversely affected. See "Risk Factors - Market Price of Securities" below.

No History of Operations

Contact Gold is an exploration company and has no history of operations, mining or refining mineral products. Contact Gold is subject to many risks common to such enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. There is no assurance that Contact Gold will be successful in achieving a return on an investment for investors in the Common Stock and Contact Gold's likelihood of success must be considered in light of its early stage of operations.

There can be no assurance that the Contact Properties or any other property will be successfully placed into production, produce minerals in commercial quantities or otherwise generate operating earnings. Advancing projects from the exploration stage into development and commercial production requires significant capital and time and will be subject to the successful completion of further technical studies, permitting requirements and the construction of mines, processing plants, roads and related works and infrastructure. Contact Gold will continue to incur losses until mining-related operations successfully reach commercial production levels and generate sufficient revenue to fund continuing operations.

No Operating Revenues and History of Losses

Contact Gold has no operating revenues or earnings and a history of losses, and no operating revenues are anticipated until one of Contact Gold's projects comes into production, which may or may not occur. During each of the fiscal year ended December 31, 2019, and the six-month period ended June 30, 2020, the Company had negative cash flow from operating activities. As at December 31, 2019, the Company had working capital deficit of approximately $0.06 million (December 31, 2018 working capital of approximately $0.74 million) and as at June 30, 2020 had a working capital of approximately $0.26 million. As such, there is no certainty that Contact Gold will generate revenue from any source, operate profitably or provide a return on investment in the future. Contact Gold will continue to experience losses unless and until it can successfully develop and begin profitable commercial production at one of its mining properties. There can be no assurance that Contact Gold will be able to do so.

Additional Capital Requirements and Financing Risks

Contact Gold plans to focus on exploring for minerals and will use its working capital to carry out such exploration. Contact Gold has no source of operating cash flow and no assurance that acceptable additional funding will be available to it for the further exploration and development of its projects. The Company has incurred net losses in the past and may incur losses in the future and will continue to incur losses until and unless it can derive sufficient revenues from its mineral projects. These conditions, including other factors described herein, creates a material uncertainty regarding the Company's ability to continue as a going concern.

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It is likely that the development and exploration of Contact Gold's Properties will require substantial additional financing. Further exploration and development of the Contact Properties and/or other properties acquired by Contact Gold may be dependent upon its ability to obtain acceptable financing through equity or debt, and there can be no assurance that it will be able to obtain adequate financing in the future or that the terms of such financing will be acceptable. Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration and development of Contact Gold's projects and Contact Gold may become unable to carry out its business objectives.

Reliance on a Limited Number of Properties

The only material property interest of Contact Gold is its interest in the Pony Creek Project located in Nevada. As a result, unless Contact Gold acquires additional property interests, any adverse developments affecting this property would have a material adverse effect upon Contact Gold and would materially and adversely affect the potential mineral resource production, profitability, financial performance and results of operations of Contact Gold. While Contact Gold may seek to acquire additional mineral properties in accordance with its business objectives, there can be no assurance that Contact Gold will be able to identify suitable additional mineral properties or, if it does identify suitable properties, that it will have sufficient financial resources to acquire such properties or that such properties will be available on terms acceptable to Contact Gold or at all and that Contact Gold will be able to successfully develop such properties and bring such properties into commercial production.

No History of Mineral Production

There is no history of mineral production on the Contact Properties. The Contact Properties are a high risk, speculative venture, and, until recently, only a minimal amount of exploration and sampling has been conducted by Contact Gold. There is no certainty that the expenditures proposed to be made by Contact Gold towards the search for and evaluation of gold or other minerals with regard to the Contact Properties or otherwise will result in discoveries of commercial quantities of gold or other minerals. Until recently, all of the drilling on the Contact Properties was completed by historical operators from 1981 through 2017.

Furthermore, there is no assurance that commercial quantities of minerals will be discovered at any properties acquired in the future by Contact Gold, nor is there any assurance that any future exploration programs of Contact Gold on the Contact Properties or any other properties will yield any positive results. Even where commercial quantities of minerals are discovered, there can be no assurance that any property of Contact Gold will ever be brought to a stage where mineral resources can be identified and mineral reserves can be profitably produced. Factors which may limit the ability of Contact Gold to produce mineral reserves from its properties include, but are not limited to, the price of mineral resources, the availability of additional capital and financing and the nature of any mineral deposits.

Early Stage Development Company

Contact Gold is a junior exploration company focused primarily on the acquisition, exploration and development of mineral properties located in Nevada. Contact Gold's properties have no established mineral reserves due to the early stage of exploration at this time. Any reference to potential quantities and/or grade is conceptual in nature, as there has been insufficient exploration to define any mineral resource and it is uncertain if further exploration will result in the determination of any mineral resource. Quantities and/or grade described in this Offering Circular should not be interpreted as assurances of a potential resource or reserve, or of potential future mine life or of the profitability of future operations.

The exploration and development of mineral deposits involves a high degree of financial risk over a significant period of time. Few properties that are explored are ultimately developed into producing mines and there is no assurance that any of Contact Gold's projects can be mined profitably. Substantial expenditures are required to establish mineral resources and reserves through drilling, to develop metallurgical processes to extract the metal from the ore and in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. It is impossible to ensure that the current exploration and development programs of Contact Gold will result in profitable commercial mining operations. The profitability of Contact Gold's operations will be, in part, directly related to the cost and success of its exploration and development programs, which may be affected by a number of factors. Substantial expenditures are required to establish mineral resources and reserves that are sufficient to support commercial mining operations and to construct, complete and install mining and processing facilities on those properties that are actually developed.

No assurance can be given that any particular level of recovery of minerals will be realized or that any potential quantities and/or grade will ever qualify as a mineral resource or reserve, or that any such mineral resource or reserve will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically exploited.

Where expenditures on a property have not led to the discovery of mineral resources or reserves, incurred expenditures will generally not be recoverable.

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Exploration, Development and Operating Risks

Mining operations generally involve a high degree of risk. Contact Gold's operations are subject to all the hazards and risks normally encountered in the exploration, development and production of gold and other minerals, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other production facilities, damage to life or property, environmental damage and possible legal liability. The financing, exploration, development and mining of any of Contact Gold's properties is furthermore subject to a number of macroeconomic, legal and social factors, including commodity prices, laws and regulations, political conditions, currency fluctuations, the ability to hire and retain qualified people, the inability to obtain suitable and adequate machinery, equipment or labour and obtaining necessary services in the jurisdictions in which Contact Gold operates. Unfavourable changes to these and other factors have the potential to negatively affect Contact Gold's operations and business.

Major expenses may be required to locate and establish mineral reserves and resources, to develop metallurgical processes and to construct mining and processing facilities at a particular site. Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect Contact Gold's operations, financial condition and results of operations. It is impossible to ensure that the exploration or development programs planned by Contact Gold will result in a profitable commercial mining operation. Whether a gold or other precious or base metal or mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as the quantity and quality of mineralization and proximity to infrastructure; mineral prices, which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in Contact Gold not receiving an adequate return on invested capital.

There is no certainty that the expenditures to be made by Contact Gold towards the exploration and evaluation of gold or other minerals will result in discoveries or production of commercial quantities of gold or other minerals. In addition, once in production, mineral reserves are finite and there can be no assurance that Contact Gold will be able to locate additional reserves as its existing reserves are depleted.

U.S. Domestic Issuer

Contact Gold is incorporated under the laws of Nevada and as such is deemed to be a "U.S. domestic issuer" (as defined in Rule 902(e) of Regulation S under the Securities Act) for U.S. securities laws purposes which creates several burdensome obligations.

Contact Gold is currently subject to continuing disclosure obligations with the SEC to submit annual reports on Form 1-K, semi-annual reports on Form 1-SA and current reports on Form 1-U. Our Common Stock will not be registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to reporting obligations under Section 13 or Section 15(d) of the Exchange Act. Concurrent with the qualification of the Form 1-A, Contact Gold may voluntarily elect to register its class of Common Stock under Section 12(g) of the Exchange Act by filing a Form 8-A registration statement with the SEC. In the event that Contact Gold voluntarily elects to become registered and a reporting issuer with the SEC under the Exchange Act, Contact Gold will be subject to substantial continuous disclosure obligations including among other things, the filing of Form 10-Ks (annual reports), Form 10-Qs (quarterly reports), Form 8-Ks (current reports), Schedule 14A (proxy statements) and will be subject to applicable provisions under the Sarbanes-Oxley Act. In addition, directors, officers, and shareholders holding 10% or more of the issued and outstanding Common Stock will be subject to Section 16 reporting (Form 3, 4, and 5 filings) and the short-swing profit rules, and shareholders holding 5% or more of the issued and outstanding Common Stock will be subject to Schedule 13D/G beneficial ownership reporting obligations.

Contact Gold must prepare its financial statements in accordance with U.S. GAAP and the audit fees are typically higher due to the SEC compliance requirements. Further, Contact Gold is a Canadian reporting issuer and accordingly is also subject to the reporting and disclosure regime in Canada. All of the aforementioned requirements would significantly increase the regulatory and compliance costs of Contact Gold if Contact Gold were to become a U.S. reporting company. In addition, unless a U.S. domestic issuer is registered and reporting with the SEC, all securities issued by a U.S. domestic issuer in private placement transactions - including those that are issued outside of the United States - are "restricted securities" under Rule 144 under the Securities Act, must bear a U.S. restrictive legend and will be subject to a one (1) year hold period. The removal of the restrictive legend will also require a U.S. opinion letter to be delivered to the transfer agent. As a result, the ability for U.S. domestic issuers to raise capital is more difficult and would be expected to result in share issuances at higher discounts to the market price. Note that even if Contact Gold does become a reporting issuer under the Exchange Act or elects to submit its first and third quarter financial information on Form 1-U, all securities issued in a private placement transaction by a U.S. domestic issuer will still be subject to a six-month hold period.

Overall, the regulatory and compliance requirements and costs for U.S. domestic issuers is higher and more complex than those applicable to "foreign private issuers" and the ability to raise capital is more difficult, all of which could have a material adverse impact on Contact Gold's business and financial condition.

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Land Title and Royalty Risks

General

There are uncertainties as to title matters in the mining industry. Any defects in title could cause Contact Gold to lose rights in its mineral properties and jeopardize its business operations. Contact Gold's mineral property interests currently consist of unpatented mining claims located on lands administered by the United States' Department of Interior's Bureau of Land Management (the "BLM"), Nevada State Office to which Contact Gold only has possessory title. Because title to unpatented mining claims is subject to inherent uncertainties, it is difficult to determine conclusively the ownership of such claims. These uncertainties relate to such things as sufficiency of mineral discovery, proper location and posting and marking of boundaries, proper and timely payment of annual BLM claim maintenance fees, the existence and terms of royalties, and possible conflicts with other claims not determinable from descriptions of record.

The present status of Contact Gold's unpatented mining claims located on public lands allows Contact Gold the right to mine and remove valuable minerals, such as precious and base metals, from the claims conditioned upon applicable environmental reviews and permitting programs. Contact Gold is also allowed to use the surface of the land solely for purposes related to mining and processing the mineral-bearing ores. However, legal ownership of the land remains with the United States. Contact Gold remains at risk that the mining claims may be forfeited either to the United States or to rival private claimants due to failure to comply with statutory requirements. Prior to 1993, a mining claim locator who was able to prove the discovery of valuable, locatable minerals on a mining claim, and to meet all other applicable federal and state requirements and procedures pertaining to the location and maintenance of federal unpatented mining claims, had the right to prosecute a patent application to secure fee title to the mining claim from the federal government. The right to pursue a patent, however, has been subject to a moratorium since October 1993, through federal legislation restricting the BLM from accepting any new mineral patent applications. If Contact Gold does not obtain fee title to its unpatented mining claims, there can be no assurance that it will be able to obtain compensation in connection with the forfeiture of such claims.

Pending Federal Legislation that may affect the Company's Operations

In recent years, members of the United States Congress have repeatedly introduced bills which would supplant or alter the provisions of the General Mining Act of 1872, a United States federal law that authorizes and governs prospecting and mining for economic minerals, such as gold, platinum, and silver, on federal public lands. Such bills have proposed, among other things, to either eliminate the right to a mineral patent, impose a federal royalty on production from unpatented mining claims, render certain federal lands unavailable for the location of unpatented mining claims, afford greater public involvement in the mine permitting process, provide for citizen suits, and impose new and stringent environmental operating standards and mined land reclamation requirements in addition to those already in effect. Such proposed legislation could change the cost of holding unpatented mining claims and could significantly impact Contact Gold's ability to develop mineralized material on unpatented mining claims. Currently, all of Contact Gold's mining claims are on unpatented claims. Although Contact Gold cannot predict what legislative changes might occur, the enactment of these proposed bills could adversely affect the potential for development of its mining claims, the economics of any mines that it brings into operation on federal unpatented mining claims, and as a result, adversely affect Contact Gold's financial performance.

Title to Mineral Property Interests may be Challenged

There may be challenges to title to the mineral properties in which Contact Gold holds a material interest. If there are title defects with respect to any properties, Contact Gold might be required to compensate other persons or to reduce its interest in the affected property. Furthermore, in any such case, the investigation and resolution of these issues would divert Contact Gold management's time from ongoing exploration and development programs. Title insurance generally is not available for mining claims in the U.S. and Contact Gold's ability to ensure that it has obtained secure claim to individual mineral properties may be limited. The Contact Properties may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims and title may be affected by, among other things, undetected defects. In addition, Contact Gold may be unable to operate the properties as permitted or to enforce its rights with respect to its properties. The failure to comply with all applicable laws and regulations, including a failure to pay taxes or annual BLM claim maintenance fees may invalidate title to portions of the Contact Properties. Contact Gold may incur significant costs related to defending the title to its properties. A successful claim contesting title to a property may cause Contact Gold to compensate other persons, or to reduce its interest in the affected property or to lose our rights to explore and, if warranted, develop that property. This could result in Contact Gold not being compensated for its prior expenditures relating to the property. Also, in any such case, the investigation and resolution of title issues would divert management's time from ongoing exploration and, if warranted, development programs.

Mineral Properties may be Subject to Defects in Title

The ownership and validity or title of unpatented mining claims and concessions can at times be uncertain and may be contested. Contact Gold also may not have, or may not be able to obtain, all necessary surface rights to develop a property. Contact Gold has taken reasonable measures, in accordance with industry standards for properties at the same stage of exploration as that of Contact Gold, to ensure proper title to the Contact Properties. However, there is no guarantee that title to any of its properties will not be challenged or impugned.

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Interpretation of Royalty Agreements; Unfulfilled Contractual Obligations

Royalty interests in Contact Properties, and any other royalty interests in respect of the properties of Contact Gold which may come into existence, may be subject to uncertainties and complexities arising from the application of contract and property laws in the jurisdictions where the mining projects are located. Operators and other parties to the agreements governing the royalty interests in Clover Nevada, or other royalty interests, may interpret their interests in a manner adverse to Contact Gold, and Contact Gold could be forced to take legal action to enforce its rights. Challenges to the terms of the royalty interests in Clover Nevada or the existence of other royalties could have a material adverse effect on the business, results of operations, cash flows and financial condition of Contact Gold. Disputes could arise with respect to, among other things:

•the existence or geographic extent of the royalty interests;

•the methods for calculating royalties;

•third party claims to the same royalty interest or to the property on which a royalty interest exists, or the existence of additional royalties on the same property;

•various rights of the operator or third parties in or to a royalty interest;

•production and other thresholds and caps applicable to payments of royalty interests;

•the obligation of an operator to make payments on royalty interests;

•various defects or ambiguities in the agreement governing a royalty interest; and

•disputes over the interpretation of buy-back rights.

Natural Resource Properties are Largely Contractual in Nature

Parties to contracts do not always honour contractual terms and contracts themselves may be subject to interpretation or technical defects. Accordingly, there may be instances where Contact Gold would be forced to take legal action to enforce its contractual rights. Such litigation may be time consuming and costly and there is no guarantee of success. Any pending proceedings or actions or any decisions determined adversely to Contact Gold, may have a material and adverse effect on Contact Gold's results of operations, financial condition and the trading price of the Common Stock.

There may be unknown defects in the asset portfolio

Contact Gold acquired the majority of the claims that comprise the Contact Properties through its acquisition of Clover Nevada II LLC, who acquired the properties from Clover Nevada I LLC. Clover Nevada I LLC acquired the properties from a receiver in a bankruptcy process in 2015. The bankruptcy process purported to extinguish all claims and encumbrances against the Contact Properties. New claims and encumbrances were established by Clover Nevada I LLC in connection with the sale. There is a risk that claims and encumbrances that existed prior to the bankruptcy (including certain royalty interests, easements or encroachments) have not been fully extinguished by the bankruptcy and that such claims and encumbrances could have a material and adverse effect on Contact Gold's results of operations, financial condition and the trading price of the Common Stock.

Control of the Company

As at the date hereof, Contact Gold's major shareholders are: (i) Waterton Nevada, owning approximately 32.16% of the issued and outstanding Shares; (ii) Goldcorp USA, Inc. ("Goldcorp"), owning approximately 7.69% of the issued and outstanding Shares; and (iii) Ruffer LLP, owning approximately 10.77% of the issued and outstanding Shares. Waterton Nevada also owns 11,111,111 Preferred Stock with an aggregate face value of US$11,100,000 (together with any accrued and unpaid cumulative dividends thereon, approximately US$13.842 million as of September 22, 2020), which if fully converted would convert into 13,646,740 Shares (subject to a cap such that at any time following any conversion, Waterton Nevada and its affiliates shall not hold more than 49% of the aggregate issued and outstanding Common Stock).

As at the date of this Offering Circular, Waterton Nevada is Contact Gold's single largest shareholder and a control person for the purposes of Canadian securities law. As a result, Waterton Nevada has the ability to influence the outcome of matters submitted to the shareholders of Contact Gold for approval, which could include the election and removal of directors, amendments to Contact Gold's corporate governing documents and business combinations. In addition to its ability to influence matters submitted to Contact Gold's shareholders, Waterton has the right to nominate two directors to the Board, allowing Waterton the ability to participate in the oversight of Contact Gold's direction and business activities. For so long as Waterton retains the right to nominate members of the Board, it will retain the ability to participate and influence the oversight of Contact Gold's direction and business activities. Contact Gold's interests and those of Waterton and of Waterton Nevada may at times conflict, and this conflict might be resolved against Contact Gold's interests. The concentration of ownership in the hands of a single shareholder may discourage an unsolicited bid for the Common Stock and this may adversely impact the value and trading price of the Common Stock. In addition, sales of Shares by Waterton Nevada may adversely affect the trading price of the Shares.

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Under the terms of the Waterton Letter of Intent, if a minimum of $10,000,000 is raised in this Offering:

(a)Contact Gold would use a minimum of $5,000,000 of the proceeds of this Offering to redeem a portion of the Preferred Stock at the Redemption Amount (defined per share as Face Value of US$1.00 plus all accrued and unpaid cumulative dividends, approximately US$13.842 million as of September 22, 2020);

(b)Waterton Nevada would complete the Redemption Placement and purchase Shares at $0.195 per share (the estimated offering price of a Unit Share) in aggregate amount equal to the Redemption Amount for the remaining issued and outstanding Preferred Stock, estimated to be US$10.085 million ($13.423 million) at September 22, 2020; and

(c)Contact Gold would use the proceeds of the Redemption Placement to redeem all of the remaining issued and outstanding Preferred Stock.

Contact Gold will issue approximately 68,836,411 Shares in the Redemption Placement, after giving effect to a $5,000,000 redemption and Waterton Nevada would beneficially own approximately 100,188,060 Shares or approximately 42.85% of Contact Gold's issued and outstanding Shares and no Preferred Stock.

Investor Rights

Pursuant to the Governance and Investor Rights Agreement (as defined herein), dated June 7, 2017, as well as the rights associated with the Preferred Stock, Waterton has, in all cases subject to certain ownership thresholds: (i) the right to maintain its percentage interest in Contact Gold upon certain equity issuances undertaken by Contact Gold; (ii) director nomination and observer rights; and (iii) piggy-back and registration rights commencing in June 2019. Pursuant to the Goldcorp Investor Rights Agreement (as defined herein), dated June 7, 2017, Goldcorp has, in all cases subject to certain ownership thresholds: (i) the right to maintain its percentage interest in Contact Gold upon certain equity issuances by Contact Gold; and (ii) the right to require Contact Gold to form a technical committee and to nominate 25% of the members of the technical committee. See "Contractual Obligations" in the MD&A.

As a result of Waterton and Goldcorp's aggregate shareholdings in Contact Gold, to the extent that each of them similarly vote for or against matters that are submitted to shareholders for approval, such as significant corporate transactions or those involving a change of control, such votes will be determinative of the outcome, which may not be beneficial to the other shareholders of Contact Gold. In some cases, the interests of Waterton and/or Goldcorp may not be the same as those of each other, or the Contact Gold's other shareholders, and conflicts may arise from time to time that may be resolved in a manner detrimental to the Contact Gold's other shareholders.

Preferred Stock

Contact Gold currently has issued and outstanding 11,111,111 Preferred Stock with an aggregate face value of US$11,100,000, issued to Waterton Nevada. The Preferred Stock have a maturity date of June 7, 2022 ("Maturity Date"), accrue preferential cumulative cash dividends at a fixed rate per annum equal to 7.5% on a simple and not compounded basis. The Preferred Stock is non-voting. The Preferred Stock is convertible at the election of the holder at any time, into Common Stock (subject to a cap such that at any time following any conversion, Waterton Nevada and its affiliates shall not hold more than 49% of the aggregate issued and outstanding Common Stock). The number of shares of Common Stock to be issued pursuant to such conversion right shall be equal to the sum of the face value of the Preferred Stock together with any accrued and unpaid cumulative dividends thereon to the conversion date divided by the conversion price of the Preferred Stock on the conversion date, such price being subject to adjustment from time to time. The conversion price of the Preferred Stock is $1.35 (approximately US$1.014 based on the Bank of Canada daily exchange rate on September 22, 2020), and if fully converted (based on an aggregate face value of US$13.842 million, including accrued and unpaid cumulative dividends) would convert into 13,646,740 Shares.

Under the terms of the Waterton Letter of Intent, Contact Gold will redeem all of the issued and outstanding Preferred Shares.

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Currency Rate Risk

The Company may be subject to currency risks. Contact Gold's reporting currency is the United States dollar, which is exposed to fluctuations against other currencies. Contact Gold's primary operations are located in the United States. Should Contact Gold expand its operations into additional countries its expenditures and obligations may be incurred in foreign currencies. As such, Contact Gold's results of operations may become subject to foreign currency fluctuation risks and such fluctuations may adversely affect the financial position and operating results of Contact Gold. Contact Gold has not undertaken to mitigate transactional volatility in the United States dollar at this time. Contact Gold may, however, enter into foreign currency forward contracts in order to match or partially offset existing currency exposures.

Government Regulation

Contact Gold's exploration operations are subject to government legislation, policies and controls relating to prospecting, development, production, environmental protection, including plant and animal species, and more specifically including the greater sage-grouse, mining taxes and labour standards. In order for Contact Gold to carry out its activities, its various licences and permits must be obtained and kept current. There is no guarantee that the Company's licences and permits will be granted, or that once granted will be maintained and extended. In addition, the terms and conditions of such licences or permits could be changed and there can be no assurances that any application to renew any existing licences will be approved. There can be no assurance that all permits that Contact Gold requires will be obtainable on reasonable terms, or at all. Delays or a failure to obtain such permits, or a failure to comply with the terms of any such permits that Contact Gold has obtained, could have a material adverse impact on Contact Gold. Contact Gold may be required to contribute to the cost of providing the required infrastructure to facilitate the development of its properties and will also have to obtain and comply with permits and licences that may contain specific conditions concerning operating procedures, water use, waste disposal, spills, environmental studies, abandonment and restoration plans and financial assurances. There can be no assurance that Contact Gold will be able to comply with any such conditions and non-compliance with such conditions may result in the loss of certain of Contact Gold's permits and licenses on properties, which may have a material adverse effect on Contact Gold. Future taxation of mining operators, and the timing thereof, cannot be predicted with certainty so planning must be undertaken using present conditions and best estimates of any potential future changes. There is no certainty that such planning will be effective to mitigate adverse consequences of future taxation on Contact Gold.

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Global Financial Conditions

Recent global financial conditions have been characterized by increased volatility and access to public financing, particularly for junior mineral exploration companies, has been negatively impacted. These conditions, which include potential disruptions due to a U.S. Government shutdown, may affect Contact Gold's ability to obtain equity or debt financing in the future on terms favourable to Contact Gold or at all.

Market events and conditions, including the disruptions in the international credit markets and other financial systems, in China, Japan and Europe, along with political instability in the Middle East and Russia and falling currency prices expressed in United States dollars have resulted in commodity prices remaining volatile. These conditions have also caused a loss of confidence in global credit markets, excluding the United States, resulting in the collapse of, and government intervention in, major banks, financial institutions and insurers and creating a climate of greater volatility, tighter regulations, less liquidity, widening credit spreads, less price transparency, increased credit losses and tighter credit conditions. Notwithstanding various actions by governments, concerns about the general condition of the capital markets, financial instruments, banks and investment banks, insurers and other financial institutions caused the broader credit markets to be volatile and interest rates to remain at historical lows. These events are illustrative of the effect that events beyond the Company's control may have on commodity prices. Access to public financing has been negatively impacted by sovereign debt concerns in Europe and emerging markets, as well as concerns over global growth rates and conditions. If such conditions continue, Contact Gold's operations could be negatively impacted.

Global financial conditions could suddenly and rapidly destabilize in response to future events, as government authorities may have limited resources to respond to future crises. Future crises may be precipitated by any number of causes, including natural disasters, pandemics (including the COVID-19 pandemic), geopolitical instability, changes to energy prices or sovereign defaults.

Any sudden or rapid destabilization of global economic conditions could negatively impact Contact Gold's ability to obtain equity or debt financing or make other suitable financing arrangements. Increased levels of volatility and market turmoil can adversely impact the operations of Contact Gold and the value and the price of the Common Stock of the Company could be adversely affected

Commodity Markets

The price of Contact Gold's securities, its financial results, and its access to the capital required to finance its exploration activities may in the future be adversely affected by declines in the price of precious and base metals and, in particular, the price of gold. Precious metal prices fluctuate widely and are affected by numerous factors beyond Contact Gold's control such as the sale or purchase of precious metals by various dealers, central banks and financial institutions, interest rates, exchange rates, inflation or deflation, currency exchange fluctuation, global and regional supply and demand, production and consumption patterns, speculative activities, increased production due to improved mining and production methods, government regulations relating to prices, taxes, royalties, land tenure, land use and importing and exporting of minerals, environmental protection, and international political and economic trends, conditions and events. If these or other factors continue to adversely affect the price of gold, the market price of Contact Gold's securities may decline and Contact Gold's operations may be materially and adversely affected.

Market Fluctuation and Commercial Quantities

The market for minerals is influenced by many factors beyond Contact Gold's control, including without limitation the supply and demand for minerals, the sale or purchase of precious metals by various dealers, central banks and financial institutions, interest rates, exchange rates, inflation or deflation, currency exchange fluctuation, global and regional supply and demand, production and consumption patterns, speculative activities, increased production due to improved mining and production methods, government regulations relating to prices, taxes, royalties, land tenure, land use and importing and exporting of minerals, environmental protection, and international political and economic trends, conditions and events. In addition, the metals industry in general is intensely competitive and there is no assurance that, even if apparently commercial quantities and qualities of metals (such as gold) are discovered, a market will exist for their profitable sale. Commercial viability of precious and base metals and other mineral deposits may be affected by other factors that are beyond Contact Gold's control, including the particular attributes of the deposit such as its size, quantity and quality, the cost of mining and processing, proximity to infrastructure, the availability of transportation and sources of energy, financing, government legislation and regulations including those relating to prices, taxes, royalties, land tenure, land use, import and export restrictions, exchange controls, restrictions on production, and environmental protection. It is impossible to assess with certainty the impact of various factors that may affect commercial viability such that any adverse combination of such factors may result in Contact Gold not receiving an adequate return on invested capital or having its mineral projects be rendered uneconomic.

Estimates of Mineral Resource Risks

Mineral resource estimates will be based upon estimates made by Contact Gold's personnel and independent geologists. These estimates are inherently subject to uncertainty and are based on geological interpretations and inferences drawn from drilling results and sampling analyses and may require revision based on further exploration or development work. The estimation of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. As a result of the foregoing, there may be material differences between actual and estimated mineral reserves, which may impact the viability of Contact Gold's projects and have a material impact on Contact Gold.

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The grade of mineralization which may ultimately be mined may differ from that indicated by drilling results and such differences could be material. The quantity and resulting valuation of mineral reserves and mineral resources may also vary depending on, among other things, mineral prices (which may render mineral reserves and mineral resources uneconomic), cut-off grades applied and estimates of future operating costs (which may be inaccurate). Production can be affected by such factors as permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. Any material change in quantity of mineral resources, mineral reserves, grade, or stripping ratio may also affect the economic viability of any project undertaken by Contact Gold. In addition, there can be no assurance that mineral recoveries in small scale, and/or pilot laboratory tests will be duplicated in a larger scale test under on-site conditions or during production. To the extent that Contact Gold is unable to mine and produce as expected and estimated, Contact Gold's business may be materially and adversely affected.

There is no certainty that any of the mineral resources identified on any of Contact Gold's properties will be realized, that any mineral resources will ever be upgraded to mineral reserves, that any anticipated level of recovery of minerals will in fact be realized, or that an identified mineral reserve or mineral resource will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically exploited. Until a deposit is actually mined and processed, the quantity of mineral resources and mineral reserves and grades must be considered as estimates only, and investors are cautioned that Contact Gold may ultimately never realize production on any of its properties.

U.S. and Canadian Differences in Estimates of Mineralization

Contact Gold is a reporting issuer in Canada and its Canadian public filings are subject to Canadian disclosure standards, which differ from SEC disclosure requirements. The disclosure in this Offering Circular may use mineral resource classification terms that comply with reporting standards and securities laws in Canada, and mineral resource estimates that are made in accordance with NI 43-101, which differ from the requirements of United States securities laws.

Industry Guide 7 and NI 43-101 have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but embody different approaches and definitions. For example, the terms "mineral reserve," "proven mineral reserve," and "probable mineral reserve" are Canadian mining terms as defined in NI 43-101, and these definitions differ from the definitions in Industry Guide 7. The terms "mineral resource," "measured mineral resource," "indicated mineral resource" and "inferred mineral resource" are defined in and required to be disclosed in accordance with NI 43-101, but these terms are not defined terms under Industry Guide 7 and are normally not permitted to be used in reports and offering statements filed with the SEC.

"Inferred mineral resources" under NI 43-101 have a great amount of uncertainty as to the existence of such resources and their economic and legal feasibility. A significant amount of exploration must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category. By contrast, under Industry Guide 7 standards, a "final" or "bankable" feasibility study is typically required to report reserves or cash flow analysis to designate reserves. Further, under Industry Guide 7, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made.

In 2018, the SEC adopted amendments to the disclosure requirements for mining registrants. Under these new rules, SEC Industry Guide 7 will be rescinded and replaced with the disclosure standards under new Subpart 1300. SEC Industry Guide 7 currently remains in effect, subject to a transition period, after which Contact Gold will be required to comply with the new rules for fiscal years 2021 and after. Accordingly, future adjustment may also occur due to the differing standards under the new requirements.

In addition, Subpart 1300 will require experts that prepare mineralization disclosure to be a "qualified person" as defined in Subpart 1300 and to sign a consent to the use of the qualified person's name, or any quotation from, or summarization of, the technical report summary in the relevant registration statement or report, and to the filing of the technical report summary as an exhibit to the registration statement, offering statement or report. Compliance with Subpart 1300 may increase costs associated with mineralization disclosure.

Insurance and Uninsured Risks

Contact Gold's business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment, natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to Contact Gold's properties or the properties of others, delays in the ability to undertake exploration, monetary losses and possible legal liability.

Although Contact Gold may maintain insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all the potential risks associated with its operations. Contact Gold may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to Contact Gold or to other companies in the mining industry on acceptable terms. Contact Gold might also become subject to liability for pollution or other hazards which it may not be insured against or which Contact Gold may elect not to insure against because of premium costs or other reasons. Losses from these events may cause Contact Gold to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

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Health, Safety and Community Relations

Contact Gold's operations are subject to various health and safety laws and regulations that impose various duties on the Company in respect of its operations, relating to, among other things, worker safety and the surrounding communities. These laws and regulations also grant the relevant authorities broad powers to, among other things, close unsafe operations and order corrective action relating to health and safety matters. The costs associated with the compliance with such health and safety laws and regulations may be substantial and any amendments to such laws and regulations, or more stringent implementation thereof, could cause additional expenditure or impose restrictions on, or suspensions of, Contact Gold's operations. Contact Gold expects to make significant expenditures to comply with the extensive laws and regulations governing the protection of the environment, waste disposal, worker safety, mine development and protection of endangered and other special status species, and, to the extent reasonably practicable, to create social and economic benefit in the surrounding communities near Contact Gold's mineral properties, but there can be no guarantee that these expenditures will ensure Contact Gold's compliance with applicable laws and regulations and any non-compliance may have a material and adverse effect on Contact Gold.

Environmental Risks and Hazards

The mining and mineral processing industries are subject to extensive governmental regulations for the protection of the environment, including regulations relating to air and water quality, mine reclamation, solid and hazardous waste handling and disposal and the promotion of occupational health and safety, which may adversely affect Contact Gold or require it to expend significant funds in order to comply with such regulations. There is also a risk that environmental and other laws and regulations may become more onerous, making it more costly for Contact Gold to remain in compliance with such laws and regulations, which could result in the incurrence of additional costs and operational delays or the failure of Contact Gold's business.

All phases of Contact Gold's operations in Nevada will be subject to extensive federal and state environmental regulation, including:

•Comprehensive Environmental, Response, Compensation, and Liability Act ("CERCLA");

•The Federal Resource Conservation and Recovery Act ("RCRA");

•The Clean Air Act ("CAA");

•The National Environmental Policy Act ("NEPA");

•The Clean Water Act ("CWA");

•The Safe Drinking Water Act ("SDWA"); and

•The Endangered Species Act ("ESA").

These environmental regulations require Contact Gold to obtain various operating approvals and licenses and also impose standards and controls relating to exploration, development and production activities. Nevada state statutes and regulations also establish reclamation and financial assurance requirements for mining operations and require that mining projects in Nevada obtain a reclamation permit. Mining projects are required to prepare a reclamation plan and provide financial assurance to ensure that the reclamation plan is implemented upon completion of operations. Compliance with federal and state regulations could result in delays in beginning or expanding operations, incurring additional costs for cleanup of hazardous substances, payment of penalties for discharge of pollutants, and post-mining reclamation and bonding, all of which could have an adverse impact on Contact Gold's financial performance and results of operations.

There is no assurance that future changes in environmental regulation, if any, will not adversely affect Contact Gold's operations. Environmental hazards may exist on the properties on which Contact Gold holds interests which are unknown to Contact Gold at present and which have been caused by previous or existing owners or operators of the properties, and which may result in the payment of fines and clean-up costs by Contact Gold and may adversely affect Contact Gold's operations.

Contact Gold cannot give any assurances that breaches of environmental laws (whether inadvertent or not) or environmental pollution will not materially and adversely affect its financial condition. There is no assurance that any future changes to environmental regulation, if any, will not adversely affect Contact Gold.

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Our activities are subject to environmental laws and regulations that may increase our costs of doing business and restrict our operations.

All phases of our operations are subject to environmental regulation in the jurisdictions in which we operate, certain of which regulations are set forth below. Environmental legislation is evolving in a manner which may result in stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. These laws address emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species and reclamation of lands disturbed by mining operations. The costs associated with compliance with such laws and regulations are substantial. Compliance with environmental laws and regulations and future changes in these laws and regulations may require significant capital outlays and may cause material changes or delays in our operations and future activities. It is possible that future laws, regulations, or more restrictive interpretations of current laws and regulations by governmental authorities could have a significant adverse impact on our properties or some portion of our business, causing us to re-evaluate those activities at that time.

U.S. Federal Laws: CERCLA, and comparable state statutes, impose strict, joint and several liabilities on current and former owners and operators of sites and on persons who disposed of or arranged for the disposal of hazardous substances found at such sites. It is not uncommon for the government to file claims requiring cleanup actions, for reimbursement for government-incurred cleanup costs, or for natural resource damages, or for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the environment. RCRA, and comparable state statutes, govern the disposal of solid waste and hazardous waste and authorize the imposition of substantial fines and penalties for noncompliance, as well as requirements for corrective actions. CERCLA, RCRA and comparable state statutes can impose liability for clean-up of sites and disposal of substances found on exploration, mining and processing sites long after activities on such sites have been completed.

CAA, as amended, restricts the emission of air pollutants from many sources, including mining and processing activities. Our mining operations may produce air emissions, including fugitive dust and other air pollutants from stationary equipment, storage facilities and the use of mobile sources such as trucks and heavy construction equipment, which are subject to review, monitoring and/or control requirements under the CAA and state air quality laws. New facilities may be required to obtain permits before work can begin, and existing facilities may be required to incur capital costs in order to remain in compliance. In addition, permitting rules may impose limitations on our production levels or result in additional capital expenditures in order to comply with the rules.

NEPA requires federal agencies to integrate environmental considerations into their decision-making processes by evaluating the environmental impacts of their proposed actions, including issuances of permits to mining facilities, and assessing alternatives to those actions. If a proposed action could significantly affect the environment, the agency must prepare a detailed statement known as an EIS. The United States Environmental Protection Agency ("EPA"), other federal agencies, and any interested third parties will review and comment on the scoping of the Environmental Impact Statement ("EIS") and the adequacy of and findings set forth in the draft and final EIS. This process can cause delays in the issuance of required permits or result in changes to a project to mitigate its potential environmental impacts, which can in turn impact the economic feasibility of a proposed project.

CWA, and comparable state statutes, impose restrictions and controls on the discharge of pollutants into waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The CWA regulates storm water from mining facilities and requires a storm water discharge permit for certain activities. Such a permit requires the regulated facility to monitor and sample storm water run-off from its operations. The CWA and regulations implemented thereunder also prohibit discharges of dredged and fill materials in wetlands and other waters of the United States unless authorized by an appropriately issued permit. The CWA and comparable state statutes provide for civil, criminal and administrative penalties for unauthorized discharges of pollutants and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release.

SDWA and the Underground Injection Control ("UIC") program promulgated thereunder, regulate the drilling and operation of subsurface injection wells. The EPA directly administers the UIC program in some states and in others the responsibility for the program has been delegated to the state. The program requires that a permit be obtained before drilling a disposal or injection well. Violation of these regulations and/or contamination of groundwater by mining related activities may result in fines, penalties, and remediation costs, among other sanctions and liabilities under the SDWA and state laws. In addition, third party claims may be filed by landowners and other parties claiming damages for alternative water supplies, property damages, and bodily injury.

Nevada Laws: At the state level, mining operations in Nevada are also regulated by the Nevada Department of Conservation and Natural Resources, Division of Environmental Protection. Nevada state law requires mine operators to hold Nevada Water Pollution Control Permits, which dictate operating controls and closure and post-closure requirements directed at protecting surface and ground water.

Other Nevada regulations govern operating and design standards for the construction and operation of any source of air contamination and landfill operations. Any changes to these laws and regulations could have an adverse impact on our financial performance and results of operations by, for example, requiring changes to operating constraints, technical criteria, fees or surety requirements.

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The Proposed CERCLA § 108(b) Hardrock Mining Financial Assurance Rules may adversely affect our business.

The EPA has proposed new rules requiring demonstration of financial responsibility which are applicable to facilities used for hard rock mining assurance. Although the rules are not final and have not been implemented, they could require us to obtain additional financial guarantees beyond our current reclamation requirements for our Pony Creek Project and our other projects if placed into production. The rule requires subject facilities to calculate their level of financial responsibility based on a formula included in the rule, secure an instrument or otherwise self-assure for the calculated amount, demonstrate to the EPA the proof of the security, and maintain the security until the EPA releases facilities from the CERCLA 108(b) regulations. With only a draft rule at this time, the final impacts of this rule to us are unknown; however, an obligation to secure and maintain financial assurance across all of our facilities could have a material adverse impact to our business. If a final rule is implemented, there can be no assurances that the financial assurance products required by the rule will be available or that we will be able to obtain such financial assurances on commercially reasonable terms, or at all.

Competitive Industry Environment

The mining industry is highly competitive in all of its phases, both domestically and internationally. Contact Gold's ability to acquire properties and develop mineral resources and reserves in the future will depend not only on its ability to develop its present properties, but also on its ability to select and acquire suitable producing properties or prospects for mineral exploration, of which there is a limited supply. Contact Gold may be at a competitive disadvantage in acquiring additional mining properties because it must compete with other individuals and companies, many of which have greater financial resources, operational experience and technical capabilities than Contact Gold. Contact Gold may also encounter competition from other mining companies in its efforts to hire experienced mining professionals. Competition could adversely affect Contact Gold's ability to attract necessary funding or acquire suitable producing properties or prospects for mineral exploration in the future. Competition for services and equipment could result in delays if such services or equipment cannot be obtained in a timely manner due to inadequate availability, and could also cause scheduling difficulties and cost increases due to the need to coordinate the availability of services or equipment. Any of the foregoing effects of competition could materially increase project development, exploration or construction costs, result in project delays and generally and adversely affect Contact Gold and its business and prospects.

Market Price of the Securities

The Offering Price has been agreed between the Company and the Underwriters based on a number of factors, including market conditions in effect at the time the Offering Price was determined and may not be indicative of the price at which the Common Stock will trade following the completion of the Offering. The market price of the Common Stock could be subject to significant fluctuations due to various factors and events, including any regulatory or economic changes affecting the Company's operations, variations in the Company's operating results, developments in the Company's business or its competitors, or changes in market sentiment towards the Common Stock. Investors should be aware that the value of the Common Stock may be volatile and investors may, on disposing of the Common Stock, realize less than their original investment or may lose their entire investment.

The Company's operating results and prospects from time to time may be below the expectations of market analysts and investors. In addition, stock markets from time to time suffer significant price and volume fluctuations that affect the market price of the securities listed thereon and which may be unrelated to the Company's operating performance. These factors include macroeconomic developments and political environments in North America and globally and market perceptions of the attractiveness of particular industries. As at the date hereof, there remains a significant amount of uncertainty and economic disruption caused by Covid-19 that has increased market and share price volatility and had a catastrophic impact on access to capital and liquidity. Any of these events could result in a decline in the market price of the Common Stock. The Common Stock may, therefore, not be suitable as a short-term investment. In addition, the market price of the Common Stock may not reflect the underlying value of the Company's net assets. The price at which the Common Stock will be traded and the price at which investors may realize their shares will be influenced by a large number of factors, some specific to the Company and its proposed operations, and some which may affect the business sectors in which the Company operate, including the pervasive and ongoing impact of Covid-19. Such factors could also include the performance of the Company's operations, variations in operating results, announcements by the Company (i.e. disappointing results of exploratory drilling, the incurrence of environmental liabilities or other material developments), announcements of material developments by the Company's competitors, involvement in litigation, large purchases or sales of the Common Stock, liquidity or the absence of liquidity in the Common Stock, limited trading volume, the prices of gold and other precious metals, legislative or regulatory changes relating to the business of the Company, the Company's ability to raise additional funds, other material events and general financial market and economic conditions. In the event that the occurrence of any of these events causes the price of the Common Stock to decrease, investors may be forced to sell their shares at a loss.

Strategic Partnerships and Joint Venture Agreements

Contact Gold may in the future enter into partnerships, option agreements and/or joint ventures as a means of acquiring additional property interests or to fully exploit the exploration and production potential of its assets. The failure of any partner to meet its obligations to Contact Gold or other third parties, or any disputes with respect to third parties' respective rights and obligations, could have a material adverse effect on Contact Gold's rights under such agreements. Contact Gold may also be unable to exert direct influence over strategic decisions made in respect of properties that are subject to the terms of these agreements, which may have a materially adverse impact on the strategic value of the underlying mineral claims. Furthermore, in the event Contact Gold is unable to meet its obligations or share of costs incurred under agreements to which it is a party, the Company may have its property interests subject to such agreements reduced as a result or face the termination of such agreements.

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Acquisitions and Integration

From time to time, it can be expected that Contact Gold will examine opportunities to acquire additional exploration and/or mining assets and businesses. Any acquisition that Contact Gold may choose to complete may be of a significant size, will require significant attention by Contact Gold's management, may change the scale of Contact Gold's business and operations, and may expose Contact Gold to new geographic, political, operating, financial and geological risks. Contact Gold's success in its acquisition activities depends upon its ability to identify suitable acquisition candidates, negotiate acceptable terms for any such acquisition, and integrate the acquired operations successfully with those of Contact Gold. Any acquisitions would be accompanied by risks. In the event that Contact Gold chooses to raise debt capital to finance any such acquisitions, Contact Gold's leverage will be increased. If Contact Gold chooses to use equity as consideration for such acquisitions, existing shareholders may suffer dilution. Alternatively, Contact Gold may choose to finance any such acquisitions with its existing resources, which would result in the depletion of such resources. There can be no assurance that Contact Gold would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions, that Contact Gold would be able to successfully integrate the acquired business into Contact Gold's pre-existing business or that any such acquisition would not have a material and adverse effect on Contact Gold.

Dilution

With the net proceeds from this Offering, Contact Gold believes that it is adequately financed to carry out its exploration and development plans in the near term. However, financing the development of a mining operation through to production, should feasibility studies show it is recommended, would be expensive and Contact Gold would require additional capital to fund development and exploration programs and potential acquisitions. Contact Gold cannot predict the size of future issuances of Common Stock or the issuance of debt instruments or other securities convertible into Common Stock in connection with any such financing. Likewise, Contact Gold cannot predict the effect, if any, that future issuances and sales of Contact Gold's securities will have on the market price of its Common Stock. If Contact Gold raises additional funds by issuing additional equity securities, such financing may substantially dilute the interests of existing shareholders. Sales of a substantial number of shares of Common Stock, or the availability of such Common Stock for sale, could adversely affect prevailing market prices for Contact Gold's securities and a securityholder's interest in Contact Gold.  See, "Dilution."

Future Sales of the Common Stock by Major Shareholder

Sales of a large number of shares of Common Stock in the public markets, or the potential for such sales, could decrease the trading price of the Common Stock and could impair Contact Gold's ability to raise capital through sales of Common Stock. In particular, as at the date hereof, Waterton Nevada owns, directly or indirectly, approximately 32.2% of the issued and outstanding shares of Common Stock. Subject to the terms of the Governance and Investor Rights Agreement, Waterton Nevada was subject to a lock up, which expired on June 7, 2019, and if Waterton Nevada decides to liquidate all or a significant portion of its position, it could adversely affect the price of our Common Stock.

Climate Change and Climate Change Regulations

Climate change could have an adverse impact on Contact Gold's operations. The potential physical impacts of climate change on the operations of Contact Gold are highly uncertain, and would be particular to the geographic circumstances in areas in which it operates. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These changes in climate could have an impact on the cost of development or production on Contact Gold's mines and adversely affect the financial performance of its operations.

Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on the business of Contact Gold. A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to climate and its potential impacts. Legislation and increased regulation regarding climate change could impose significant costs on Contact Gold, its venture partners and its suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Any adopted climate change regulations could also negatively impact Contact Gold's ability to compete with companies situated in areas not subject to such regulations. Given the emotion, political significance and uncertainty around the impact of climate change and how it should be dealt with, Contact Gold cannot predict how legislation and regulation will affect its financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by Contact Gold or other companies in the natural resources industry could harm the reputation of Contact Gold.

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Risk of Litigation

Contact Gold may become involved in disputes with other parties in the future which may result in litigation. The results of litigation cannot be predicted with certainty. If Contact Gold is unable to resolve these disputes favourably, it may have a material adverse impact on the ability of Contact Gold to carry out its business plan.

Reliance on Key Personnel

Contact Gold's development will depend on the efforts of key management and other key personnel. Loss of any of these people, particularly to competitors, could have a material adverse effect on Contact Gold's business. Further, with respect to the future development of Contact Gold's projects, it may become necessary to attract both international and local personnel for such development. The marketplace for key skilled personnel is becoming more competitive, which means the cost of hiring, training and retaining such personnel may increase. Factors outside Contact Gold's control, including competition for human capital and the high level of technical expertise and experience required to execute this development, will affect Contact Gold's ability to employ the specific personnel required. Due to the relatively small size of Contact Gold, the failure to retain or attract a sufficient number of key skilled personnel could have a material adverse effect on Contact Gold's business, results of future operations and financial condition. Moreover, Contact Gold does not intend to take out 'key person' insurance in respect of any directors, officers or other employees.

Influence of Third Party Stakeholders

Some of the lands in which Contact Gold holds an interest, or the exploration equipment and roads or other means of access which Contact Gold intends to utilize in carrying out its work programs or general business mandates, may be subject to interests or claims by third party individuals, groups or companies. In the event that such third parties assert any claims, Contact Gold work programs may be delayed even if such claims are not meritorious. Such delays may result in significant financial loss and loss of opportunity for Contact Gold.

Internal Controls

Internal controls over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. A control system, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation. Though Contact Gold intends to put into place a system of internal controls appropriate for its size, and reflective of its level of operations, there are limited internal controls currently in place. Contact Gold has a very limited history of operations and has not made any assessment as to the effectiveness of its internal controls. If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of its internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of the Common Stock could be negatively affected. We also could become subject to investigations by the stock exchange on which the securities are listed, the Commission, or other regulatory authorities, which could require additional financial and management resources.

Dividend Policy

No dividends on the Common Stock has been paid by Contact Gold to date. Other than holders of Preferred Stock, investors in Contact Gold's securities cannot expect to receive a dividend on their investment in the foreseeable future, if at all. Accordingly, it is unlikely that investors will receive any return on their investment in Contact Gold's securities (other than Preferred Stock) other than through possible Share price appreciation. On completion of the Transactions, the Company issued Preferred Stock to Waterton Nevada, which shares, in priority to the rights of holders of Common Stock or other classes of stock of Contact Gold, shall be entitled to receive and Contact Gold shall pay thereon, as and when declared by the Board out of the assets of Contact Gold properly applicable to the payment of dividends, preferential cumulative cash dividends at a fixed rate per annum equal to 7.5%, on a simple and not compounded basis. Moreover, for so long as Waterton Nevada has the right to appoint one or more nominees to the Board, Contact Gold shall not declare or pay any cash dividend or distribution on Common Stock unless such dividend or distribution has been approved by the nominees of Waterton Nevada, in addition to approval by a majority of the Board.

Conflicts of Interest

Certain of the directors and officers of Contact Gold also serve as directors and/or officers of other companies involved in natural resource exploration and development and consequently there exists the possibility for such directors and officers to be in a position of conflict. Any decision made by any of such directors and officers involving Contact Gold must be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of Contact Gold and its shareholders. In addition, each of the directors is required to declare and refrain from voting on any matter in which such directors may have a conflict of interest in accordance with the procedures set forth in the Revised Statutes applicable to Nevada corporations, Title 7, Chapter 78 (the "Nevada Act") and other applicable Laws.

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Liquidity Risk

Liquidity risk arises through the excess of financial obligations due over available financial assets at any point in time. Contact Gold's objective in managing liquidity risk will be to maintain sufficient readily available cash reserves and credit in order to meet its liquidity requirements at any point in time. As Contact Gold does not currently have revenue, and is not expected to have revenue in the foreseeable future, Contact Gold will be reliant upon debt and equity financing to mitigate liquidity risk. The total cost and planned timing of acquisitions and/or other development or construction projects is not currently determinable and it is not currently known precisely when Contact Gold will require external financing in future periods. There is no guarantee that external financing will be available on commercially reasonable terms, or at all, and Contact Gold's inability to finance future development and acquisitions would have a material and adverse effect on Contact Gold and its business and prospects.

Risks Relating to our Common Stock

An active market in which investors can resell their Common Stock may not develop.

We cannot predict the extent to which an active market for our Common Stock will develop or be sustained after this Offering, or how the development of such a market might affect the market price of our Common Stock. The offering price of our Common Stock in this Offering has been agreed to between us and the Underwriters based on a number of factors, including market conditions in effect around the time of this Offering, and it may not be in any way indicative of the price at which our Common Stock will trade following the completion of this Offering. Even if a trading market develops, investors may not be able to resell their Common Stock at or above the initial offering price. Investors are cautioned that if an active market for our Common Stock does not arise, investors may not be able to resell their Common Stock, or may be forced to do so at a loss.

Shareholders may experience immediate and substantial dilution as a result of this Offering.

You will incur immediate and substantial dilution as a result of this Offering. After giving effect to the sale by us of Units in this Offering at a public offering price of $0.20 per Unit, after deducting the underwriting discount and commissions and estimated offering expenses payable by us, investors in this Offering can expect no immediate dilution based on the closing price of the shares on the TSXV on September 22, 2020, and assumes that no Units are sold pursuant to the Over-Allotment Option or the Redemption Placement. See "Dilution."

In addition, under the Waterton Letter of Intent, we will complete the Redemption Placement, under which Waterton Nevada would purchase Common Stock at $0.195 per share (the estimated offering price of a Unit Share) in aggregate amount equal to the Redemption Amount for the remaining issued and outstanding Preferred Stock, estimated to be approximately 68,836,411 Shares. Assuming the closing of the Redemption Placement, investors in this Offering can expect adjusted appreciation of $0.02 per share, which figure is based on the closing price of the shares on the TSXV on September 22, 2020, the redemption of the Preferred Stock, the offering price of a Unit Share, and assumes that no Units are sold pursuant to the Purchase Rights or the Over-Allotment Option.  The holders of Purchase Rights have elected not to participate in this Offering.

We are offering 67,500,000 units in this Offering for gross proceeds of $13,500,000, which we anticipate will be sufficient to fund our capital requirements as set forth in the section entitled "Use of Proceeds."

We anticipate the net proceeds from this Offering will be sufficient to fund our capital requirements to fund our planned exploration and development programs.  We may be required to conduct one or more additional offerings to fund our future exploration and development programs.

Under the terms of the Waterton Letter of Intent, we intend to use $5,000,000 of proceeds from this Offering to redeem Preferred Stock and we will complete the Redemption Placement to redeem the remaining issued and outstanding Preferred Stock.

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We are an "emerging growth company," and cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Common Stock less attractive to investors.

We are an "emerging growth company," as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years: however, circumstances could cause us to lose that status earlier, including if the market value of our Common Stock held by non-affiliates exceeds $700 million, if we issue $1 billion or more in non-convertible debt during a three-year period, or if our annual gross revenues exceed $1.07 billion. Absent the foregoing circumstances, we would cease to be an emerging growth company on the last day of the fiscal year following the date of the fifth anniversary of our first sale of common equity securities under an effective registration statement (note that the offering of Common Stock pursuant to this Offering Circular will not result in the sale of securities under an effective registration statement). Finally, at any time we may choose to opt-out of the emerging growth company reporting requirements. If we choose to opt out, we will be unable to opt back in to being an emerging growth company. We cannot predict if investors will find our Common Stock less attractive because we may rely on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may be more volatile.

The market price of our Common Stock may be volatile.

The trading price of the stock and the price at which we may sell stock in the future are subject to fluctuations in response to any of the following:

•limited trading volume in the Common Stock;

•quarterly variations in operating results;

•involvement in litigation;

•general financial market conditions;

•the prices of gold and other precious metals;

•announcements by us of, for example, disappointing results of exploratory drilling, the incurrence of environmental liabilities or other material developments;

•announcements of material developments by our competitors;

•our ability to raise additional funds;

•changes in government regulations; and

•other material events.

In the event that the occurrence of any of these events causes the price of our Common Stock to decrease, investors may be forced to sell their Unit Shares at a loss.

We may issue Preferred Stock that could adversely affect holders of Common Stock.

The Board has the power, without shareholder approval and subject to the terms of our amended and restated certificate of incorporation, to set the terms of any shares of Preferred Stock that may be issued, including voting rights, dividend rights, conversion features, preferences over our Common Stock with respect to dividends or upon liquidation, dissolution, or winding up of the business. The Board previously authorized the issuance of 11,111,111 Preferred Stock carrying preferential rights to dividends, among other things. If we issue Preferred Stock again in the future that have a preference over Common Stock with respect to the payment of dividends or upon liquidation, dissolution or winding up, or if we issue Preferred Stock with voting rights that dilute the voting power of Common Stock, the rights of holders of Common Stock or the trading price of our Common Stock could be adversely affected.

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Currently outstanding and future issuances of Preferred Stock, which rank senior to our Common Stock for the purposes of dividends and liquidating distributions will, and any future issuances of debt securities, which would rank senior to our Common Stock upon our bankruptcy or liquidation may, adversely affect the level of return you may be able to achieve from an investment in our Common Stock.

Currently outstanding Preferred Stock have preference on bankruptcy over the Common Stock and holders of the Preferred Stock are entitled to receive from the assets of the Company in priority to the holders of Common Stock on a liquidation, dissolution, winding up or other distribution of assets of the Company. In the future, we may attempt to increase our capital resources by offering debt securities or additional Preferred Stock. Upon a potential bankruptcy or liquidation, holders of our debt securities or Preferred Stock, and lenders with respect to other borrowings we may make, may receive distributions of our available assets prior to any distributions being made to holders of our Common Stock. Because our decision to issue debt securities or Preferred Stock in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our Common Stock must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return they may be able to achieve from an investment in our Common Stock, upon bankruptcy or otherwise.

If our Common Stock become subject to the penny stock rules, it would become more difficult to trade our Common Stock.

The Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price per share of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, before effecting a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that, before effecting any such transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser's written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our Common Stock, and therefore shareholders may have difficulty selling their Common Stock.

FINRA sales practice requirements may limit a shareholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. The FINRA requirements may make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may have the effect of reducing the level of trading activity in our Common Stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a shareholder's ability to resell our Common Stock.

Our management has broad discretion as to the use of certain of the net proceeds from this Offering.

We currently intend to use up to $5,400,0000 of the net proceeds from this Offering to fund our 2020 exploration and development activities on existing mineral properties, including the Green Springs Project and the Pony Creek Project. In addition, under the Waterton Letter of Intent, we intend to use $5,000,000 of the proceeds of this Offering to redeem a portion of the Preferred Stock at the Redemption Amount.

However, we cannot specify with certainty the particular uses of such proceeds. Our management will have broad discretion in the application of the net proceeds designated to fund our capital expenditures on existing mineral properties, acquire additional acreage leaseholds, acquire additional producing properties and associated leaseholds, or for general corporate purposes, which are subject to change in the future, and which may change in response to the proceeds raised pursuant to the exercise of the Warrants, if any. Accordingly, you will have to rely upon the judgment of our management with respect to the use of these proceeds. Our management may spend a portion or all of the net proceeds from this Offering in ways that holders of our Common Stock may not desire or that may not yield a significant return or any return at all. The failure by our management to apply these funds effectively could harm our business. Pending their use, we may also invest the net proceeds from this Offering in a manner that does not produce income or that loses value. Please see "Use of Proceeds" below for more information.

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As an emerging growth company, our auditor is not required to attest to the effectiveness of our internal controls.

Our independent auditors are not required to attest to the effectiveness of our internal control over financial reporting while we are an emerging growth company. This means that the effectiveness of our financial operations may differ from our peer companies in that they may be required to obtain independent registered public accounting firm attestations as to the effectiveness of their internal controls over financial reporting while we are not. While our management will be required to attest to internal control over financial reporting and we will be required to detail changes to our internal controls on a quarterly basis, we cannot provide assurance that the independent registered public accounting firm's review process in assessing the effectiveness of our internal controls over financial reporting, if obtained, would not find one or more material weaknesses or significant deficiencies. Further, once we cease to be an emerging growth company we will be subject to independent registered public accounting firm attestation regarding the effectiveness of our internal controls over financial reporting unless our public float is less than US$75 million. Even if management finds such controls to be effective, our independent registered public accounting firm may decline to attest to the effectiveness of such internal controls and issue a qualified report.

We may elect to become a reporting issuer under the Exchange Act and, if we do, we believe that we will be considered a smaller reporting company and will be exempt from certain disclosure requirements, which could make our Common Stock less attractive to potential investors.

Rule 12b-2 of the Exchange Act defines a "smaller reporting company" as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

•had a public float of less than US$250 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or

•in the case of an initial registration statement under the Securities Act, or the Exchange Act, for shares of its common equity, had a public float of less than US$250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or

•in the case of an issuer whose public float as calculated under the foregoing paragraphs of this definition was zero or less than US$700 million, had annual revenues of less than US$100 million during the most recently completed fiscal year for which audited financial statements are available.

We believe that we are a smaller reporting company, and as such that we will not be required and may not include a Compensation Discussion and Analysis section in our proxy statements; we will provide only two years of financial statements; and we need not provide the table of selected financial data. We also will have other "scaled" disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies. These "scaled" disclosure requirements make our Common Stock less attractive to potential investors, which could make it more difficult for our shareholders to sell their Units.

We are taxed as a corporation for U.S. federal income tax purposes.

We will pay U.S. federal income tax on our taxable income at the corporate tax rate, which is currently a maximum of 21%, and will pay state and local income tax at varying rates, including the Nevada Net Proceeds Tax. Distributions will generally be taxed again as corporate dividends (to the extent of our current and accumulated earnings and profits), and no income, gains, losses, deductions, or credits will flow through to you. In addition, changes in current state law may subject us to additional entity-level taxation by individual states. Because of state budget deficits and other reasons, several states are evaluating ways to subject corporations to additional forms of taxation. We will be subject to a material amount of entity-level taxation, which will result in a material reduction in the anticipated cash flow and after-tax return to our shareholders.

A non-U.S. holder of our Common Stock, Warrants, or Warrant Shares will be treated as having income that is "effectively connected" with a United States trade or business upon the sale or disposition of our Common Stock, Warrants, or Warrant Shares unless (i) our Common Stock is regularly traded on an established securities market and (ii) the non-U.S. holder did not meet certain ownership thresholds during the applicable testing period.

A non-U.S. holder of our Common Stock, Warrants, or Warrant Shares generally will incur U.S. federal income tax on any gain realized upon a sale or other disposition of our Common Stock, Warrants or Warrant Shares to the extent our Common Stock constitutes a "United States real property interest" ("USRPI"), under the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"). A USRPI includes stock in a "United States real property holding corporation." We are, and expect to continue to be for the foreseeable future, a "United States real property holding corporation."

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Under FIRPTA, a non-U.S. holder is taxed on any gain realized upon a sale or other disposition of a USRPI as if such gain were "effectively connected" with a United States trade or business of the non-U.S. holder. A non-U.S. holder thus will be taxed on such a gain at the same graduated rates generally applicable to U.S. persons. In addition, a non-U.S. holder would have to file a U.S. federal income tax return reporting that gain. A non-U.S. holder that is a foreign corporation and not entitled to treaty relief or exemption also may be subject to the 30% branch profits tax on such gain.

However, if our Common Stock and Warrant Shares are regularly traded on an established securities market (the "Regularly Traded Exception"), then gains realized upon a sale or other disposition of our Common Stock or Warrant Shares will not be treated as gains from the sale of a USRPI, as long as the non-U.S. holder did not own: (i) more than 5% of our Common Stock and Warrant Shares at any time during the five-year period preceding the sale or other disposition or, if shorter, the non-U.S. holder's holding period for its Common Stock; (ii) Warrants with a fair market value on the date acquired by such holder greater than the fair market value on that date of 5% of our Common Stock and Warrant Shares; or (iii) aggregate equity securities of the Company with a fair market value on the date acquired in excess of 5% of the fair market value of the Common Stock and Warrant Shares on such date. Our Common Stock currently trades on the OTCQB. At this time, it is uncertain whether our Common Stock will continue to be considered as being regularly traded on an established securities market in the U.S. Accordingly, we can provide no assurances that the Common Stock, Warrants or Warrant Shares will meet the Regularly Traded Exception at the time a non-U.S. holder purchases such securities or sells, exchanges, or otherwise disposes of such securities. In the event that our Common Stock or Warrant Shares do not meet the Regularly Traded Exception, then gains recognized by a non-U.S. holder upon a sale or other disposition of our Common Stock or Warrant Shares will be subject to tax under FIRPTA unless an exemption applies. Since the Warrants are not expected to be listed on a securities market, the Warrants are unlikely to qualify for the Regularly Traded Exception. The foregoing summary is qualified in its entirety by the discussion contained herein under the heading "Material U.S. Federal Income Tax Considerations for U.S. Holders and Non-U.S. Holders."

Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.

Under Section 382 and related provisions of the Internal Revenue Code of 1986, as amended (the "Code"), if a corporation undergoes an "ownership change" (generally defined as a greater than 50% change (by value) in its equity ownership over a three year period), the corporation's ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income may be limited. We may, upon completion of this Offering, or in the future as a result of subsequent shifts in our stock ownership, experience, an "ownership change." Thus, our ability to utilize carryforwards of our net operating losses and other tax attributes to reduce future tax liabilities may be substantially restricted. At this time, we have not completed a study to assess whether an ownership change under Section 382 of the Code may occur in the foreseeable future, or whether there have been due to the costs and complexities associated with such a study. Therefore, we may not be able to take full advantage of these carryforwards for federal or state tax purposes.

The tax treatment of corporations or an investment in our Common Stock, Warrants or Warrants Shares could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis.

The present U.S. federal income tax treatment of corporations, including us, or an investment in our Common Stock, Warrants and Warrant Shares, may be modified by administrative, legislative or judicial interpretation at any time. For example, from time to time, members of Congress and the President propose and consider substantive changes to the existing U.S. federal income tax laws that affect corporations. Any modification to the U.S. federal income tax laws and interpretations thereof may or may not be retroactively applied and could make it more difficult or impossible to meet our cash flow needs for operations, acquisitions or other purposes. We are unable to predict whether any of these changes or other proposals will be enacted. However, it is possible that a change in law could affect us, and any such changes could negatively impact the value of an investment in our Common Stock, Warrants or Warrant Shares.

The Warrant Indenture governing the Warrants designates the Courts of the Province of British Columbia as the exclusive forum for certain types of actions and proceedings with respect to all matters arising out of the Warrant Indenture, which could limit a warrantholder's ability to choose the judicial forum for disputes arising out of the Warrant Indenture.

The Warrant Indenture governing the Warrants, Additional Warrants, and Broker Warrants designates the Courts of the Province of British Columbia as the exclusive forum for certain types of actions and proceedings with respect to all matters arising out of the Warrant Indenture;  provided however that in accordance with Section 27 of the Exchange Act, United States federal courts shall have jurisdiction over all suits and any action brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder and that in accordance with Section 22 of the Securities Act, United States federal and state courts shall have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the U.S. Securities Act or the rules and regulations thereunder.

The choice of forum provision may limit a warrantholder's ability to bring a claim in a judicial forum that it finds favorable for disputes, which may discourage such lawsuits. If a court were to find the choice of forum provision contained in the Warrant Indenture to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could have a material adverse effect on our business, financial condition, and results of operations.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Offering Circular, including any supplement to this Offering Circular, includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern our anticipated results and developments in our operations in future periods, planned exploration and development of our properties, plans related to our business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. These statements include, but are not limited to, comments regarding:

Forward-looking statements may include, but are not limited to, statements with respect to the completion of the Offering, the satisfaction of the conditions to closing of the Offering, including the receipt in a timely manner of regulatory and other required approvals and clearances, including the approval of the TSXV, the use of the net proceeds of the Offering, the listing of the Unit Shares and Warrant Shares on the TSXV, the qualification of the Unit Shares, Warrants, Warrant Shares, Broker Warrants and Broker Warrant Shares  by the Commission, the plan of distribution of the Offering, certain United States and Canadian tax consequences of an investment in the Units, the completion and the nature of the transactions contemplated by the Waterton Letter of Intent, the satisfaction of the conditions to the completion of the transactions contemplated by the Waterton Letter of Intent, including the receipt in a timely manner of regulatory and other required approvals and clearances, the future financial or operating performance of Contact Gold and its subsidiaries and its mineral project, the future price of metals, test work and confirming results from work performed to date, the estimation of mineral resources and mineral reserves, the realization of mineral resource and mineral reserve estimates, the timing and amount of estimated future capital, operating and exploration expenditures, costs and timing of the development of new deposits, costs and timing of future exploration, requirements for additional capital, government regulation of mining operations, environmental risks, reclamation expenses, title disputes or claims, and limitations of insurance coverage. Often, but not always, forward looking statements can be identified by the use of words and phrases such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.

Forward looking statements are based on the opinions and estimates of management as of the date such statements are made and are based on various assumptions such as future business and property integrations remaining successful; the ability of the Company to continue to undertake exploration and other activities at its mineral properties during the Covid-19 outbreak; the ability of the Company to manage Covid-19 cases at its mineral properties and maintain normal activity levels at its properties despite any such cases; that the other current or potential future effects of the Covid-19 pandemic on the Company's business, operations and financial position, including restrictions on the movement of persons, restrictions on business activities, restrictions on the transport of goods, trade restrictions, increases in the cost of necessary inputs, reductions in the availability of necessary inputs and productivity and operational constraints, will not impact its planned exploration activities at its mineral properties; the ability to continue raising the necessary capital to finance operations; favourable and stable general macroeconomic conditions, securities markets, spot and forward prices of gold, silver, base metals and certain other commodities, currency markets (such as the $ to US$ exchange rate); no materially adverse changes in national and local government, legislation, taxation, controls, regulations and political or economic developments; that various risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins and flooding) will not materialize; the ability to complete planned exploration programs; the ability to continue raising the necessary capital to finance operations; no disruptions or delays due to a U.S. Government shutdown; the ability to obtain adequate insurance to cover risks and hazards on favourable terms; that changes to laws and regulations will not impose greater or adverse restrictions on mineral exploration or mining activities; the continued stability of employee relations; relationships with local communities and indigenous populations; that costs associated with mining inputs and labour will not materially increase; that mineral exploration and development activities (including obtaining necessary licenses, permits and approvals from government authorities) will be successful; and the continued validity and ownership of title to properties.

Forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Contact Gold to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements. Such factors include, among others, risks posed by the disruption caused by the Covid-19 pandemic; risks from the Company's negative working capital and history of losses, including that the Company may be unable to continue as a going concern; general business, economic, competitive, political and social uncertainties; the actual results of current and future exploration activities differing from projected results; the inability to meet various expected cost estimates; changes or downgrades in project parameters and/or economic assessments as plans continue to be refined; fluctuations in the future prices of metals; possible variations of mineral grade or recovery rates below those that are expected; the risk that actual costs may exceed estimated costs; failure of equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; political instability; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in the section entitled "Risk Factors" in this Offering Circular. Although Contact Gold has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward looking statements contained herein are made as of the date of this Offering Circular and Contact Gold disclaims any obligation to update any forward looking statements, whether as a result of new information, future events or results, except as may be required by applicable securities laws. There can be no assurance that forward looking statements will prove to be accurate. Accordingly, readers should not place undue reliance on forward looking statements.

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DIVIDEND POLICY

We have paid no dividends on the Common Stock to date and we do not expect to pay dividends on our common stock in the foreseeable future. Other than holders of Preferred Stock, investors in Contact Gold's securities cannot expect to receive a dividend in the foreseeable future, if at all. The Preferred Stock issued to Waterton Nevada has priority to the rights of the Common Stock or other classes of stock of Contact Gold and is entitled to receive, when declared by the Board, preferential cumulative cash dividends at a fixed rate per annum equal to 7.5%, on a simple and not compounded basis. Moreover, for so long as Waterton Nevada has the right to appoint one or more nominees to the Board, Contact Gold shall not declare or pay any cash dividend or distribution on Common Stock unless such dividend or distribution has been approved by the nominees of Waterton Nevada, in addition to approval by a majority of the Board.  We will redeem all of the issued and outstanding Preferred Stock under the terms of the Waterton Letter of Intent.

See "Dividend Policy" in Risk Factors.

USE OF PROCEEDS

We expect to receive approximately $12,109,000 of net proceeds (excluding proceeds from the Over-Allotment Option, if any) from the sale of the Units offered hereby after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Set forth below is a table showing the estimated uses of proceeds from this Offering.

	Proceeds of Offering(1)
Gross Proceeds(1)	$13,500,000
Underwriting commissions(2)	$810,000
Estimated offering expenses(3)	$581,000
Net Proceeds	$12,109,000
Preferred Stock Redemptions(4)	$5,000,000
Exploration Expenditures at Green Springs Project(5)	$3,550,000
Exploration Expenditure at Pony Creek Project (5)	$1,500,000
Exploration Expenditures at other Contact Properties(5)	$350,000
Working Capital(6)	$1,709,000
Total use of net proceeds	$12,109,000

⁽¹⁾These amounts exclude proceeds from the Over-Allotment Option, which if exercised in full, we would expect to receive approximately an additional $2,025,000 million of proceeds, $1,903,500 net after deducting underwriting discounts. We currently intend to use the proceeds from the exercise of Over-Allotment Option, if any, for general working capital purposes.

⁽²⁾This table depicts broker-dealer commissions of: (i) 6% of the gross proceeds of the Offering (including in respect of any exercise of the Over-Allotment Option (as defined below)) as the Cash Fee, other than with respect to sales to certain purchasers, including certain current shareholders, including persons on the President's List, on which 50% of the Cash Fee will be paid; and (ii) Broker Warrants equal to 6% of the Units sold during the Offering (including with respect of any exercise of the Over-Allotment Option), other than with respect to sales to certain purchasers on the President's List, where 50% of the Cash Fee will be paid and 50% of the Broker Warrants will be issued in respect of any Units sold to such purchasers.  It is anticipated that approximately 5,902,500 Units will be sold to persons on the President's List which would reduce the Underwriters' Fee by $35,415 to $774,585 and increase the net proceeds to the Corporation by an equivalent amount to $11,423,415 ($10,963,915 after deducting the estimated expenses of the Offering).  Any increase in proceeds resulting from sales under the President's List are anticipated to increase Use of Proceeds allocated to Working Capital.

⁽³⁾Estimated offering expenses include legal, accounting, printing, advertising, marketing, state registration fees, and other expenses of this Offering.

⁽⁴⁾Under the terms of the Waterton Letter of Intent, we will use a minimum of $5,000,000 of the proceeds of this Offering to redeem a portion of the Preferred Stock at the Redemption Amount (defined per share as Face Value of US$1.00 plus all accrued and unpaid cumulative dividends, approximately US$13.842 million as of September 22, 2020), and Waterton Nevada will purchase Common Stock at $0.195 per share (the estimated offering price of a Unit Share) in the Redemption Placement in aggregate amount equal to the Redemption Amount required to redeem the remaining Preferred Stock, estimated to be US$10.085 million ($13.423 million) at September 22, 2020. Under the Redemption Placement, Contact Gold will issue approximately 68,836,411 Shares to Waterton Nevada. Proceeds of this Offering may be used to pay costs and expenses associated with the Redemption Placement. Proceeds of this Offering may be used to pay costs and expenses associated with the Redemption Placement.

⁽⁵⁾Estimates based on management exploration plans. Subject to change based on the net proceeds of the Offering.

⁽⁶⁾These amounts may be used to pay expenses relating to salaries, bonuses and other compensation to our officers and employees.

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Such allocation of net proceeds may be subject to future revision depending on, among other factors, market conditions, commodity prices, drilling costs and availability of drilling and production equipment, future operating results including the capital market response thereto, and acquisition opportunities.

We granted the Underwriters an Over-Allotment Option, which if exercised in full, would result in our receiving approximately an additional $2,025,000 of proceeds, $1,903,500 after deducting underwriting discounts and assuming no sales to persons on the President's List. We currently intend to use the proceeds from the exercise of Over-Allotment Option, if any, for general working capital purposes. There can be no assurance that the Over-Allotment Option will be exercised.

Each Warrant, Additional Warrant and Broker Warrant is exercisable to acquire one Warrant Share at an exercise price of $0.27, on or before 4:30 p.m. (Vancouver time) on the date that is 24 months from the Closing Date, which if exercised in full, would result in our receiving approximately additional net proceeds assuming the following Offering amounts:

Description of Warrant	Exercise Price	Aggregate Proceeds
Warrant(1)	$0.27	$9,112,500
Additional Warrants (1)	$0.27	$1,366,875
Broker Warrants (1)	$0.27	$1,093,500
Total		$11,572,875

⁽¹⁾ These amounts assume the full exercise of Warrants, Additional Warrants or Broker Warrants, as applicable.

We currently intend to use the proceeds from the exercise of Warrants, Additional Warrants or Broker Warrants, as applicable, if any, for general working capital purposes. There can be no assurance that the Warrants will be exercised.

The above-noted allocation represents the Company's intention with respect to its use of proceeds based on current knowledge and planning by management of the Company. There may be circumstances where, for sound business reasons, the Company reallocates the use of proceeds in a manner that management believes to be in the best interests of the Company. In such circumstances, the actual expenditures may differ from the estimates set forth above.

DETERMINATION OF OFFERING PRICE

The public offering price has been determined by arm's length negotiations between us and the Underwriters. In determining the public offering price, we and the Lead Underwriter on behalf of the Underwriters considered a number of factors including:

•the information set forth in this Offering Circular and otherwise available to the representatives;

•our prospects and the history and prospects for the industry in which we compete;

•an assessment of our management;

•the general condition of the securities markets at the time of this Offering;

•the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and

•other factors deemed relevant by the representatives of the Underwriters and us.

Neither we nor the Underwriters can assure investors that an active trading market will develop for the Shares, or that the Shares will trade in the public market at or above the public offering price. See "Underwriting" for additional information regarding our arrangement with our Underwriters.

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CAPITALIZATION

The following table sets forth our cash and capitalization as of December 31, 2019 and June 30, 2020, on:

•an actual basis; and

•an as-adjusted basis to reflect our receipt of the net proceeds from our sale of Units in this Offering at a public offering price of $0.20 per Unit, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. This amount assumes no sales to purchasers on the President's List. See "Contractual Obligations" in the MD&A.

The as adjusted information below is illustrative only, and our capitalization following the closing of this Offering will be adjusted based on our actual expenses. You should read this table together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and the related notes appearing elsewhere in this Offering Circular.

	As of December 31, 2019(1)	After Offering June 30, 2020(2)(3)(4)	After Giving Effect to Redemption Placement June 30, 2020(2)(3)(4)
Cash and cash equivalents	$  844,169	$12,741,467	$7,741,467
Shareholders' Equity: Common Stock, 500,000,000 shares authorized
	84,471,973 shares issued outstanding (actual)(1) $44,562,187	164,974,914 shares issued outstanding pro forma(4) $57,977,229	233,811,325 shares issued outstanding pro forma(4) $71,400,329
Preferred Stock, 15,000,000 shares authorized	11,111,111 Preferred Stock with an aggregate face value denominated in US$11,100,000 issued and outstanding(2)	nil shares issued and outstanding assuming completion of the Redemption Placement(4)	nil shares issued and outstanding assuming completion of the Redemption Placement(4)
Warrants	nil	46,110,000	46,110,000
Broker Warrants(5)	nil	4,050,000	4,050,000
Additional paid-in capital	$3,012,870	$3,259,777	$3,259,777
Accumulated other comprehensive (income) loss	$1,398,870	$(426,078)	$(426,078)
Accumulated deficit	$22,219,441	$25,613,497	$25,613,497
Total shareholders' equity	$23,957,436	$36,029,337	$49,452,437

⁽¹⁾Data at December 31, 2019, is derived from our audited financial statements for the fiscal year ended December 31, 2019.  Subsequent to December 31, 2019, Contact Gold issued 12,500,000 Shares on May 22, 2020 in connection with the 2020 Private Placement; 362,941 Shares as the first-anniversary payment due pursuant to the Green Springs Project earn-in option with Ely Gold on July 23, 2020; and 140,000 Shares pursuant to the exercise of warrants on August 17, 2020.

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⁽²⁾Contact Gold currently has issued and outstanding 11,111,111 shares of Preferred Stock with an aggregate face value of US$11,100,000, issued to Waterton Nevada in connection with the Transactions. As of September 22, 2020, the conversion price of the Preferred Stock is $1.35 (approximately US$1.014 based on the Bank of Canada exchange rate on September 22, 2020), and if fully converted (based on an aggregate face value of US$13.842 million, including accrued and unpaid cumulative dividends) would convert into 13,646,740 shares of Common Stock. Under the terms of the Waterton Letter of Intent, $5,000,000 of the proceeds of the Offering will be used to redeem a portion of the Preferred Stock and the remaining issued and outstanding Preferred Stock will be redeemed for cash from the proceeds of the Redemption Placement. See, "Waterton Letter of Intent."

⁽³⁾Excludes exercise of Over-Allotment Option.  Pro forma based on the unaudited financial statements for the three and six-months ended June 30, 2020, on an as-adjusted basis to reflect our receipt of the net proceeds from our sale of Units in this Offering at an offering price of $0.20 per Unit, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

⁽⁴⁾Pro forma based on the unaudited financial statements for the three and six-months ended June 30, 2020, on an as-adjusted basis to reflect our receipt of the net proceeds from our sale of Units. Under the terms of the Waterton Letter of Intent, if a minimum of $10,000,000 is raised in this Offering, $5,000,000 of the proceeds of the Offering will be used to redeem a portion of the Preferred Stock and Waterton Nevada will purchase Common Stock at $0.195 per share (the estimated offering price of a Unit Share) in the Redemption Placement in aggregate amount equal to the Redemption Amount required to redeem the remaining Preferred Stock, estimated to be US$10.085 million ($13.423 million) at September 22, 2020. Under the Redemption Placement, Contact Gold will issue approximately 68,836,411 Shares to Waterton Nevada, subject to exchange rate adjustments. See, "Waterton Letter of Intent."

⁽⁵⁾ We anticipate that approximately 5,902,500 Units will be sold to persons on the President's List, which would reduce Underwriting Commission by $35,415 to $774,585 and Broker Warrants by 177,075 to 3,872,925 Broker Warrants and increase proceeds, before expenses, by $35,415 to $11,423,415.

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DILUTION

Shareholders of the Company will experience immediate and substantial dilution in the net tangible book value (tangible assets less total liabilities) per share of our Common Stock for accounting purposes. Our net tangible book value as of December 31, 2019 was approximately $23,957,436, or approximately $0.28 per Share.  Our net tangible book value as of June 30, 2020 was $23,832,374, or approximately  $0.25 per share.

Pro forma net tangible book value per Share is determined by dividing our net tangible book value, or total tangible assets less total liabilities, by our shares of Common Stock that will be outstanding immediately following the closing of this Offering. Based on a public offering price of $0.20 per Unit (allocated $0.195 per Unit Share and $0.005 per one-half of one Unit Warrant), after giving effect to the sale of the Units in this Offering, and further assuming the receipt of the estimated net proceeds (after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us), our adjusted pro forma net tangible book value as of June 30, 2020 would have been approximately $35,941,374, or $0.218 per share. For these purposes, we have assumed no sales to purchasers on the President's List. This represents an immediate decrease in the net tangible book value of $0.018 per share of Common Stock to our existing shareholders and an immediate increase to new investors purchasing Units in this Offering of approximately $0.018 per Unit Share, resulting from the difference between the offering price and the pro forma as-adjusted net tangible book value after this Offering. The following table illustrates the per share of Common Stock dilution to new investors purchasing Units in this Offering (excluding the Over-Allotment Option): This amount assumes no sales to purchasers on the President's List.

	After Offering June 30, 2020(1)(2)(3)(4)(5)	After Giving Effect to Redemption Placement June 30, 2020(2)(3)(4)(5)
Public offering price per Unit Share(1)	$0.195	$0.195
Pro forma net tangible book value as of June 30, 2020 ($23,832,374)	$35,941,374	$45,646,726
Increase attributable to new investors in this Offering	$12,109,000	$21,814,352
Adjusted pro forma net tangible book value per share after this Offering	$0.218	$0.195
Increase (Dilution) in pro forma net tangible book value per share to new investors in this Offering	$0.03	$0.05

⁽¹⁾Assumes an allocation of $0.195 per Unit Share and $0.01 per whole Warrant. Our net tangible book value as of June 30, 2020 was approximately $23,832,374, or $0.246 per share.

⁽²⁾Contact Gold currently has issued and outstanding 11,111,111 shares of Preferred Stock with an aggregate face value of US$11,100,000, issued to Waterton Nevada in connection with the Transactions. As of September 22, 2020, the conversion price of the Preferred Stock is $1.35 (approximately US$1.014 based on the Bank of Canada exchange rate on September 22, 2020), and if fully converted (based on an aggregate face value of US$13.842 million, including accrued and unpaid cumulative dividends) would convert into 13,646,740 shares of Common Stock. Under the terms of the Waterton Letter of Intent, $5,000,000 of the proceeds of the Offering will be used to redeem a portion of the Preferred Stock and the remaining issued and outstanding Preferred Stock will be redeemed for cash from the proceeds of the Redemption Placement. See, "Waterton Letter of Intent."

⁽³⁾Based on $13.5m raised in the Offering, 67,500,000 Units, and excludes exercise of Over-Allotment Option. Pro forma based on the financial data as of June 30, 2020, on an as-adjusted basis to reflect our receipt of the net proceeds from our sale of Units in this Offering at an offering price of $0.20 per Unit, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

⁽⁴⁾Pro forma based on the financial data as of June 30, 2020, on an as-adjusted basis to reflect our receipt of the net proceeds from our sale of Units. Under the terms of the Waterton Letter of Intent, $5,000,000 of the proceeds of the Offering will be used to redeem a portion of the Preferred Stock and Waterton Nevada will purchase Common Stock at $0.195 per share (the estimated offering price of a Unit Share) in the Redemption Placement in aggregate amount equal to the Redemption Amount required to redeem the remaining Preferred Stock, estimated to be US$10.085 million ($13.423 million) at September 22, 2020. Under the Redemption Placement, Contact Gold will issue approximately 68,836,411 Shares to Waterton Nevada. See, "Waterton Letter of Intent."

⁽⁵⁾ We anticipate that approximately 5,902,500 Units will be sold to persons on the President's List, which would reduce Underwriting Commission by $35,415 to $774,585 and Broker Warrants by 177,075 to 3,872,925 Broker Warrants and increase proceeds, before expenses, by $35,415 to $11,423,415.

Redemption Placement Dilution

Under the terms of the Waterton Letter of Intent, $5,000,000 of the proceeds of the Offering will be used to redeem a portion of the Preferred Stock and Waterton Nevada will purchase Common Stock at $0.195 per share (the estimated offering price of a Unit Share) in the Redemption Placement in aggregate amount equal to the Redemption Amount required to redeem the remaining Preferred Stock, estimated to be US$10.085 million ($13.423 million) at September 22, 2020. Under the Redemption Placement, Contact Gold will issue approximately 68,836,411 Shares to Waterton Nevada. 

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Assuming no exercise of the Over-Allotment Option and we close the Redemption Placement, our adjusted pro forma net tangible book value as of June 30, 2020 would have been approximately $45,646,726, or $0.195 per share. Assuming no exercise of the Over-Allotment Option and we close the Redemption Placement, this would represent an immediate decrease in the net tangible book value of approximately $0.05 per share of Common Stock to our existing shareholders and an immediate dilution to new investors purchasing Units in this Offering of $0.02 per Unit Share, resulting from the difference between the offering price and the pro forma as-adjusted net tangible book value after this Offering.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the accompanying financial statements and related notes included elsewhere in this Offering Circular for the years ended December 31, 2019, December 31, 2018, and December 31, 2017 (the "Annual Statements") and unaudited consolidated financial statements for the three and six months ended June 30, 2020 (the "Interim Financial Statements"). Terms defined within this Management's Discussion of Financial Condition and Results of Operations (the "MD&A") are defined solely for this section.

This discussion contains forward-looking statements reflecting our current expectations, whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated in or implied by these forward-looking statements due to a number of factors, including those discussed in the sections entitled "Risk Factors," "Cautionary Statement Regarding Forward-Looking Statements," and elsewhere in this Offering Circular.

The Annual Statements have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP"). Our reporting currency is the Canadian dollar ("CAD"), and all amounts in the MD&A are expressed in Canadian dollars unless otherwise stated. Amounts in United States dollars are expressed as "USD". The indicative rate of exchange, per $1.00 as published by the Bank of Canada, was USD 0.7699 at December 31, 2019 (USD 0.7330 at December 31, 2018) and USD 0.7338 at June 30, 2020 (USD 0.7641 at June 30, 2019).

Highlights and recent developments

Over the course of 2019, Contact Gold continued advancing the Company's flagship Pony Creek property into a robust project hosting multiple Carlin Type gold occurrences.

In the two years since the establishment of Contact Gold, we reported gold mineralization in 87 of the 93 holes drilled (including those lost before planned depth), and have continued to drill high-grade and oxide results at Pony Creek, the majority of which are step-outs from the historical mineral resource estimate area at the property's Bowl Zone.

Significant events from the year ended December 31, 2019, include the following:

•Commenced earning into a 100% interest in the past-producing Green Springs Project in White Pine County, Nevada ("Green Springs"), adding a second Carlin-type gold system to the property portfolio. Highlights from the initial reverse circulation ("RC") drill program at Green Springs where nine of ten drill holes intersected significant grades and widths of oxide gold mineralization across three separate targets outside of the past producing pits include:

oAlpha Zone

◾1.34 g/t grams per ton ("g/t") gold ("Au") over 28.96 metres ("m") from 24.38 m in hole GS19-02

•Including 2.00 g/t Au over 15.24 m from 32.00 m

◾0.67 g/t Au over 9.14 m from 6.10 m in hole GS19-01

◾0.52 g/t Au over 57.91 m from 25.91 m in hole GS19-01

◾1.68 g/t Au over 35.05 m from 27.43 m in hole GS19-03

•Including 2.55 g/t Au over 19.81 m from 41.15 m

◾0.86 g/t Au over 45.72 m from 16.76 m in hole GS19-05

•Including 1.82 g/t Au over 9.14 m from 24.38 m

◾0.6 g/t Au over 18.29 m from 13.72 m in hole GS19-06

oEcho Zone

◾2.36 g/t oxide Au over 70.10 m from 80.77 m in hole GS19-07

•Including 4.09 g/t Au over 38.10 m from 85.35 m

•and including 8.05 g/t Au over 12.19 m from 89.92 m

◾0.30 g/t oxide Au over 10.67 m from 68.58 m in hole GS19-08

◾3.53 g/t oxide Au over 38.10 m from 76.2 m in hole GS19-09

•Including 4.79 g/t Au over 25.91 m from 79.25 m

•and including 11.19 g/t Au over 6.1 m from 89.92 m

oBravo Zone

◾1.02 oxide g/t Au over 22.86 m from 12.19 m in hole GS19-10

•Including 1.79 g/t Au over 10.67 m from 13.72 m

•Reported final results from the 2019 exploration program at the Pony Creek gold property ("Pony Creek"), where RC drilling continued to return long intervals of near-surface oxide gold, and in a number of instances extended the depth of gold mineralization from shallower gold discoveries. The Bowl Zone remains open for further expansion to the north, south and west.

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Highlights from the "Bowl Zone" area include:

o1.21 g/t Au over 12.19 m from 64.01 m in hole PC19-03

◾including 3.47 g/t oxide Au over 3.05 m

o0.88 g/t Au over 16.76 m from 86.87 m in hole PC19-03

o0.8 g/t Au over 32.00 m from 65.53 m in hole PC19-02

◾including 1.48 g/t Au over 13.72 m

o0.43 g/t Au over 35.05 m from 15.24 m in hole PC19-01

o0.58 g/t Au over 22.68 m from 50.29 m in hole PC19-04

◾including 1.46 g/t Au over 4.57 m

o1.69 g/t Au over 7.62 m from 80.77 m in hole PC19-04

o0.71 g/t Au over 25.91 m from 112.78 m in hole PC19-04

◾including 1.75 g/t Au over 6.10 m

o0.51 g/t Au over 32.00 m from 230.13 m in hole PC19-05

o0.7 g/t Au over 39.62 m from 108.21 m in hole PC19-08

◾including 1.31 g/t Au over 13.72

o0.94 g/t Au over 12.19 m from 50.29 m in hole PC19-12

◾including 1.27 g/t Au over 6.10 m from 53.34 m

•Added and enhanced several high-quality drill targets at Pony Creek through a systematic exploration approach, including: "Mustang", "Elliott Dome", "Palomino", "DNZ", and "Pony Spur"; and reported very encouraging results from 2019 RC drilling at the property's "Stallion Zone", "Appaloosa Zone".

•Optioned the Cobb Creek exploration property ("Cobb Creek"), alleviating holding costs, and providing exposure to exploration success through shares in the optionor, Fremont Gold Ltd.

•Closed a non-brokered private placement financing (the "2019 Private Placement") on March 14, 2019, issuing 9,827,589 Contact Shares, at $0.29 per Contact Share (for gross proceeds of $2,850,001; as a consequence of the closing of the 2019 Prospectus Offering, an additional 2,047,398 Contact Shares were issued from conversion of the Private Placement Rights (defined in this MD&A).

•Closed a prospectus offering filed on an Offering Circular on Form 1-A on May 22, 2019, issuing 20,000,000 shares of Common Stock on May 22, 2019 for gross proceeds of $4 million (the "2019 Prospectus Offering").

Significant events subsequent to December 31, 2019, include the following:

•On March 27, 2020, the Company announced a non-brokered private placement of up to $750,000 (the "2020 Private Placement"). Under the 2020 Private Placement, up to 7,500,000 units of Company ("Private Placement Units") were issuable at a price of $0.10 per Private Placement Unit. Each Private Placement Unit consists of one Contact Share and one Contact Share purchase warrant ("Private Placement Warrant"). Each Private Placement Warrant entitles the holder to acquire one Contact Share at an exercise price of $0.15 for a period of 2 years (the "Expiry Date").

In the event that at any time between four months and one day following the closing date and the Expiry Date, the Contact Shares trade on the TSXV at a closing price which is equal to or greater than $0.30 for a period of ten consecutive trading days, the Company may accelerate the expiry date of the Private Placement Warrants by giving notice to the holders thereof and in such case the Private Placement Warrants will expire on the 30th day after the date such notice is provided.

•On May 22, 2020, the Company closed the final tranche of the 2020 Private Placement resulting in the issuance of an additional 1,630,000 Private Placement Units at a price of $0.10 per Private Placement Unit for gross proceeds of $163,000. In aggregate with the closing of the first (April 24, 2020) and second (May 5, 2020) tranches of the 2020 Private Placement, the Company has issued 12,500,000 Private Placement Units, for gross proceeds of $1,250,000. The offered securities have not been, nor will they be, registered under the Securities Act or any state securities laws, and may not be offered or sold to, or for the account or benefit of, any person in the United States or any "U.S person", as such term is defined in Regulation S under the Securities Act, absent registration or an applicable exemption from registration requirements. Offers and sales in the United States were limited to accredited investors. The net proceeds from the 2020 Private Placement are being used by the Company to undertake drill hole targeting and ongoing exploration at the Green Springs Project and the Pony Creek Project and for general working capital.

•On June 2, 2020, the Company announced that it had received an NOI from the BLM to conduct drilling at its newly defined Zulu target at the Green Springs Project. This new NOI is in addition to the existing 70-acre PoO permit for drilling at the key target areas on the project.

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•On June 18, 2020, the Company announced that it had received approval for its PoO permit for the Pony Creek Project which will allow the Corporation to ramp up drilling to test high-priority targets developed by the Corporation across a broad area of the property over the last 2.5 years. The Pony Creek Project can now support exploration activities, including drill pad and road construction of up to 150 acres, anincrease from the more limited area of permitted disturbance previously permitted under the NOIs that facilitated drilling in 2017 to 2019.

•On June 24, 2020, the Corporation announced the results from four cyanide bottle roll assays at the Stallion and Bowl Zones at its Pony Creek Project which continue to return gold recoveries and high-grade oxidized mineralization results.

•On July 23, 2020, the Corporation issued 362,941 Common Shares (at a deemed price of $0.185) to Ely Gold in satisfaction of the US$50,000 first anniversary payment under the Green Spring Option Agreement.

•On August 6, 2020 Company and Waterton Nevada entered into the Waterton Letter of Intent, under which the parties agreed that:

oIf a minimum of $10,000,000 is raised in this Offering: (a) the Company would use a minimum of $5,000,000 of the proceeds of this Offering to redeem a portion of the Preferred Stock at the Redemption Amount; (b) Waterton Nevada would purchase Common Stock at $0.195 per share (the estimated offering price of a Unit Share) in the Redemption Placement in an amount to redeem the remaining issued and outstanding Preferred Stock; and (c) the Company would use the proceeds of the Redemption Placement to redeem all of the remaining issued and outstanding Preferred Stock.

oIf less than $10,000,000 is raised in this Offering, the Company has agreed to use commercially reasonable efforts to obtain all Approvals to effect the Article Amendments to amend the terms of the remaining Preferred Shares to (i) reduce the conversion price of the Preferred Shares from $1.35 per share to the lesser of $0.2633 or 135% of the 20-day volume weighted average price of the Common Stock prior to the date all Approvals are obtained; (ii) reduce the dividend rate from 7.5% to 3.75% per annum from the date the Article Amendments are effective; and (iii) extend the Maturity Date from June 7, 2022 to a date that is five years from the date all Approvals are obtained.

oIf more than $3,000,000 and less than $10,000,000 is raised in this Offering and Contact Gold fails to obtain the Article Amendments and effect the Article Amendments, the Company has agreed to use 50% of the proceeds in excess of $3,000,000 to redeem Preferred Shares at the Redemption Amount.

•On August 6, 2020, filed an offering statement on Form 1-A to qualify this Offering.

•On August 10, 2020, filed amendment No. 1 to our offering statement on Form 1-A/A.

•On August 31, 2020, filed amendment No. 2 to our offering statement on Form 1-A/A.

•On September 22, 2020, filed amendment No. 3 to our offeing statement on Form 1-A/A.

• On September 23, 2020, filed amendment No. 4 to our offeing statement on Form 1-A/A.

Corporate History

Contact Gold is a gold exploration company focused on making district-scale gold discoveries in Nevada.

The Company was incorporated under the Business Corporations Act (Yukon) on May 26, 2000, and was continued under the Business Corporations Act (British Columbia) on June 14, 2006.

On June 7, 2017, the Company closed a series of transactions (the "Transactions"), including i) a reverse acquisition (the "RTO") of Carlin Opportunities Inc. ("Carlin"), a private British Columbia company, ii) a share consolidation, and iii) the acquisition (the "Clover Acquisition") of a 100% interest in Clover Nevada II LLC ("Clover"), an entity holding mineral property interests in Nevada (the "Contact Properties").

Contact Gold was continued under the laws of the State of Nevada when the Transactions closed, and began trading on the TSX Venture Exchange ("TSXV") under the symbol "C" on June 15, 2017. Contact Gold began trading on the OTCQB under the symbol "CGOL" on May 19, 2020.

Mineral Properties

The Contact Properties are on Nevada's Carlin, Independence, Northern Nevada Rift, and Cortez gold trends which host numerous gold deposits and mines. Contact Gold controls a significant land position comprising target-rich mineral tenure which hosts numerous known gold occurrences, ranging from early- to advanced-exploration and resource definition stage. As at the date of this offering statement, the Contact Properties encompass approximately 140 km².

Subsequent to closing the Clover Acquisition, the Company acquired additional mineral property claims contiguous to the original tenure through (i) direct staking, and (ii) relatively low-cost acquisitions from private landowners, including the East Bailey, and Pony Spur additions at Pony Creek, the Poker Flats acquisition adjacent to the Company's Dixie Flats property, and the consolidation of ownership in Cobb Creek.

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Most recently, and as discussed in this MD&A, Contact Gold entered into an agreement providing the Company with the option to purchase a 100% interest in the Green Springs gold project, on the southern extension of the Carlin Trend. An initial RC drilling program was conducted during the fourth quarter of 2019.

Further to having completed a review of available data, the Company has also determined to dispose of, or abandon, certain of the Contact Properties, including the following:

• In late September 2019, entered into an option agreement (the "Cobb Creek Option") to sell Cobb Creek to Fremont Gold Ltd. and its U.S. subsidiary (together, "Fremont").
• During the year ended December 31, 2019, the Company determined to abandon those mineral property claims that comprise the Dry Hills, and Rock Horse properties;
• In November 2018, the Company sold the "Santa Renia", and "Golden Cloud" properties to Waterton Nevada, a related party to the Company; and
• During the year ended December 31, 2018, the Company also determined to abandon the Woodruff property.

Expenditures directly attributable to the acquisition of mineral property interests have been capitalized; staking costs, related land claims fees paid and ongoing exploration expenditures, have been expensed. Mineral property expenditures on the Contact Properties are summarized in this MD&A.

None of the Company's properties have any known body of commercial ore or any established economic deposit; all are currently in the exploration stage.

a)Pony Creek

Pony Creek is located within the Pinion Range, in western Elko County, Nevada, south of the Railroad-Pinion project ("Pinion") operated by Gold Standard Ventures ("GSV"). Since acquisition, Pony Creek has been the principal focus of the Company's exploration efforts. The Pony Creek property encompasses approximately 82 km² in the southern portion of Nevada's Carlin gold trend; and hosts multiple near-surface oxide and deeper high-grade gold occurrences and targets supported by extensive exploration databases. At the time of the Clover Acquisition, large areas of prospective geological setting at Pony Creek had never been sampled or explored, particularly where the newly-recognized host horizons at the nearby Pinion project are exposed. Prior to acquisition by Contact Gold, no drilling had been conducted at Pony Creek in 10 years. All of the targets advanced to date are in the northern part of the property, with a significant area believed to be on-strike yet to be explored toward the south.

Since closing the Transactions, the Company has staked or acquired additional prospective mineral tenure adjacent to Pony Creek, primarily to the east and south. The new claims, including those previously known as Pony Spur and East Bailey, cover prospective host rocks with significant exploration potential that have seen minimal exploration effort in the past. The Company also determined not to renew/maintain a number of peripheral/non-core claims in the eastern portion of the property following a geological assessment of these claims. Accordingly, a total of 313 claims were not renewed with the United States' Department of Interior's Bureau of Land Management (the "BLM") in September 2019.

Since the establishment of Contact Gold in June 2017, the Company has reported having hit gold mineralization in 108 of the 117 holes drilled (including those lost before planned depth), and continues to drill high-grade and oxide gold at Pony Creek. The majority of these drill holes are step-outs from the historical mineral resource estimate area at the property's Bowl Zone. Data review, target refinement and advancement of the geological model are ongoing.

To date, the Company has been operating a drill program within a somewhat limited footprint under "Notice of Intent" (NOI") (including subsequent amendments) permits; however, the receipt of an approved Plan of Operations permit is a key milestone for Pony Creek. The Plan of Operations permit will provide a significant amount of permitted disturbance to follow up on multiple targets, including the Stallion Zone, and the Bowl Zone, and allow us to test many of the other high-quality targets featuring near-surface gold mineralization at the property.

Results for all holes from the 2019 drill program have been released as of the date of this MD&A.

An outline of several priority target areas include:

• Bowl Zone is host to a historical resource estimate and has been the focus of most of the drilling by Contact Gold to date. The Bowl Zone has returned long intervals of near surface oxide gold mineralization over an area measuring 850m x 650m and remains open for expansion in all directions.

• Appaloosa Zone is an oxide gold corridor located 1.2 kilometres ("km") northeast of the Bowl Zone, and though sparsely drilled, it continues to return thick intervals of oxide gold in the near surface. The gold mineralization footprint currently measures in excess of 1.6 km x 200 m and remains open for expansion, with numerous untested coincident gold-in-soil geochemical & geophysical targets yet to be drilled.

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• Stallion Zone was discovered by Contact Gold in 2018. It is an outcropping zone of oxide gold mineralization measuring in excess of 2 km located 1.6 km north of the Bowl Zone. To date 28 of 29 Contact Gold drill holes have intersected long runs of near- and at-surface, oxidized gold mineralization, with numerous individual assays ranging from 0.6 g/t Au to 1.1 g/t Au. The northern portion of the Stallion Zone has recently returned the widest intervals of oxide gold all starting from surface at Pony Creek. Surface work completed in 2019 indicates that it may continue eastward beneath a low angle fault which covers the zone in unmineralized rock, to the Mustang target. The Stallion Zone remains open in all directions.

• Elliott Dome is adjacent to GSV's Jasperoid Wash deposit. The 1 km x 500m target, which has never been drilled, is defined by north-south structurally controlled gravity, CSAMT and gold-in-soil anomalies cutting clastic and carbonate rocks with gold-in-soil values as high as 0.34 g/t Au. Drill pads and roads have been built for this drill-ready target.

• Mustang is the combination of the property's 1.5 km long gold-in-soil "Moleen", and "Willow" targets, located 600 m north of the Stallion Zone, and immediately south of GSV's Jasperoid Wash discovery. The Mustang target, which has never been drilled, extends west-northwest from the Appaloosa Zone, and is defined by: west-northwest structurally controlled gravity and gold-in-soil anomalies cutting Penn-Perm Moleen and Strathearn formation clastic and carbonate rocks. Contact Gold's recent interpretation is that it may be connected to the Stallion Zone, with the vast area between the two surface anomalies covered with a thin veneer of unmineralized rock that is in low angle fault contact with the underlying mineralized clastic carbonate rock.

• Palomino is immediately northwest of the high-grade oxide portion of the Bowl Zone, and is expressed by a large gold-in-soil anomaly measuring 400 m x 500 m with local gold-in-soil values up to 0.55 g/t Au. Palomino is interpreted to be located along the major northwest structure that controls gold mineralization at the Bowl Zone and the Pony Spur target

• DNZ is a north-south striking structural target defined by geophysical anomalies, DNZ is interpreted to sit along the main Dark Star - Emigrant structural corridor; on strike between the Appaloosa Zone and GSV's Dixie target

• Pony Spur is a northwest oriented structural zone, with abundant Jasperoid development and drilled gold mineralization at the Webb-Devil's Gate contact, an important regional gold host. Recent soil sampling by Contact Gold has generated a gold-in-soil anomaly measuring 200 X 600 m, with gold values up to 1.18 g/t Au. Pony Spur is located along the main northwest structure associated with gold mineralization at the Bowl Zone and the Palomino target.

There is a 3% net smelter returns royalty ("NSR") on those claims that comprise Pony Creek acquired from Waterton Nevada. The Company determined to allow a 1% buy-down option of this NSR to lapse on February 7, 2020 when such option expired. In addition to a 2% NSR awarded to the vendor on the acquisition of East Bailey, there is a 3% NSR over certain of the East Bailey claims, up to 2% of which can be bought-back for USD 1,000,000 per 1% increment. Advance royalty payments are also due annually; the amount due for the forthcoming year is USD15,000.

Details of exploration and evaluation expenditures incurred and expensed by Contact Gold at Pony Creek through years ended December 31, 2019, 2018 and 2017, including non-cash items, are summarized in this MD&A under the heading "Discussion of operations - Details of exploration and evaluation activities, and related expenditures incurred".

The budget for exploration through 2020 has not yet been finalized; the Company expects to resume drilling upon closing of the Offering.

Details of exploration and evaluation activities incurred and expensed by Contact Gold at Pony Creek, including non-cash items, are as follows:

		Year ended December 31, 2019		Year ended December 31, 2018		Year ended December 31, 2017
Drilling, assaying & geochemistry	$	1,001,301	$	1,903,760	$	2,229,200
Wages and salaries, including share-based compensation		790,109		635,475		274,137
Amortization of Claims Maintenance fees		548,134		757,652		499,668
Geological contractors/consultants & related crew care costs		602,938		987,192		1,022,637
Permitting and environmental monitoring		60,084		163,300		191,174
Property evaluation and data review		36,116		-		45,879
Expenditures for the period	$	3,038,682	$	4,447,379	$	4,262,695
Cumulative balance	$	11,748,756	$	8,710,074	$	4,262,695
Drill metres completed		4,660 metres		10,860 metres		10,390 metres

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		For the period from January 1, to June 30, 2020		For the period from January 1, to June 30, 2019
Drilling, assaying & geochemistry	$	642	$	554,970
Wages and salaries, including share-based compensation		121,112		468,208
Geological contractors/consultants & related crew care costs		34,542		233,744
Land claims fees		131,074		161,404
Permitting and environmental monitoring		23,292		23,950
Expenditures for the period	$	310,662	$	1,442,276
Cumulative balance	$	10,339,938	$	9,249,796

Additional information about Pony Creek is summarized in the Pony Creek Technical Report prepared in accordance with NI 43-101, Standards of Disclosure for Mineral Projects ("NI 43-101"), entitled "NI 43-101 Technical Report on the Pony Creek Project, Elko County, Nevada, USA", prepared for Contact Gold, with an effective date of October 16, 2018, and dated October 22, 2018, as prepared by Vance Spalding, C.P.G; VP Exploration of Contact Gold, and can be viewed under Contact Gold's issuer profile on the document filing and retrieval system for Canadian publicly-listed companies known as SEDAR at www.sedar.com.

b)South Carlin Projects: Dixie Flats & North Star

The North Star property ("North Star") is located approximately eight kilometres north of the northern-most point of Pony Creek, in western Elko County, Nevada. North Star comprises 56 unpatented mining claims covering 4.68 km² of prospective ground in western Elko County, Nevada. The Company believes the property's location to be a significant piece of the district. There has been no historical drilling completed on the property. There is a 3% NSR on North Star payable to an affiliate of Waterton Nevada.

The Dixie Flats gold property ("Dixie Flats") property sits immediately to the north of North Star. The property boundary of Dixie Flats is 13 km north of Pony Creek, and like North Star sits along the Emigrant fault, sharing many of the same host rocks and much of the same stratigraphy as Pony Creek, and the Emigrant mine. During 2019, as part of the annual comprehensive property review process in advance of the deadline to pay claims renewal fees with the BLM, it was determined that the Company would not renew/maintain 144 non-contiguous and peripheral claims at Dixie Flats believed to be off strike from the main controlling structure. As of the date of this MD&A, Dixie Flats comprises 324 unpatented mining claims covering 27.1 km² of prospective ground. There is a 2% NSR on the Dixie Flats property payable to an affiliate of Waterton Nevada. To date, work at Dixie Flats by the Company has consisted of data compilation, 26 line-km of CSAMT geophysical surveys, a 304-station gravity survey, drill target selection and report preparation.

Results reinforce management's belief in the prospectivity of the South Carlin Projects. Interpretation of geophysical data indicates that the main controlling structure projects southward through North Star and Dixie Flats from Emigrant to GSV's high-grade Dark Star deposit ("Dark Star"). The Company expects to continue refining targets ahead of a future drill program.

For the year ended December 31, 2019, expenditures, including non-cash items, incurred at the South Carlin Projects were $0.07 million (2018: $0.11 million; period from June 7, 2017 to December 31, 2017: $0.06 million).  Expenditures in the six-month periods ended June 30, 2020 and 2019, respectively, were immaterial.

c)Green Springs

On July 23, 2019, Contact Gold and Clover entered into a purchase option agreement (the "Green Springs Option") with subsidiaries of Ely Gold Royalties Inc. ("Ely Gold"), whereby Clover shall have an option to purchase a 100% interest in the past-producing Green Springs gold property. The addition of Green Springs provides the Company with another advanced exploration property hosting a Carlin-type gold system.

Green Springs is located at the southern end of Nevada's Cortez Trend, 60 km southwest of the historic mining centre of Ely, Nevada in a region hosting numerous producing and past-producing Carlin-type gold deposits. Green Springs is approximately 10 km east of Fiore Gold's Gold Rock Project, 10 km south of Waterton Nevada's Mt. Hamilton gold deposit and 20 km southeast of Fiore Gold's producing Pan Mine. Other deposits/past producers in the region include Illipah (Waterton Nevada) and Griffon (Liberty Gold). The Bald Mountain mine complex operated by Kinross Gold is located 45 km to the north of Green Springs.

Green Springs is subject to a valid Plan of Operations to perform exploration, comprising 75 acres which will permit a drill program to test multiple targets within the consolidated land package.

Contact Gold issued 2,000,000 Contact Shares and paid US$31,125 ($40,904) in cash to Ely Gold to secure 100% interest in the Green Springs property. The Company also paid Ely Gold an additional US$6,125 ($8,049) as reimbursement for Claims Maintenance fees relating to the current period. On July 23, 2020, the Company issued an additional 362,941 Contact Shares (at a deemed price of $0.185) to Ely Gold in satisfaction of the US$50,000 first anniversary payment due under the Green Spring Option agreement.

Total additional consideration to satisfy the Green Springs Option is as follows:

• USD 50,000          second anniversary
• USD 50,000          third anniversary
• USD 100,000        fourth anniversary

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Anniversary payment amounts may be made in cash or in Contact Shares at Contact Gold's election, subject to regulatory and contractual minimum values of the Common Stock. Payment of all amounts can be accelerated and completed at any time. Certain claims within Green Springs are the subject of lease agreements with third-parties, one of which requires an annual USD 25,000 payment, whilst the other requires an annual payment in cash equal to the value of 20 ounces of gold. Existing royalties at Green Springs range from 3% to 4.5% based on historical underlying agreements.

The Company has recently completed a limited first-pass drill program at Green Springs. The results from the Alpha and Echo zones, separated by over 4 km, show a robust Carlin-type gold system with oxide gold grades significantly higher than the surrounding operations on the Carlin and Cortez Trends. The Company is very pleased with these first holes from our initial drill program at Green Springs. Assay results also indicate that gold mineralization in the property's "Echo" and "Charlie" zones are entirely oxidized and averages between 96% - 100% gold recoveries in cyanide solubility tests compared to Fire Assay/Atomic Absorption gold values.

Details of exploration and evaluation activities incurred and expensed by Contact Gold at Green Springs, including non-cash items, since acquisition of the Green Springs Options, are as follows:

	For the period from January 1, 2020 to June 30, 2020
Drilling, assaying & geochemistry	$        5,005
Wages and salaries, including share-based compensation	124,715
Geological contractors/consultants & related crew care costs	68,609
Land claims fees	105,559
Permitting and environmental monitoring	994
Expenditures for the period	$    304,882
Cumulative balance	$  810,210

Although the budget for exploration through 2020 has not yet been finalized, the Company has identified a number of priority target areas at Green Springs, and anticipates mobilizing an RC drilling rig to the property as soon as practicable following the closing of the Offering.

d)Cobb Creek

Upon closing of the Transactions in June 2017, Contact Gold acquired a 49% interest in Cobb Creek. The Company consolidated its interest on November 7, 2017 by agreeing to make six annual payments of USD 30,000 in cash to a private individual (the "Cobb Counterparty") with whom a 2002 partnership agreement had previously been made. Associated acquisition costs of $156,040 had been capitalized to Cobb Creek for this incremental 51% interest. The obligation to make the annual payments was recorded as a financial liability at amortized cost, and has been accreted up, and adjusted for foreign currency exchange, each subsequent period.

By an agreement dated September 27, 2019, Clover agreed to farm-out 100% of its interest in Cobb Creek to Fremont. The Company has received 750,000 common shares of Fremont ("Fremont Shares") and was reimbursed an amount of USD 65,569 ($85,320) in January 2020 for certain claims-related holding costs. The Company was also reimbursed for the prorated November 2018 and November 2019 payment to the Cobb Counterparty made by the Company on behalf of Fremont.

Pursuant to the Cobb Creek Option, and for so long as it remains in good standing, the Company has assigned its agreement with the Cobb Counterparty, and all associated obligations to Fremont. Pursuant to the Cobb Creek Option, and for so long as it remains in good standing, the Company has assigned its agreement with the Cobb Counterparty, and all associated obligations to Fremont. Upon completion of the farm-out, Fremont will award to Clover a 2.0% NSR on Cobb Creek. There is no other NSR on Cobb Creek.

In order to keep the Cobb Creek Option in good standing, and to complete the acquisition of Cobb Creek, Fremont must keep all claims in good standing, make the annual payments to the Cobb Counterparty, and remit the following consideration to the Company:

Anniversary 1 (Year 2)	USD 30,000; and 750,000 Fremont Shares.
Anniversary 2 (Year 3)	USD 20,000
Anniversary 3 (Year 4)	USD 20,000
Anniversary 4 (Year 5)	USD 25,000
Anniversary 5 (Year 6)	USD 35,000
Anniversary 6 (Year 7)	USD 45,000
Anniversary 7 (Year 8)	USD 55,000
Anniversary 8 (Year 9)	USD 65,000
Anniversary 9 (Year 10)	USD 75,000

The carrying value of Cobb Creek at September 26, 2019 (immediately prior to execution of the Cobb Creek Option) was: $288,537. The value of the cash receivable and Fremont Shares received have been applied against the carrying value of Cobb Creek. The recovery of a previously recognized DTL of $5,338 has been recognized to the statement of loss and comprehensive loss. The reimbursement of claims-related fees for the current period have been applied against the balance previously recognized as prepaid Claims Maintenance fees (as defined in this MD&A).

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e)Portfolio

The remaining Contact Properties, described herein as the "Portfolio properties", are situated along the Carlin, Independence, and Northern Nevada Rift Trends, well known mining areas in the state of Nevada. The Portfolio properties each carry an NSR of either 3% or 4%. For the year ended December 31, 2019, expenditures, including non-cash items (and exclusive of non-cash accounting charges incurred in aggregate on the portfolio properties totaled $0.16 million (2018: $0.33 million; period from June 7, 2017 to December 31, 2017: $0.18 million). Expenditures in 2019 include an amount of $42,288 recognized in accelerated amortization further to the decision to abandon certain mineral claims. Expenditures in the six-month periods ended June 30, 2020 and 2019, respectively, were immaterial.

Those specific properties for which there was a change are summarized below:

Dry Hills and Rock Horse

Pursuant to our annual property review process, it was determined toward the end of Q2 2019, that the Company would not renew/maintain a total of 522 peripheral/non-core claims at various Portfolio properties, including the claims that comprise the "Dry Hills" and "Rock Horse" properties in their entirety. The decision to abandon certain claims was made as a reflection of general market conditions, and the Company's intent to focus on Pony Creek in particular. In satisfaction of an obligation under the Securities Exchange Agreement, the Company provided notice to Waterton Nevada of its intent to abandon these claims, and in response, Waterton Nevada notified the Company of its intent to exercise its right to take assignment of the claims for nominal value. An expense of $1,381,434 was recognized as an impairment in the year ended December 31, 2019.

Santa Renia and Golden Cloud

During the year ended December 31, 2018, the Company disposed of the "Santa Renia" and "Golden Cloud" exploration properties to Waterton Nevada, a related party to the Company, in exchange for cash consideration of approximately $0.64 million. A $1,962,061 loss was recognized in the year ended December 31, 2018 on this transaction.

Woodruff

Although written-down at September 30, 2018, the Company entered into a lease agreement with an arm's length party for the Woodruff property effective April 1, 2019, whereby the new lessee is responsible to pay all land claim maintenance fees paid annually to the BLM and similar fees paid to various Nevada Counties throughout the 10-year lease period and make annual lease payments in cash to the Company. The first such lease payment of USD 1,395 has been recognized within other income on the consolidated statement of loss. The lessee also holds an option to purchase Woodruff for a cash payment of USD 160,000.

Outstanding Securities

As at December 31, 2019, there were 84,471,973 Contact Shares issued and outstanding. There were 50,596,986 Contact Shares issued and outstanding as at December 31, 2018 (December 31, 2017: 50,346,986), including 66,667 Restricted Shares (December 31, 2017: 100,000). As of the date of this Offering Circular there are 97,474,914 Contact Shares issued and outstanding.

Recent Financings and issuances of Common Stock

(i)On June 7, 2017, Contact Gold consolidated the then 22,155,978 shares of Common Stock on an 8:1 basis such that shareholders of Contact Gold held 2,769,486 Contact Shares with a value of $2,769,486, on completion of the Continuance.

(ii)Pursuant to the RTO and following the Continuance, on June 7, 2017, we completed a share exchange with 28,815,000 common shares of Carlin, at a value of $21,157,750.

Partial proceeds from financings that closed concurrently with the closing of the Transactions were used to fund the indirect acquisition of the original Contact Properties and will be used: (i) to undertake exploration drilling on the acquired gold projects in Nevada; and (ii) for general working capital purposes. Total share issue costs of $1,561,052 were incurred in connection with these financings.

(iii)Pursuant to the Asset Acquisition, on June 7, 2017, Contact Gold issued 18,550,000 Contact Shares to Waterton Nevada, the value of which was determined to be $1.00 per Contact Share.

(iv)On June 13, 2017, the Board issued 100,000 Restricted Shares to an officer of Contact Gold.

(v)On September 13, 2017 Contact Gold issued 112,500 Contact Shares as partial consideration for the acquisition of the Pony Spur and Poker Flats properties.

(vi)On February 6, 2018, pursuant to the closing of the transaction to acquire the East Bailey property, Contact Gold issued 250,000 Contact Shares.

(vii)On March 14, 2019, we closed a private placement of 9,827,589 Contact Share at a price of $0.29 per Contact Share for proceeds of $2,850,000. Each Contact Share was accompanied by one right to acquire, for no additional consideration an additional Contact Share upon satisfaction of certain conditions precedent (a "Private Placement Right" or "Right"), including in particular the closing of a prospectus offering. See, viii immediately below and "Highlights and Recent Events", in this MD&A.

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(viii)On May 22, 2019, we closed the 2019 Prospectus Offering issuing 20,000,000 Contact Shares at a price of $0.20 per Contact Share for gross proceeds of $4,000,000.

(ix)On May 22, 2019, upon closing of the 2019 Prospectus Offering, the Private Placement Rights were converted into 2,047,398 additional Contact Shares without the payment of additional consideration.

(x)Contact Gold issued 2,000,000 Contact Shares as initial consideration to acquire the Green Springs earn-in option pursuant to the July 23, 2019 agreement with Ely Gold.

(xi)On May 22, 2020 we closed the final tranche of the 2020 Private Placement. In aggregate we issued 12,500,000 Private Placement Units, for gross proceeds of $1,250,000. See, "Highlights and Recent Events- Subsequent to December 31, 2019", in this MD&A.

(xii)On July 23, 2020, Contact Gold issued 362,941 Contact Shares as the first-anniversary payment due pursuant to the Green Springs Project earn-in option with Ely Gold.

(xiii)On August 17, 2020, pursuant to the exercise of Warrants, Contact Gold issued 140,000 Contact Shares.

Refer also in this Offering Circular to discussion under heading "Description of Capital Stock", and summary of the 2020 Private Placement at Note 16: "Subsequent Events" in the Annual Statements, and Note 12: "Subsequent Events" in the Interim Financial Statements.

Escrowed Contact Shares and other restrictions and obligations

As at December 31, 2019, 3,511,538 (December 31, 2018 - 10,534,611) of the Company's issued Common Stock were held in escrow and restricted from trading until June 14, 2020, pursuant to the rules of the TSXV.  As at June 30, 2020, there were no remaining Contact Shares held in escrow and restricted from trading.

In addition to having a right to receive regular updates of technical information about Contact Gold, Goldcorp and Waterton Nevada each holds a right to maintain their respective pro rata ownership percentages of Contact Gold during future financings.

Stock-based compensation

i)Stock Options

On July 8, 2019, the Company and certain officers and directors of the Company agreed to cancel an aggregate of 3,233,000 Options originally awarded on June 13, 2017.

During the year ended December 31, 2019 a total of 240,000 Options originally awarded to certain service providers to the Company were forfeit further to the termination of their respective services agreements.

On January 16, 2020, 2,125,000 Options at priced at $0.19, vesting in thirds with a five-year expiry from the date of grant were awarded to directors, officers and other Company personnel.

As at December 31, 2019, there were 6,395,000 (December 31, 2018: 8,198,000) Options outstanding to purchase Contact Shares, of which 1,691,666 had vested at December 31, 2019 (December 31, 2018: 1,166,583). As at the date of this offering circular, there are 8,520,000 Options outstanding to purchase Contact Shares, of which 3,706,665 had vested.

ii)Deferred Share Units

The Company awarded 402,263 DSUs to certain directors during the year ended December 31, 2019 (2018: Nil). Directors' fees are paid quarterly; and beginning in July 2019 the Company expects to satisfy most of this remuneration to the independent directors in DSUs, rather than cash. A further 748,661 DSUs were awarded in the period subsequent to December 31, 2019 through to the date of this offering circular to these same directors.

iii)Restricted Share Units

An award of 239,220 RSUs was made to certain employees and officers of the Company subsequent to December 31, 2019.

Contact Preferred Shares

On June 7, 2017, as partial consideration for the Clover Acquisition, the Company issued 11,111,111 Contact Preferred Shares with an aggregate face value denominated in US$11,100,000 (the "Face Value") ($15,000,000, converted using the Bank of Canada indicative exchange rate on the date prior to issuance of US$ 0.74), maturing on June 7, 2022 (the "Maturity Date"), and carrying a cumulative cash dividend accruing at 7.5% per annum (the "Dividend"), to Waterton Nevada (the Face Value, and the sum of the accrued Dividend amount together being the "Redemption Amount"). The accrued Dividend amount is payable on the earlier of conversion and the Maturity Date and has priority over any other dividends declared on other classes of the Company's stock.

Page | 44

In addition to the Embedded Derivatives (as defined in this MD&A), the Contact Preferred Shares include the following rights, privileges, restrictions and conditions ("Other Terms") for which there is no accounting impact:

So long as Waterton Nevada and/or its affiliates beneficially own or control 33⅓% or more of the Contact Preferred Shares issued on closing of the Clover Acquisition, and subject to the provisions of the Contact Preferred Shares:

Property-related:

i.Right of First Offer. Contact Gold will be obligated to inform Waterton Nevada of its intention to sell, lease, exchange, transfer or otherwise dispose of any of its interests in the originally-acquired Contact Properties that is not a sale of all or substantially all of Contact Gold's assets and provide Waterton Nevada with a summary of the essential terms and conditions by which it is prepared to sell any specified interest in the originally-acquired Contact Properties. Upon receipt of such divesting notice, Waterton Nevada will have the right to elect to accept the offer to sell by Contact Gold on the terms contained on the divesting notice.

If Waterton Nevada does not elect to accept the offer for such specified terms, Contact Gold shall be permitted to sell its specified interest in the originally-acquired Contact Properties to a third party for a period of 180 days from the date of the original divesting notice on terms and conditions no less favourable to Contact Gold than those contained in the divesting notice.

ii.Right of First Refusal. If Contact Gold shall have obtained an offer from one or more third party buyers in respect of the sale, lease, exchange, transfer or other disposition of any of the Contact Properties, in whole or in part, in any single transaction or series of related transactions, which offer Contact Gold proposes to accept, Contact Gold shall promptly provide written notice of such fact to Waterton Nevada and offer to enter into such a transaction with Waterton Nevada.

iii.Sale of Substantially All of Contact Gold's Assets. Contact Gold shall not sell, lease, exchange, transfer or otherwise dispose of all or substantially all of its assets without Waterton Nevada's prior written consent, which will not be unreasonably withheld or delayed.

Liquidation or wind-up related:

In the event of a liquidation, dissolution or winding-up of Contact Gold or other distribution of assets of Contact Gold among its shareholders for the purpose of winding up its affairs or any steps taken by Contact Gold in furtherance of any of the foregoing, the holders of Contact Preferred Shares shall be entitled to receive from the assets of the Contact Gold in priority to any distribution to the holders of Contact Shares or any other class of stock of Contact Gold, the Liquidation Value (as such term is defined in the articles of incorporation of Contact Gold) per Contact Preferred Share held by them respectively, but such holders of Contact Preferred Shares shall not be entitled to participate any further in the property of Contact Gold.

The number of Contact Shares to be issued would be 10,679,022 if all of the outstanding Contact Preferred Shares had been converted into Contact Shares based on Waterton's conversion rights and the rate of foreign exchange on December 31, 2019. The number of Contact Shares to be issued would be 11,205,244 if all of the outstanding Contact Preferred Shares had been converted into Contact Shares based on the conversion rate and the rate of foreign exchange on June 30, 2020.

Contractual Obligations

Other than those disclosed herein, including those associated with the Cobb Creek acquisition, and the Contact Preferred Shares, Contact Gold has certain additional contractual obligations arising from the RTO, Financings and Asset Acquisition, including those associated with the Contact Preferred Shares.

1.Upon closing of the Financings, Contact Gold and Goldcorp, an entity holding 7,500,000 Contact Shares, entered into an investor rights agreement whereby as long as Goldcorp maintains a 7.5% or greater equity ownership interest in Contact Gold:

a)Goldcorp will have the right to maintain its pro rata ownership percentage of Contact Gold during future financings;

b)Goldcorp will have a "top up" right to increase its equity ownership percentage to a maximum of 19.9% of the issued and outstanding Contact Shares until the earlier of the date on which it elects not to exercise its participation right in any future financing or it disposes of any Contact Shares other than to its affiliates;

c)Goldcorp will have the right to receive regular updates of technical information about Contact Gold;

d)Contact Gold will form, at Goldcorp's request, a technical committee and Goldcorp will have the right to appoint not less than 25% of the members of the technical committee; and

e)If Goldcorp elects to sell a block of more than 5% of the Contact Gold Shares, Contact Gold will have the right to designate buyers.

(together, the "Goldcorp Rights")

As a consequence of the closing of the March 14, 2019 private placement, the right at item (b) is no longer applicable.

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2.   As described in this MD&A, on August 6, 2020,  the Company and Waterton Nevada executed the Waterton Letter of Intent whereunder it was agreed that the Company would redeem all or a portion of the currently outstanding Contact Preferred Shares conditional upon, in particular, the total aggregate amount of gross proceeds raised pursuant to the Offering

Related Parties

Refer to disclosure in the Annual Statements and in the Interim Financial Statements.

Selected Financial Information

Management is responsible for, and the Board approved, the Annual Statements and the Interim Financial Statements.

Our significant accounting policies are presented in Note 2 of the Annual Statements; except as noted therein we followed these accounting policies consistently throughout all periods summarized in this MD&A. Contact Gold operates in one segment - the exploration of mineral property interests.

Management has determined that Contact Gold and Carlin have a CAD functional currency because each finance activities and incur expenses primarily in Canadian dollars. Clover has a US$ functional currency reflecting the primary currency in which it incurs expenditures, and in which it receives funding from Contact Gold. Contact Gold's presentation currency is Canadian dollars. Accordingly, and as Contact Gold's most significant balances are assets held by Clover, each reporting period will likely include a foreign currency adjustment as part of accumulated other comprehensive loss (gain).

Years ended December 31, 2019, 2018 and 2017

The following data and discussion thereon provide selected financial information from, and should be read in conjunction with, the Annual Statements. 

Statements of Loss and Comprehensive Loss		Year ended December 31, 2019			Year ended December 31, 2018			Year ended December 31, 2017
Loss before income taxes	$	9,443,198		$	11,855,092		$	774,327
Tax recovery	$	(69,072	)	$	-		$	-
Other comprehensive (gain) loss	$	1,897,831		$	(3,290,026	)	$	2,790,375
Comprehensive loss	$	11,271,957		$	8,565,066		$	3,564,702

Six months ended June 30, 2020, and 2019
The following data and discussion thereon provide selected financial information from, and should be read in conjunction with, the Interim Financial Statements. 

Statements of Loss and Comprehensive (Gain) Loss		Six months ended June 30, 2020			Six months ended June 30, 2019
Loss before income taxes	$	3,394,056		$	5,442,019
Tax recovery	$	-		$	-
Other comprehensive (gain) loss	$	(1,824,258	)	$	1,635,422
Comprehensive loss	$	1,569,798		$	7,077,441

Discussion of Operations

Years ended December 31, 2019, 2018 and 2017

Contact Gold incurred a loss and comprehensive loss for the year ended December 31, 2019, of $11,271,957 (year ended December 31, 2018: $8,565,066), including the adjustment for a recovery of previously recognized NNPT (as defined in this MD&A) following the abandonment of certain mineral property interests. Other comprehensive loss (gain) in each period reflects primarily the translation of the USD-denominated values of Clover's assets and liabilities for consolidation purposes.

Exploration and evaluation expenditures

Exploration and evaluation expenditures incurred by Contact Gold, including the amortization of land claim maintenance fees paid annually to the United States' Department of Interior's Bureau of Land Management (the "BLM") and similar fees paid to various Nevada Counties (together, "Claims Maintenance fees"), have been expensed in the statements of loss and comprehensive loss.

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Details of exploration and evaluation activities, and related expenditures incurred are as follows:

		Year ended December 31, 2019		Year ended December 31, 2018		Year ended December 31, 2017
Drilling, assaying & geochemistry	$	1,001,301	$	1,903,760	$	2,229,200
Wages and salaries, including share-based compensation		790,109		635,475		274,137
Amortization of Claims Maintenance fees		548,134		757,652		499,668
Geological contractors/consultants & related crew care costs		602,938		987,192		1,022,637
Permitting and environmental monitoring		60,084		163,300		191,174
Property evaluation and data review		36,116		-		45,879
Expenditures for the period	$	3,038,682	$	4,447,379	$	4,262,695
Cumulative balance	$	11,748,756	$	8,710,074	$	4,262,695

Details of exploration and evaluation expenditures incurred and expensed by Contact Gold on the Contact Properties are as follows:

		Year ended December 31, 2019		Year ended December 31, 2018		Year ended December 31, 2017
Pony Creek	$	2,221,756	$	3,854,801	$	3,952,719
South Carlin Projects		68,623		113,656		61,142
Green Springs		505,328		-		-
Cobb Creek		45,020		149,841		20,605
Portfolio properties		161,839		329,081		182,350
Property evaluation and data review		36,116		-		45,879
Expenditures for the period	$	3,038,682	$	4,447,379	$	4,262,695
Cumulative balance	$	11,748,756	$	8,710,074	$	4,262,695

During the year ended December 31, 2019 the Company determined to abandon the Dry Hills and Rock Horse properties and recognized a write down from $1,381,434 to nil of the value of these two properties. During the year ended December 31, 2018, the Company disposed of the "Santa Renia" and "Golden Cloud" exploration properties in exchange for cash consideration of approximately $0.64 million. A $1,962,061 loss was recognized on this transaction. The Company also determined to abandon the Woodruff property during the year ended December 31, 2018 resulting in a $85,176 write-down in that year.

Six months ended June 30, 2020, and 2019

Contact Gold incurred a comprehensive loss for the three and six months ended June 30, 2020 of $2,234,815, and $1,569,798 (three and six months ended June 30, 2019: $4,482,167, and $7,077,441).  Other comprehensive (gain) loss in each period reflects primarily the translation of the USD-denominated values of Clover's assets and liabilities for consolidation purposes.

Details of exploration and evaluation activities, and related expenditures incurred are as follows:

		Six months ended
		June 30, 2020		June 30, 2019
Drilling, assaying & geochemistry	$	5,648	$	554,970
Wages and salaries, including share-based compensation		254,367		482,446
Amortization of Claims Maintenance fees		285,253		329,574
Geological contractors/consultants & related crew care costs		103,937		257,983
Permitting and environmental monitoring		24,286		23,950
Property evaluation and data review		-		8,524
Expenditures for the period	$	673,491	$	1,657,447
Cumulative balance	$	12,422,247	$	10,367,521

Details of exploration and evaluation expenditures incurred and expensed on the Contact Properties are as follows:

		Six months ended
		June 30, 2020		June 30, 2019
Pony Creek	$	310,662	$	1,442,276
South Carlin Projects		29,140		52,868
Green Springs		304,882		-
Cobb Creek		1,394		25,543
Portfolio properties		27,413		128,236
Property evaluation and data review		-		8,524
Expenditures for the period	$	673,491	$	1,657,447
Cumulative balance	$	12,422,247	$	10,367,521

Page | 47

Preferred Stock

As detailed in the Annual Statements and the Interim Financial Statements, the value of the Contact Preferred Shares was bifurcated to a "host" instrument and to certain identified embedded derivatives (the "Embedded Derivatives"); the value reported in the Company's financial statements for each changes period over period, with an impact to the statements of loss (gain) and comprehensive loss.

-At issuance, the "host" instrument was valued at USD 6,033,480. The value of the "host", translated to CAD of $8,140,371 is accreted back to the full value of $15,262,500, including the value of the accumulated accrued dividends over five years. The non-cash accretion of the "host" value for the period from January 1, 2019 to December 31, 2019 was $2,218,595 (2018: $1,842,900; and period from issuance on June 7 to December 31, 2017: $899,655). A non-cash foreign exchange gain of $610,407 reflective of the depreciation of the CAD compared to the USD through that period, was also recognized on the "host" (2018: non-cash loss of $741,314; and period from issuance on June 7 to December 31, 2017: non-cash gain of $620,321).

The non-cash accretion of the "host" value for the period from January 1, 2020 to June 30, 2020 was $1,273,541 (six months ended June 30, 2019: $1,044,073).  A non-cash foreign exchange loss of $634,314 reflective of the depreciation of the CAD compared to the USD through that period, was also recognized on the "host" (2019 comparative period: non-cash gain of $465,621).

-The value of the Embedded Derivatives at issuance was USD 5,066,520 ($6,846,648). Each period the statements of loss and comprehensive loss include the impact of a revaluation of these Embedded Derivatives. Determination of the revaluation includes a considerable amount of judgment from management; the quantum from period-to-period is subject to a potentially significant amount of change and is generally inversely reflective of changes to the USD-denominated market price of the Contact Shares. During the year ended December 31, 2019 the Company recognised a loss of $48,635 on the change in fair value (2018: gain of $461,261; and period from June 7 to December 31, 2017: gain of $5,799,607). The change in fair value for the year ended December 31, 2019 is inclusive of the impact of a change to the Company's assumption as to the earliest date on which the Early Redemption Option held by Waterton Nevada might be exercised.

During the six months ended June 30, 2020 the Company recognised a gain of $449,026 on the change in fair value (2019 comparative period: loss of $96,288).  As a reflection of having agreed to the terms with Waterton Nevada in the Waterton Letter of Intent, the Company reassessed the probability weightings ascribed to certain rights associated with the Contact Preferred Shares: the Change of Control Redemption Option" and the "Early Redemption Option"; with such changes reflected in the Interim Financial Statements

Years ended December 31, 2019, 2018 and 2017

Wages and salaries of $1,555,414 for the year ended December 31, 2019 (2018: $1,070,348; and 2017: $428,411) reflects amounts earned by officers and employees of the Company not directly attributable to exploration. The total expense reflects (i) directors' fees paid in cash, and (ii) incentive remuneration awarded to employees of the Company determined during the period.

Stock-based compensation expense, as directly reflected in the consolidated statement of loss and comprehensive loss for the year ended December 31, 2019 is $817,792 (2018: $1,202,235; and $569,514 for 2017). An additional amount of $152,962 was charged to exploration and evaluation expenditures for the year of 2019 (2018: $177,653; and $80,770 for 2017). Refer in this MD&A under section "Outstanding Securities - Stock-based compensation" for a summary of cancellations, forfeitures and new awards of Options and DSUs during the year. The remaining average contractual life of Options outstanding is 3.49 years. In determining the fair market value of stock-based compensation granted to employees and non-employees, management makes significant assumptions and estimates. These assumptions and estimates have an effect on the stock-based compensation expense recognized and on the contributed surplus balance on our statements of financial position. Management has made estimates of the life of the Options, the expected volatility, and the expected dividend yields that could materially affect the fair market value of this type of security. Stock-based compensation expense should be expected to vary from period-to-period depending on several factors, including whether Options are granted in a period, and the timing of vesting or cancellation of such equity instruments.

Professional, legal and advisory fees recognized for the year ended December 31, 2019 of $454,051 (2018: $421,946; and 2017: $568,429) reflect ongoing legal, audit and related advisory services, as well as incremental compliance costs incurred due to the Company's legal status as a U.S. incorporated entity, listed on the TSXV. Expenses increased in 2019 compared to those in 2018 as the Company prepared to undertake the two financings that closed during the period.

Investor relations, promotion and advertising expenses of $249,749 for the year ended December 31, 2019 (2018: $502,384; and 2017: $321,428), include marketing activities (including related travel costs), website maintenance, and related costs to update shareholders of Contact Gold and prospective investors. Amounts in 2019 are lower than those of 2018 as a reflection of a general decrease in activities and the termination of certain promotion and advertising efforts.

Administrative, office and general expenses of $241,246 for the year ended December 31, 2019 (2018: $240,914; and 2017: $178,292), includes head office-related costs, listing and filing fees, banking charges, and other general administrative costs. With exception of those expenses incurred in 2017 as the Company commenced operations, such expenditures should generally be consistent period-over-period.

Foreign exchange gains during the year ended December 31, 2019 of $608,050 (2018: loss of $542,343: and 2017: gain of $618,788) reflects primarily the impact of the rate of exchange on the value of the Contact Preferred Shares, net of a gain on the revaluation of our USD-denominated cash balance at period end. Depending on the volatility of the exchange rate from period-to-period, the impact on the statement of loss and comprehensive loss could be significant.

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Three and six months ended June 30, 2020, and 2019

Wages and salaries of $337,711, and $652,337 for the three and six months ended June 30, 2020 (2019 comparative period: $243,856, and $783,354) reflects amounts earned by officers and employees of the Company not directly attributable to exploration.  The total expense in each period reflects (i) directors' fees paid in cash and the value of non-cash DSUs awarded, and (ii) remuneration paid to Company personnel. 

Stock-based compensation expense, as directly reflected in the consolidated statement of loss and comprehensive loss for the three and six months ended June 30, 2020 is $43,544, and $153,049 (2019 comparative period: $207,555, and $457,344).  An additional amount of $13,029, and $37,053 was charged to exploration and evaluation expenditures for the three and six months ended June 30, 2020 (2019 comparative period: $37,702, and $77,883). 

Refer in this MD&A under section "Outstanding Securities - Stock-based compensation" for a summary of cancellations, forfeitures and new awards of Options, RSUs and DSUs during the period.  The remaining average contractual life of Options outstanding is 3.38 years.  In determining the fair market value of stock-based compensation granted to employees and non-employees, management makes significant assumptions and estimates. These assumptions and estimates have an effect on the stock-based compensation expense recognized and on the contributed surplus balance on our statements of financial position. Management has made estimates of the life of the Options, the expected volatility, and the expected dividend yields that could materially affect the fair market value of this type of security. Stock-based compensation expense should be expected to vary from period-to-period depending on several factors, including whether such instruments are granted in a period, and the timing of vesting or cancellation of such equity instruments. 

Professional, legal and advisory fees recognized for the three and six months ended June 30, 2020 of $111,758 and $226,441 (2019 comparative period: $138,926 and $196,789) reflect ongoing legal, audit and related advisory services, as well as incremental compliance costs incurred due to the Company's legal status as a U.S. incorporated entity, listed on the TSXV and traded on the OTCQB.  Expenses increased in 2020 compared to those in 2019 as the Company prepared to undertake the financing that closed after the period.

Investor relations, promotion and advertising expenses of $37,931 and $83,937 for the three and six months ended June 30, 2020 (2019 comparative period: $55,159 and $86,249), include marketing activities (including related travel costs), website maintenance, and related costs to update shareholders of Contact Gold and prospective investors.  Amounts in 2020 are lower than those of 2019 as a reflection of a general decrease in activities and the termination of certain promotion and advertising efforts.

Administrative, office and general expenses of $75,790 and $141,240 for the three and six months ended June 30, 2020 (2019 comparative period: $118,006 and $233,072), includes head office-related costs, normal course listing and filing fees, banking charges, and other general administrative costs.  The amount for 2020 is lower reflective of a determination to attribute directors' fees to wages and salaries rather than as part of administrative expenses in the current period.

Foreign exchange loss (gain) during the three and six months ended June 30, 2020 of gain of $560,956 and loss of $631,055 (2019 comparative period: gain of $241,407 and gain of $462,089) reflects primarily the impact of the rate of exchange on the value of the Contact Preferred Shares, net of a gain on the revaluation of our USD-denominated cash balance at period end.  Depending on the volatility of the exchange rate from period-to-period, the impact on the statement of loss and comprehensive loss could be significant. 

Segment information

The Company undertakes administrative activities in Canada, and is engaged in the acquisition, exploration, and evaluation of certain mineral property interests in the State of Nevada, USA. Accordingly, the Company's operations are in one commercial and two geographic segments. The Company is in the exploration stage and accordingly, has no reportable segment revenues.

Years ended December 31, 2019, 2018 and 2017

Net loss is distributed by geographic segment for the years ended December 31, 2019, 2018, and 2017 per the table below:

		December 31, 2019		December 31, 2018		December 31, 2017
Canada	$	4,869,987	$	5,246,902	$	(3,519,354	)
United States		4,504,139		6,608,190		4,293,681
	$	9,374,126	$	11,855,092	$	774,327

Six months ended June 30, 2020, and 2019

Net loss is distributed by geographic segment for the three and six months ended June 30, 2020 and 2019 per the table below:

		Six months ended June 30, 2020		Six months ended June 30, 2019
Canada	$	2,593,112	$	2,419,628
United States		800,944		3,022,391
	$	3,394,056	$	5,442,019

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Selected Balance Sheet Data

The following financial data and discussion is derived from the Annual Statements and Interim Financial Statements.

		June 30, 2020			December 31, 2019			December 31, 2018
Current Assets	$	833,038		$	1,238,743		$	1,346,901
Total Assets	$	41,180,619		$	39,675,218		$	42,928,649
Total Current Liabilities	$	571,100		$	501,434		$	921,004
Total Liabilities	$	17,348,245		$	15,717,782		$	14,653,099
Shareholders' Equity	$	23,832,374		$	23,957,436		$	28,275,550
Number of Contact Shares outstanding		96,971,973			84,471,973			50,596,986
Basic and fully diluted loss per weighted average number of Contact Shares for the period ended		($  0.01	)		($0.14	)		($0.26	)

Assets

At December 31, 2019

The decrease in total assets reflects a decrease of $3 million to the value attributable to the Contact Gold Properties, a $0.3 million increase in the balance of cash and cash equivalents reflecting the closing of two financings in 2019, net of continued exploration and general corporate activities, the decrease of prepaids and deposits as compared to amounts held in the comparative year, and the reduction of $0.3 million in deferred share issue costs during 2019 upon closing of the 2019 Offering.

The Contact Properties, and changes to the reported values thereto, as at December 31, 2019, include:

	Pony Creek		South Carlin Projects		Green Springs		Cobb Creek		Portfolio properties		Total
	$		$		$		$		$		$
December 31, 2017	26,907,567		4,082,556		-		287,346		9,219,900		40,497,369
Additions	165,195		-		-		-		-		165,195
Disposals & Abandonments	-		-		-		-		(2,608,188	)	(2,608,188	)
Foreign Exchange	2,352,936		356,999		-		25,128		557,879		3,292,942
December 31, 2018	29,425,698		4,439,555		-		312,474		7,169,591		41,347,318
Additions	-		-		466,857		-		-		466,857
Disposals & Abandonments	-		-		-		-		(1,381,434	)	(1,381,434	)
Recovery from earn-in	-		-		-		(88,163	)	-		(88,163	)
Foreign Exchange	(1,410,674	)	(212,830	)	(5,200	)	(18,599	)	(333,262	)	(1,980,565	)
December 31, 2019	28,015,024		4,226,725		461,657		205,712		5,454,895		38,364,013

At June 30, 2020

The increase in total assets reflects an increase of $1.5 million to the value attributable to the Contact Gold Properties, a $0.4 million decrease in the balance of cash and cash equivalents, net of continued exploration and general corporate activities, the decrease of prepaids and deposits as compared to amounts held at December 31, 2019.

The Contact Properties, and changes to the reported values thereto, include:

	Pony Creek		South Carlin Projects		Green Springs		Cobb Creek		Portfolio properties		Total
	(a)		(b)		(c)		(d)		(e)
	$		$		$		$		$		$
December 31, 2018	29,425,698		4,439,555		-		312,474		7,169,591		41,347,318
Additions	-		-		466,857		-		-		466,857
Disposals & Abandonments	-		-		-		-		(1,381,434	)	(1,381,434	)
Recovery from earn-in	-		-		-		(88,163	)	-		(88,163	)
Foreign Exchange	(1,410,674	)	(212,830	)	(5,200	)	(18,599	)	(333,262	)	(1,980,565	)
December 31, 2019	28,015,024		4,226,725		461,657		205,712		5,454,895		38,364,013
Foreign Exchange	1,380,477		208,275		22,748		10,136		268,800		1,890,436
June 30, 2020	29,395,501		4,435,000		484,405		215,848		5,723,695		40,254,449

The value of the Contact Properties may vary period-over-period reflective of changes in the USD-CAD foreign exchange rate. Balances presented as the "Portfolio properties" include the 4 Contact Properties that are not separately identified.

In asset purchases that are not business combinations under the Financial Accounting Standards Board's (the "FASB") Accounting Standards Codification ("ASC") ASC 805, Business Combinations, a deferred tax asset ("DTA") or liability ("DTL") is calculated with the impact recorded against the assigned value of the asset acquired. However, ASC 740, Income Taxes, prohibits any immediate income tax expense or benefit from the recognition of those deferred taxes. There is a DTL-related balance attributable to the mineral properties acquired in respect of Nevada net proceeds tax ("NNPT"; calculated at a rate of 5%), determined using a simultaneous equations method, attributed to the respective properties.

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As detailed in this MD&A, Waterton Nevada was granted certain rights relating to the Contact Properties, including a right of first offer ("ROFO"), and a right of first refusal ("ROFR"). A third-party also holds a ROFO on certain of the Portfolio properties.

Liabilities

At December 31, 2019

Current liabilities as at December 31, 2019 comprises payables of $468,058 (December 31, 2018: $885,931), accrued liabilities of $33,376 (December 31, 2018: $35,073) reflective of the amount due to the Cobb Counterparty in the next 12-months. The balances of payables and accruals will generally vary dependent upon the level of activity at the Company, and the timing at period end of invoices and amounts we have actually paid.

The balance of total liabilities reflects the value of the "host" and Embedded Derivatives that comprise the Contact Preferred Shares. The Contact Preferred Shares were concluded to be a form of obligation and have been included as a non-current liability. The Contact Preferred Shares have a maturity date of five years from the date of issuance and a cumulative cash dividend payable upon redemption, at a fixed rate equal to 7.5% per annum. The terms and conditions of the Contact Preferred Shares with accounting impact are detailed in the Consolidated Financial Statements.

A summary of changes to the total value of the Contact Preferred Shares at December 31, 2019 is as follows:

Host instrument:

Carrying value of the Contact Preferred Shares host instrument at December 31, 2018	$	11,003,919
Change in carrying value from January 1 to December 31, 2019
Accretion		2,218,595
Foreign exchange		(610,407	)
Carrying value of the Contact Preferred Shares host instrument at December 31, 2019	$	12,612,107

Embedded Derivatives:

Fair value of Embedded Derivatives at December 31, 2018	$	585,781
Change in fair value of Embedded Derivatives for January 1 to December 31, 2019		48,636
Fair value of Embedded Derivatives at December 31, 2019	$	634,417

The estimated fair value of the host instrument at December 31, 2019 is USD 10,893,698 ($14,148,735).

At June 30, 2020

Current liabilities as at June 30, 2020 comprises payables of $532,908 (December 31, 2019: $468,058), other current liabilities of $38,192 (December 31, 2019: $33,376) reflective of the amount due to the Cobb Counterparty in the next 12-months. The balances of payables and accruals will generally vary dependent upon the level of activity at the Company, and the timing at period end of invoices and amounts we have actually paid. 

The balance of total liabilities reflects the value of the "host" and Embedded Derivatives that comprise the Contact Preferred Shares.  The Contact Preferred Shares were concluded to be a form of obligation and have been included as a non-current liability.  The Contact Preferred Shares have a maturity date of five years from the date of issuance and a cumulative cash dividend payable upon redemption, at a fixed rate equal to 7.5% per annum.  The terms and conditions of the Contact Preferred Shares with accounting impact are detailed in the Interim Financial Statements. 

A summary of changes to the total value of the Contact Preferred Shares is as follows:

Host instrument:

Carrying value of the Contact Preferred Shares host instrument at December 31, 2019	$	12,612,107
Change in carrying value from January 1 to June 30, 2020
Accretion		1,273,541
Foreign exchange		634,314
Carrying value of the Contact Preferred Shares host instrument at June 30, 2020	$	14,519,962

Embedded Derivatives:

Fair value of Embedded Derivatives at December 31, 2019	$	634,416
Change in fair value of Embedded Derivatives for January 1 to June 30, 2020		(449,026	)
Fair value of Embedded Derivatives at June 30, 2020	$	185,390

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The number of Contact Shares to be issued would be 11,205,244 if all of the outstanding Contact Preferred Shares had been converted into Contact Shares based on their conversion rights and the rate of foreign exchange on June 30, 2020. This amount may be materially different depending upon the USD-Canadian dollar exchange rates at the time of such conversion.

The estimated fair value of the host instrument at June 30, 2020 is USD 11,058,775 ($15,070,899)

Selected Statement of Cash Flows data
		Six-months ended June 30, 2020			Year ended December 31, 2019			Year ended December 31, 2018			Year ended December 31, 2017
Cash flows from operating activities, net	$	(1,370,745	)	$	(5,312,921	)	$	(6,059,801	)	$	(5,736,716	)
Cash flows from investing activities, net		-			145,714			531,130			(7,690,130	)
Cash flows from financing activities, net		1,140,884			5,463,841			(313,220	)		19,596,448

Net cash used in operating activities for the six-month period ended June 30, 2020, and each of the years ended December 31, 2019, 2018 and 2017 are primarily reflective of the exploration programs underway on the Contact Properties including directly attributable wages and salaries; professional, legal and advisory fees; investor relations, promotions and advertising costs; administrative, office and general expenses; and wages and salaries incurred to run the business.

Cash flows from investing activities in 2019 include the recovery of amounts previously deposited for bonding obligations ($188,975) following the establishment of a surety arrangement, and the cash consideration paid in connection with the acquisition of the option to acquire the Green Springs Project ($43,261). In 2018 include the cash received from disposal of two properties - Santa Renia and Golden Cloud ($639,959) and the purchase of Equipment ($38,314), net of cash paid as consideration for the acquisition of the East Bailey and Cobb Creek properties ($31,643 and $38,871). In 2017 investing cash flows include the acquisition and related costs of Clover and the Contact Properties. In 2016, the $200,000 amount is the advance paid to Waterton in contemplation of the Clover acquisition.

Cash flow from financing activities in the six-month period ended June 30, 2020, are largely reflective of the 2020 Private Placement, net of associated financing fees. During the year ended December 31, 2019, Contact Gold received $6,297,513 in net proceeds upon closing of the 2019 Private Placement and the 2019 Offering. In 2018, the Company had incurred costs in advance of undertaking the Offering contemplated in this Offering Circular, as well as certain costs associated with the preparation and filing of materials to supplement the Shelf Prospectus. Such costs are reflected on the balance sheet as deferred share issue costs. During the year ended December 31, 2017, Contact Gold received $21,157,500 in gross proceeds upon closing of the Financings.

Summary of Quarterly Results

The Company and its business are relatively new, and the Company's expenditures and cash requirements may fluctuate and lack some degree of comparability from period to period as activities are normalized and strategies are refined and executed. The Company's quarterly results may be affected by many factors such as seasonal fluctuations, the write-off of capitalized amounts, share-based payment costs, tax recoveries and other factors that affect Company's exploration and financing activities. In addition, the non-cashflow related impact of fair value fluctuations arising on the Contact Preferred Share embedded derivatives may give rise to significant results from one period to the next. Furthermore, the Company's expenditures may also be affected by the strength of capital markets. The Company's primary source of funding is through the issuance of share capital. When the capital markets are depressed, the Company's activity level may decline as a result of difficulties raising funds. When capital markets strengthen, and the Company is able to secure equity financing with favourable terms, the Company's activity levels and the size and scope of planned exploration projects may increase.

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The following table sets out selected quarterly financial information of Contact Gold and is derived from unaudited quarterly financial statements prepared by management.

Period	Revenues $	Net loss for the period $		Less: Dividends payable1	Weighted average number of Contact Shares outstanding	Net loss per Contact Share for the period $
Three months ended June 30, 2020	- nil	692,049		282,856	87,150,544	0.01
Three months ended March 31, 2020	- nil	2,702,007		291,222	84,471,973	0.04
Three months ended December 31, 2019	- nil	1,772,760		223,388	84,471,973	0.02
Three months ended September 30, 2019	- nil	2,159,347		304,678	83,971,973	0.03
Three months ended June 30, 2019	- nil	3,664,724		229,954	69,873,460	0.06
Three months ended March 31, 2019	- nil	1,777,295		237,908	52,453,308	0.04
Three months ended December 31, 2018	- nil	4,581,571		362,565	50,596,986	0.10
Three months ended September 30, 2018	- nil	3,180,414		251,897	50,596,986	0.07
Three months ended June 30, 2018	- nil	2,844,511		291,869	50,596,986	0.06
Three months ended March 31, 2018	- nil	1,248,596		281,158	50,446,986	0.03
Three months ended December 31, 2017	- nil	2,237,579		264,944	50,346,986	0.05
Three months ended September 30, 2017	- nil	163,165		259,267	47,514,049	0.01
Three months ended June 30, 2017	- nil	(2,090,905	)	68,076	33,545,000	(0.05	)
Three months ended March 31, 2017	- nil	464,488		-	10,315,000	0.01

¹ Dividend payable on the Contact Preferred Shares are reflected as a component of the accretion expense each period on the 'host' instrument. No amount is payable until such time as the Contact Preferred Shares are redeemed.

The Company's expenditures and cash requirements may fluctuate and lack some degree of comparability from period to period as a result of a number of factors including seasonal fluctuations, the write-off of capitalized amounts, share-based payment costs, tax recoveries and other factors that may affect the Company's activities. In addition, the non-cashflow related impact of fair value estimates for the Contact Preferred Share embedded derivatives, as well as foreign exchange impacts arising therefrom may give rise to significant variability in results from one period to the next. The Company's primary source of funding is through the issuance of share capital; accordingly, the Company's activity level and the size and scope of planned exploration projects may also fluctuate depending upon the availability of equity financing with favourable terms. When capital markets strengthen, and the Company is able to secure equity financing with favourable terms, the Company's activity levels and the size and scope of planned exploration projects may increase.

The Company's loss and comprehensive loss for the second quarter of 2020 reflects (i) $1,572,766 recognized in other comprehensive loss from the revaluation of the Company's USD-denominated Contact Gold Properties, (ii) foreign exchange gain of $560,956 reflective of the impact of the rate of foreign exchange on the value of the Contact Preferred Shares, net of a gain on the revaluation of our USD-denominated cash balance at period end; (iii) the non-cash accretion of the host amount of the Contact Preferred Shares of $651,536, (iv) wages and salaries of $337,711; (v) exploration and evaluation expenditures of $333,299; (vi) general office & administrative costs, investor relations and other costs to administer the Company.

The Company's loss and comprehensive gain for the first quarter of 2020 reflects (i) $3,370,774 recognized in other comprehensive gain from the revaluation of the Company's USD-denominated Contact Gold Properties, (ii) foreign exchange loss of $1,192,011 reflective of the impact of the rate of foreign exchange on the value of the Contact Preferred Shares, net of a gain on the revaluation of our USD-denominated cash balance at period end; (iii) the non-cash accretion of the host amount of the Contact Preferred Shares of $622,005, (iv) exploration and evaluation expenditures of $340,192, (v) wages and salaries of $314,626; (vi) general office & administrative costs, investor relations and other costs to administer the Company.

The Company's loss and comprehensive loss for the fourth quarter of 2019 reflects (i) $704,170 recognized in other comprehensive loss from the revaluation of the Company's USD-denominated Contact Gold Properties, (ii) exploration and evaluation expenditures of $657,423, (iii) the non-cash accretion of the host amount of the Contact Preferred Shares of $593,814, (iv) wages and salaries of $560,472; (v) general office & administrative costs, investor relations and other costs to administer the Company.

The Company's loss and comprehensive loss for the third quarter of 2019 reflects (i) exploration and evaluation expenditures of $723,812, (ii) the non-cash accretion of the host amount of the Contact Preferred Shares of $580,708, (iii) $441,761 recognized in other comprehensive gain from the revaluation of the Company's USD-denominated Contact Gold Properties; (iv) stock-based compensation of $260,326, and (v) general office & administrative costs, investor relations and other costs to administer the Company.

The Company's loss and comprehensive loss for the second quarter of 2019 reflects: (i) a loss on disposal of exploration properties of $1,381,434; (ii) exploration and evaluation expenditures of $1,059,106; (iii) $817,443 recognized in other comprehensive loss from the revaluation of the Company's USD-denominated Contact Gold Properties; (iv) the non-cash accretion of the host amount of the Contact Preferred Shares of $534,960; (v) foreign exchange gain of $355,866; and (vi) general office & administrative costs, investor relations and other costs to administer the Company.

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The Company's loss and comprehensive loss for the first quarter of 2019 reflects: (i) $817,979 recognized in other comprehensive loss from the revaluation of the Company's USD-denominated Contact Gold Properties; (ii) exploration and evaluation expenditures of $598,341, (iii) wages and salaries of $539,498; (iv) the non-cash accretion of the host amount of the Contact Preferred Shares of $509,113, (v) stock-based compensation of $249,789; and (vi) general office & administrative costs, investor relations and other costs to administer the Company.

The Company's loss and comprehensive loss for the fourth quarter of 2018 reflects: (i) $2,085,252 recognized in other comprehensive gain from the revaluation of the Company's USD-denominated Contact Gold Properties; (ii) loss on disposal of exploration properties of $1,962,061, (iii) exploration and evaluation expenditures of $551,692; (iv) the non-cash accretion of the host amount of the Contact Preferred Shares of $493,258; (v) foreign exchange loss of $569,521; and (vi) general office & administrative costs, investor relations and other costs to administer the Company.

The Company's loss and comprehensive loss for the third quarter of 2018 reflects: (i) $696,054 recognized in other comprehensive loss from the revaluation of the Company's USD-denominated Contact Gold Properties; (ii) exploration and evaluation expenditures of $1,937,226; (iii) the non-cash accretion of the host amount of the Contact Preferred Shares of $470,901; and (iv) general office & administrative costs, investor relations and other costs to administer the Company.

The Company's loss and comprehensive loss for the second quarter of 2018 reflects (i) $811,019 recognized in other comprehensive gain from the revaluation of the Company's USD-denominated Contact Gold Properties; (ii) exploration and evaluation expenditures of $1,349,598, (iii) the non-cash accretion of the host amount of $449,558; (iv) write-off (non-cash) of the Woodruff property of $84,286, and; (vi) general office & administrative costs, investor relations and other costs to administer the Company.

The Company's loss and comprehensive loss for the first quarter of 2018 reflects (i) $1,089,809 recognized in other comprehensive gain from the revaluation of the Company's USD-denominated Contact Gold Properties; (ii) the impact of a $564,605 non-cash fair value adjustment (gain) on the value of the Embedded Derivatives, (iii) exploration and evaluation expenditures of $608,863, (iv) the non-cash accretion of the host amount of $429,183, and (v) general office & administrative costs, investor relations and other costs to administer the Company.

The Company's loss and comprehensive loss of $1,833,231 for the fourth quarter of 2017 is reflective of expenditures at the Contact Properties at which an active drilling and exploration program was underway, net of a non-cash fair value gain recognized on the Contact Preferred Shares. Other activities and expenditures in the fourth quarter include the normalization of investor relations and marking activities, administrative operations and the cost of maintaining a public listing. The amount of the comprehensive loss recorded for the period reflects the non-cash effect of exchange differences on the translation of Clover and its assets. Cashflows through the fourth quarter are reflective of ongoing operating activities, including $2,247,647 in exploration and evaluation expenditures. There were no meaningful investing activities or financing activities in the fourth quarter. Non-cash impacts, including (i) a $1,321,685 gain on the value of the Contact Preferred Share Embedded Derivatives, (ii) a gain on the translation of the value of the Contact Properties of $404,348 included in other comprehensive loss, (iii) accretion expense of $434,657 and (iv) share-based compensation expense of $249,702, comprise the majority of the remaining financial impacts to the fourth quarter financial results.

The Company's loss and comprehensive loss of $1,670,656 for the third quarter of 2017 reflects the significant impact of a $2,611,802 non-cash fair value adjustment (gain), a $1,564,306 non-cash loss on the value of the Company's US$-denominated assets due to changes in rates of foreign exchanges, and a non-cash $284,735 foreign exchange gain on the Contact Preferred Share Embedded Derivatives. Activities and expenditures in the third quarter include the commencement of active exploration programs in the United States, the normalization of investor relations and marking activities, administrative operations and the cost of maintaining a public listing. The amount of the comprehensive loss recorded for the period reflects the non-cash effect of exchange differences on the translation of Clover and its assets.

The Company recorded a gain and comprehensive gain of $58,479 for the second quarter of 2017 as a consequence of a significant non-cash gain of $1,866,120 arising on the fair value adjustment of the Contact Preferred Share Embedded Derivatives. The fair value adjustment offset the total of those costs arising from the closing of the Transactions and the listing of the Shares on the TSXV. The non-cash effect of exchange differences on the translation of Clover and its assets of $1,630,417 recognized as comprehensive loss recorded for the period further reduced the total comprehensive gain. The closing of the Transactions included the closing of $18.5 million raised through the Subscription Receipts financing, of which $6.8 million was immediately conveyed as the remaining balance of the Cash Payment for the acquisition of Clover. Cash outflows included settlement of the accumulated payables arising over multiple periods.

The Company's loss and comprehensive loss of $119,023 for the first quarter of 2017 is comprised primarily of expenditures for legal and advisory services made relating to the Transactions and the Financings. The receipt of proceeds from the Financings in June allowed the Company to begin to settle payables incurred through to that point; most of which were unsettled as at March 31, 2017.

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Operating Capital and Capital Expenditures Requirements-Liquidity and Capital Resources

Going Concern, Capital Management and Liquidity Risk

The properties in which we currently have an interest are in the exploration stage. The Company has not generated significant revenues or cash flows from operations since inception and does not expect to do so for the foreseeable future. As at the date of this Offering Circular, the Company has approximately $0.10 million available in cash and working capital deficit of approximately $0.20 million. Contact Gold's financial liabilities of payables and accrued liabilities are generally payable within a 90-day period. Although non-current, the Company has exposure to significant obligations relating to the terms and various covenants in and to the Contact Preferred Shares.

The Annual Statements have been prepared on a going concern basis that contemplates the realization of assets and discharge of liabilities at their carrying values in the normal course of business for the foreseeable future; and do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Contact Gold's continuation as a going concern depends on its ability to successfully raise financing through the issuance of debt or equity.

Although the Company has been successful in the past in obtaining financing, there is no assurance that the Offering will close, or that the Company will be able to obtain adequate financing in the future or that such financing will be on terms acceptable to the Company, therefore giving rise to a material uncertainty, which may cast substantial doubt as to whether Contact Gold's cash resources and working capital will be sufficient to enable the Company to continue as a going concern for the Private Placement 12-month period after the date that the Consolidated Financial Statements are issued. Circumstances that could impair our ability to raise additional funds, or our ability to undertake transactions, are discussed in this Offering Circular under the heading "Risk Factors", and in this MD&A under heading "Known Trends and Uncertainties". In particular, the Company's access to capital and its liquidity will be impacted by global macroeconomic trends, the significant global impacts from the Covid-19 coronavirus outbreak, fluctuating commodity prices and investor sentiment for the mining and metals industry.

Consequently, management pursues various financing alternatives to fund operations and advance its business plan, including most recently the 2020 Private Placement, and on August 6, 2020, we filed this Offering Circular in connection with this Offering, as amended on August 31, 2020, September 22, 2020 and September 23, 2020.

There is no assurance that we will be able to raise the necessary funds through capital raisings in the future.

Capital Management

Contact Gold manages its capital in order to meet short term business requirements, after taking into account cash flows from operations, expected capital expenditures and Contact Gold's holdings of cash. To facilitate the management of its capital requirements, Contact Gold prepares annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. On an ongoing basis, management evaluates and adjusts its planned level of activities, including planned exploration, development, permitting activities, and committed administrative costs, to ensure that adequate levels of working capital are maintained. We believe that this approach, given the relative size and stage of Contact Gold, is reasonable.

There may be circumstances where, for sound business reasons, funds may be re-allocated at the discretion of the Board or management of Contact Gold. While we remain focused on our plans to continue exploration and development on the Contact Properties, we may (i) conclude to curtail certain operations; or (ii) should we enter into agreements in the future on new properties we may be required to make cash payments and complete work expenditure commitments under those agreements, which would change our planned expenditures.

There are no known restrictions on the ability of our affiliates to transfer or return funds amongst the group.

Additional Risks Associated With Financial Instruments

Contact Gold is exposed in varying degrees to a variety of financial instrument related risks. The Company's financial instruments consist of cash, receivables, accounts payable and accrued liabilities, the Contact Preferred Shares and the Embedded Derivatives. It is management's opinion that with the exception of the Contact Preferred Shares and the Embedded Derivatives: (i) the Company is not exposed to significant interest, currency or credit risks arising from its financial instruments, and (ii) the fair values of these financial instruments approximate their carrying values unless otherwise noted in these Annual Statements.

Contact Preferred Shares, the Embedded Derivatives, and the Cobb Creek Obligation are each considered to be Level 3 type financial liabilities, with each determined by observable data points, in particular the Company's share price, the rate of CAD/US$ foreign and the Company's credit spread, with reference to current interest rates and yield curves.

The type of risk exposure and the way in which such exposure is managed is provided as follows:

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Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Contact Gold's credit risk is primarily attributable to its liquid financial assets. Contact Gold limits exposure to credit risk and liquid financial assets through maintaining its cash with high credit quality banking institutions in Canada and the USA. Contact Gold mitigates credit risk on these financial instruments by adhering to its investment policy that outlines credit risk parameters and concentration limits. As at December 31, 2019, the balance of cash held on deposit was $0.8 million (December 31, 2018: $0.5 million). As at June 30, 2020 the balance of cash held on deposit was $0.6 million. The Company has not experienced any losses in such amounts and believes it is not exposed to any significant risks on its cash in bank accounts.

Interest Rate Risk

Contact Gold is subject to interest rate risk with respect to its investments in cash. Contact Gold's current policy is to invest cash at floating rates of interest, and cash reserves are to be maintained in cash and cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders. Fluctuations in interest rates when cash and cash equivalents mature impact interest income earned.

Market Risk - Foreign Exchange

The significant market risk to which the Company is exposed is foreign exchange risk. The results of the Company's operations are exposed to currency fluctuations. To date, the Company has raised funds entirely in Canadian dollars. The majority of the Company's mineral property expenditures, will be incurred in United States dollars. The fluctuation of the Canadian dollar relation to the US$ will consequently have an impact upon the financial results of the Company.

A 1% increase or decrease in the exchange rate of the US dollar against the Canadian dollar at December 31, 2019 would have resulted in a $1,053 increase or decrease respectively, in the Company's cash balance (June 30, 2020: $980).  The Company has not entered into any derivative contracts to manage foreign exchange risk at this time. A significant portion of the Company's cash balance may be held in USD in any given period.

Fair Value Estimation

With the exception of the Contact Preferred Shares, and other non-current liabilities, the carrying value of Contact Gold's financial assets and liabilities approximates their estimated fair value due to their short-term nature.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgements, estimates, and assumptions that affect the reported amounts of assets, liabilities, and expenses. A detailed presentation of all of Contact Gold's significant accounting policies and the estimates derived there from is included in Note 2 to the Annual Statements.

While all of the significant accounting policies are important to Contact Gold's consolidated financial statements, the following accounting policies and the judgments and estimates applied thereon have been identified as being critical:

Judgments

In the process of applying accounting policies for Contact Gold, management has made the following judgments, which have the most significant effect on the amounts recognised in the financial statements.

i)Exploration property acquisition and transaction costs

The application of Contact Gold's accounting policy for exploration property acquisition and transaction costs requires judgment to determine the type and amount of such costs to be deferred. Furthermore, judgment is required to determine whether future economic benefits are likely, from either future exploitation or sale, or whether activities have not reached a stage that permits a reasonable assessment of the existence of reserves.

Relatively significant costs may be incurred when evaluating, pursuing and completing an acquisition, with such costs often included amongst legal and advisory fees incurred as part of more general consultation and advisory services. Pursuant to U.S. GAAP, only those direct, incremental costs of any such acquisition can be deferred; accordingly, judgment may be required in determining which of the expenditures are eligible for deferral.

Resource exploration is a speculative business and involves a high degree of risk. There is no certainty that the expenditures made by Contact Gold in the exploration of its property interests will result in discoveries of commercial quantities of minerals. Exploration for mineral deposits involves risks which even a combination of professional evaluation and management experience may not eliminate. Significant expenditures are required to locate and estimate ore reserves, and further the development of a property.

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Capital expenditures to bring a property to a commercial production stage are also significant. There is no assurance Contact Gold has, or will have, commercially viable ore bodies. There is no assurance that the management will be able to arrange sufficient financing to bring ore bodies into production.

ii)Review of asset carrying values and impairment assessment

At each reporting date, management assesses the possibility of impairment in the carrying value of long-lived assets, including capitalized acquisition costs, development costs, and prepaid claims maintenance fees, whenever events or circumstances indicate that the carrying amounts of the asset or asset group may not be recoverable. An impairment is determined to exist if the total projected future cash flows on an undiscounted pre-tax basis are less than the carrying amount of a long-lived asset or asset group. An impairment loss is measured with reference to the amount by which the carrying amount of the asset exceeds its fair value using market participant assumptions. Such fair value is determined with reference to ASC 820, "Fair Value Measurements and Disclosures", as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Where practical, management calculates the estimated undiscounted future net cash flows relating to the asset or asset group using estimated future prices, proven and probable reserves and other mineral resources, and operating, capital and reclamation costs. In the case of exploration properties for which it is not possible to determine cash flow information, management considers, among other things, enterprise value to hectare (the size of the respective properties) as compared to that of a select group of peer companies' mineral property assets, an estimate of potential sales proceeds as compared to the carrying value of the property, and other similar factors which may indicate or question the potential economic value of an exploration property.

Management's estimates of mineral prices, mineral resources, foreign exchange rates, production levels, operating capital requirements and reclamation costs are subject to risk and uncertainties that may affect the determination of the recoverability of the long-lived asset. It is possible that material changes could occur that may adversely affect management's estimates.

iii)Embedded Derivatives

In determining the fair value of the Embedded Derivatives on the date of issue it was necessary for Contact Gold to make certain judgments relating to the probability and timing of a change of control. The nature of this judgment, and the factors management considered in determining the resultant calculation is inherently uncertain, and subject to change from period to period. Such changes could materially affect the fair value estimate of the Embedded Derivatives and the change from period to period.

Estimates and assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the carve-out financial statements and the reported amounts of expenses during the reporting period. Management of Contact Gold have evaluated estimates and assumptions related to asset valuations, asset impairment, and loss contingencies. Management bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the other sources. The actual results experienced by Contact Gold may differ materially and adversely from the estimates presented in these financial statements. To the extent there are material differences between estimates and the actual results, future results of operations will be affected. The key assumption concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, is as follows:

i)Exploration and evaluation expenditures

Exploration property acquisition costs are capitalized. Development costs are capitalized only when it has been established that a mineral deposit can be commercially mined, and a decision has been made to formulate a mining plan. In addition to applying judgment to determine whether future economic benefits are likely to arise from Contact Gold's exploration and evaluation assets or whether activities have not reached a stage that permits a reasonable assessment of the existence of reserves, management must apply a number of estimates and assumptions.

The publication of a resource pursuant to applicable securities laws and guidance is itself an estimation process that involves varying degrees of uncertainty depending on how the resources are classified (i.e., measured, indicated or inferred). The estimates and related determination of potential project economics directly impact when Contact Gold capitalizes exploration property acquisition costs and development expenditures. Any such estimates and assumptions may change as new information becomes available. If, after development expenditures are capitalised, information becomes available suggesting that the recovery of such expenditure is unlikely, the relevant capitalised amount is written off in the statement of loss and other comprehensive loss in the period when the new information becomes available.

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Contact Gold based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market change or circumstances arising beyond the control of Contact Gold. Such changes are reflected in the assumptions when they occur.

ii)Fair Value of Share Based Payments

As it relates to equity remuneration, this calculated amount is not based on historical cost, but is derived based on assumptions (such as the expected volatility of the price of the underlying security, expected hold period before exercise, dividend yield and the risk-free rate of return) input into a pricing model. The model requires that management make forecasts as to future events, including estimates of: the average future hold period of issued stock options before exercise, expiry or cancellation; future volatility of Contact Gold's share price in the expected hold period; dividend yield; and the appropriate risk-free rate of interest. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 9 to the Annual Statements. The resulting value calculated is not necessarily the value that the holder of the equity compensation could receive in an arm's length transaction, given that there is no market for the options and they are not transferable.

The assumptions used in these calculations are inherently uncertain. Changes in these assumptions could materially affect the related fair value estimates.

iii)Financial Liabilities, including Embedded Derivatives

In determining the fair value of the Embedded Derivatives on the date of issue of US$ 5,066,520 ($6,846,649), it was necessary for Contact Gold to make certain assumptions to derive the effective interest rate used in calculating Contact Gold's credit spread, as well as assumptions relating to the probability and timing of a change of control, exercise of the early redemption option, share price volatility, and future fluctuations in the rate of foreign exchange between the Canadian and United States dollar.

There is an inverse correlation of the fair value of the Embedded Derivative and the US$-denominated value of the Contact Shares on the TSXV. The impact of changes in estimates as to the exercise of the probability and timing of a change of control, are generally correlated, however, the calculation of such is also impacted by changes to the different risk-free rate curves, further impacting the fair value of the Embedded Derivative. There is significant complexity to the interplay and impact of these various inputs and the quantum resultant from these relationships which is further influenced by changes to management's assumptions as to the potential exercise and timing thereof of the COCROption and the EROption. Accordingly, there may be significant volatility to the fair value of the Embedded Derivative from period to period. Contact Gold based its assumptions and estimates on parameters relevant to the June 7, 2017 issue date of the Contact Preferred Shares, and then again as at each of December 31, 2019, 2018 and 2017, and June 30, 2020 and 2019.

Similarly, Contact Gold made certain assumptions to determine the appropriate effective interest rate in calculating the fair value of the Cobb Creek Obligation, with such determination made in alignment with the rate determined to fair value the Embedded Derivatives.

The assumptions used in these calculations are inherently uncertain. Existing circumstances and assumptions about future developments, may change due to market change or circumstances arising beyond the control of Contact Gold. Such changes could materially affect the related fair value estimate, and are reflected in the assumptions when they occur. Factors that could affect these estimates are discussed in this Offering Circular, under the heading, "Risk Factors". Subject to the impact of such risks, the carrying value of Contact Gold's financial assets and liabilities approximates their estimated fair value.

Changes in Accounting Policies and New Accounting Pronouncements

For information on Contact Gold's accounting policies and a summary of new accounting pronouncements, please refer to our disclosures in the Annual Statements at Note 2(p).

Preliminary internal discussions have begun in order to evaluate the consequences of the new pronouncements, but the full impact has yet to be assessed.

Off-Balance Sheet Arrangements and Legal Matters

Contact Gold has no off-balance sheet arrangements, and there are no outstanding legal matters of which management is aware.

Proposed Transactions

There are no proposed material transactions. However, as is typical of the mineral exploration and development industry, management of Contact Gold continually review potential merger, acquisition, investment, and joint venture transactions and opportunities that could enhance shareholder value. There is no guarantee that any contemplated transaction will be concluded.

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Industry and economic factors that may affect our business

Economic and industry risk factors that may affect our business, in particular those that could affect our liquidity and capital resources, are as described under the heading "Risk Factors" in this Offering Circular. In particular, there are currently significant uncertainties in capital markets impacting the availability of equity financing for the purposes of mineral exploration and development. We anticipate having to rely on financing undertaken by Contact Gold in order to continue to fund activities.

Certain uncertainties relating to the global economy, political uncertainties and increasing geopolitical risk, increased volatility in the prices of gold, copper, other precious and base metals and other minerals, as well as increasing volatility in the foreign currency exchange markets may impact Contact Gold's business and accordingly, may impact our ability to remain a going concern.

A comprehensive discussion of Contact Gold's risks and uncertainties is set out in this Offering Circular. The reader is directed to carefully review this discussion for a proper understanding of these risks and uncertainties.

Subsequent Events Not Otherwise Described Herein

With the exception of transactions and activities described in this Offering Circular, there were no subsequent events after period end.

Scientific and Technical Disclosure

The Contact Properties are all early stage and do not contain any mineral resource estimates as defined by NI 43-101. There are no assurances that the geological similarities to projects mentioned herein operated by GSV or NGM LLC, or other project along the Carlin Trend, will result in the establishment of any resource estimates at any of Contact Gold's property interests including Pony Creek, or that the Pony Creek can be advanced in a similar timeframe. The potential quantities and grades disclosed herein are conceptual in nature and there has been insufficient exploration to define a mineral resource for the targets disclosed herein. It is uncertain if further exploration will result in targets on any of the Contact Properties being delineated as a mineral resource.

The scientific and technical information contained in this MD&A has been reviewed and approved by Vance Spalding, CPG, Vice President Exploration, Contact Gold, who is a "qualified person" within the meaning of NI 43-10.

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BUSINESS

The following discussion should be read in conjunction with the accompanying financial statements, management's discussion and analysis and related notes included elsewhere in this Offering Circular.

Business Objectives and Operations

Contact Gold is a gold exploration company focused on discovering and developing oxide gold targets and making district-scale gold discoveries in Nevada.

The Contact Properties are on Nevada's Carlin, Independence, Cortez, and Northern Nevada Rift gold trends which host numerous gold deposits and mines. Contact Gold controls a significant land position comprising target-rich mineral tenure which hosts numerous known gold occurrences, ranging from early- to advanced-exploration and resource definition stage. The Company has also optioned the Cobb Creek property to a third-party. As at the date of this Offering Circular, Contact Gold's properties comprise, in aggregate, approximately 140 km² of unpatented mining claims and mineral tenure.

The Company is currently focused on advancing the Green Springs Project and the Pony Creek Project. The Green Springs Project is located near the southern end of the Cortez Trend of Carlin-type gold deposits in White Pine County, Nevada. The Pony Creek Project is located in Elko County, Nevada.

The Company has focused on generating exploration drill targets at each of the Green Springs Project and the Pony Creek Project through extensive geological mapping, geophysical surveys, rock and soil sampling, structural analysis and fossil age dating. Preliminary metallurgical test work at both properties has demonstrated gold recoveries.

See "The Pony Creek Project" and "The Green Springs Project" under the header "Description of Property" in this Offering Circular.

Recent Developments

•To maintain financial flexibility, the Company filed a short-form base shelf prospectus (the "Shelf Prospectus") with the Commissions on October 24, 2018. The Shelf Prospectus will, subject to securities regulatory requirements, enable Contact Gold to make offerings in Canada of up to $30 million of any combination of Common Stock of the Company, debt securities, subscription receipts, units and warrants (all of the foregoing, collectively, the "Securities") during the 25-month period that the Shelf Prospectus, including any amendments thereto, remains valid. The specific terms of any future offering of Securities will be established in a prospectus supplement to the Shelf Prospectus (a "Prospectus Supplement"), filed with the applicable Canadian securities regulatory authorities.

•On March 14, 2019, the Company closed a private placement financing (the "2019 Private Placement") issuing 9,827,589 Contact Shares, at a price of $0.29 per Contact Share (the "PP Price") for gross proceeds of $2,850,001. Each Contact Share was accompanied by one Right which entitled the holder thereof to a certain number of additional Contact Shares upon conversion of the Right, with such number of additional Contact Shares to be determined, subject to the rules and limitations of the TSXV, upon the earlier of the following "Conversion Scenarios":

othe closing of a public offering registered of qualified under the Securities Act (a "Qualified Offering")

oa Change of Control of Contact Gold; or

oone year following the closing date of the 2019 Private Placement (the "Time Deadline").

In each instance a participant in the 2019 Private Placement would receive that number of additional Contact Shares such that the average price per Contact Share issued in aggregate was effectively discounted from the PP Price, determined as follows:

oif the offering price of common stock sold in a Qualified Offering was greater than the initial placement price, the number of additional Contact Shares would be that which provides a 5% discount to that initial placement price;

oif the offering price of Contact Shares sold in a Qualified Offering was equal to or less than the initial placement price, the number of additional Contact Shares would be that which provides a 10% discount to that Qualified Offering price;

oin the event of a Change of Control, the number of additional Contact Shares would be that which provides a 5% discount to that initial placement price; or

oin the event of conversion at the Time Deadline, the number of additional Contact Shares would be that which provides the maximum allowable discount prescribed pursuant to the rules of the TSXV.

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•On May 22, 2019, pursuant to (i) a Prospectus Supplement, and (ii) a Regulation A Offering, which includes a U.S. Offering Statement, filed with the SEC, the Company closed an offering of 20,000,000 Contact Shares at a price of $0.20 per Contact Share (the "2019 Prospectus Offering") for gross proceeds of $4,000,000.

•Pursuant to having closed the 2019 Prospectus Offering at a price per Contact Share lower than the initial placement price, the Qualified Offering criterion was met, and the Rights were converted on May 22, 2019 resulting in the issuance of 2,047,398 additional Contact Shares. As a consequence of the conversion of the Private Placement Rights, the effective price per Contact Share issued in the 2019 Private Placement (the "Placement Price") was $0.24.

•On July 23, 2019, Contact Gold and Clover Nevada entered into a purchase option agreement (the "Green Springs Option") with subsidiaries of Ely Gold Royalties Inc. ("Ely Gold"), whereby Clover shall have an option to purchase a 100% interest in the (approximately) 16.4 km² Green Springs gold property.

Contact Gold issued 2,000,000 Contact Shares and paid $40,904 in cash to Ely Gold to secure 100% interest in the Green Springs property. Total additional consideration to satisfy the Green Springs Option is as follows:

oUS$ 50,000First Anniversary

oUS$ 50,000Second Anniversary

oUS$ 50,000Third Anniversary

oUS$ 100,000Fourth Anniversary

Anniversary payment amounts may be made in cash or in Contact Shares at Contact Gold's election, subject to regulatory and contractual minimum values of the Common Stock. Payment of all amounts can be accelerated and completed at any time. The Company is also required to pay all mining claim maintenance and rental fees and all amounts otherwise due and payable to third parties pursuant to the underlying agreements in respect of the Green Springs Project.

•On March 27, 2020, the Company announced a non-brokered private placement of up to $750,000 (the "2020 Private Placement"). Under the 2020 Private Placement, up to 7,500,000 units of Company ("Private Placement Units") were issuable at a price of C$0.10 per Private Placement Unit. Each Private Placement Unit consists of one Contact Share and one Contact Share purchase warrant ("Private Placement Warrant"). Each Private Placement Warrant entitles the holder to acquire one Contact Share at an exercise price of $0.15 for a period of 2 years (the "Expiry Date").

In the event that at any time between four months and one day following the closing date and the Expiry Date, the Contact Shares trade on the TSXV at a closing price which is equal to or greater than $0.30 for a period of ten consecutive trading days, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof and in such case the Warrants will expire on the 30th day after the date such notice is provided. There can be no assurance that the 2020 Private Placement will be completed proposed, or at all.

•At Pony Creek the Company reported final results from the 4,660m 2019 drilling program (the "2019 Pony Creek Drill Program"), further extending previously-defined oxide gold mineralization, and continuing to deliver shallow intervals of gold mineralization typical of many currently producing Carlin-type gold systems in Nevada. The Company also added and enhanced several drill targets, including: "Mustang", "Elliott Dome", "Palomino", "DNZ", and "Pony Spur". Approval of a Plan of Operations was received in June 2020.

•At Green Springs the Company drilled 1,300 m in 10 holes in a maiden drill program, identifying oxide gold where it was previously not identified.

•On September 2, 2020, announced the start of drilling at Green Springs, with a planned focus initially for one RC rig to drill at the property's Echo Zone, and then carry on at targets along the know gold trend to test the potential for the Pilot Shale to host Carlin-type gold mineralization,  as well as at the Tango, Foxtrot, and Whiskey target areas where the Pilot Shale/Devils Gate Limestone contact is exposed at surface.

Three-Year History

Corporate

Over the most recently completed financial year and preceding periods, the following events have contributed to Contact Gold's development:

2017

•In February 6, 2017, Carlin completed a private placement of common shares, whereby Carlin issued an aggregate of 5,315,000 common shares at $0.50 per common shares for aggregate gross proceeds of $2,657,500.

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•March 17 and 22, 2017, Carlin completed two tranches of a private placement of subscription receipts (the "Subscription Receipts"), whereby Carlin issued an aggregate of 18,500,000 Subscription Receipts at a price of $1.00 per Subscription Receipt for aggregate proceeds of $18,500,000.

•June 7, 2017, Winwell and Carlin completed a series of (the "Transactions") with Carlin and Waterton Previous Metals Fund II Cayman, LP ("Waterton") that resulted in the acquisition of Clover Nevada, and accordingly the Contact Properties from a subsidiary of Waterton. At the time, the Contact Properties comprised of a portfolio of 2,762 unpatented mining claims distributed over 13 gold properties located in Nevada. In connection with the completion of the Transactions Winwell consolidated its share capital on the basis of eight (8) (existing) common shares for one (new) common share, and effected a legal continuance into the State of Nevada and a name change to Contact Gold Corp. The Subscription Receipts were also converted on a one-for-one basis into a total of 18,500,000 common shares of Carlin, which upon completion of the Arrangement, the continuance and name change, automatically became shares of Common Stock.

•On closing of the Transactions, a governance and investor rights agreement dated June 7, 2017 among Contact Gold, Waterton, Matthew Lennox-King, Andrew Farncomb, John Dorward, Mark Wellings and George Salamis (the "Governance and Investor Rights Agreement") and an investor rights agreement dated June 7, 2017 between Contact Gold and Goldcorp (the "Goldcorp Investor Rights Agreement") were entered into.

•On June 15, 2017, the Common Stock commenced trading on the TSXV trading under the ticker symbol "C".

•On September 13, 2017, Contact Gold acquired the Pony Spur property covering approximately 0.5 km² of prospective mineral tenure adjacent to the Pony Creek Project, located approximately 25 km south of Elko, Nevada. Total consideration for the acquisition of Pony Spur was US$50,000 in cash, 75,000 shares of Common Stock and the reimbursement of claims fees. Contact Gold also acquired the Poker Flats property adjacent to its Dixie Flats gold property for total consideration of US$25,000 in cash and 37,500 shares of Common Stock.

2018

•On February 6, 2018, Contact Gold acquired an additional 109 unpatented mining claims known as the Lumps, Umps and East Bailey properties, (together, "East Bailey") covering 9.1 km² of prospective mineral tenure adjacent to the Pony Creek Project, in exchange for 250,000 Contact Shares, and the grant of a 2% NSR on certain portions of the East Bailey property which did not already have royalties in place. Existing royalties over certain portions of the East Bailey property comprise a 3% NSR, with an option to reduce such royalty to 1%. East Bailey also carries an escalating advance royalty payment obligation, the first amount of which (US$10,000) has been paid.

•On October 24, 2018, the Company filed the Shelf Prospectus in order to provide the Company with greater flexibility to raise capital over the 25-month period through which the Shelf Prospectus is valid and the filing of the Pony Creek Technical Report.

•On November 27, 2018, Contact Gold closed the sale of the "Santa Renia" and "Golden Cloud" properties to Waterton Nevada (the "Property Sale"); neither portfolio project was going to be explored by the Company in the near term. The property sale generated approximately $640,000 (US$485,975) in cash to advance Contact Gold's strategic plan and reduce land holding costs.

2019

•The Company reported final results from the 2019 exploration program at Pony Creek, and completed an initial drill program at Green Springs.

•On March 14, 2019, the Company closed the 2019 Private Placement.

•On May 19, 2020 the Common Stock commenced trading on the OTCQB trading under the ticker symbol "CGOL".

•On May 22, 2019, the Company closed the 2019 Prospectus Offering.

•On July 23, 2019 the Company entered into the Green Springs Option, securing an option to purchase 100% interest in Green Springs.

•On September 30, 2019 the Company announced the execution of an option agreement to sell the Cobb Creek property to Fremont.

•During the year, the Company decided to abandon those mineral property claims that promise the Dry Hills and Rock Horse properties.

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2020

•On July 23, 2020 the Company issued 362,941 Shares to Ely Gold in satisfaction of the first year anniversary payment under the option agreement to acquire the Green Springs Project.

•On August 6, 2020 the Company filed the Green Springs Technical Report.

•On August 6, 2020, the Company filed a preliminary Offering Circular in connection with this Offering.

•On August 6, 2020, the Company signed a binding term sheet with Waterton regarding the redemption and conversion of the Preferred Stock.

•On August 10, 2020, the Company filed amendment No. 1 to the preliminary Offering Circular in connection with this Offering.

•On August 31, 2020, the Company filed amendment No. 2 to the preliminary Offering Circular in connection with this Offering.

•On September 22, 2020, the Company filed amendment No. 3 to the preliminary Offering Circular in connection with this Offering.

• On September 23, 2020, the Company filed amendment No. 4 to the preliminary Offering Circular in connection with this Offering.

Competitive Conditions

The mining business is competitive in all phases of exploration, development and production. Contact Gold competes with a number of other exploration and mining companies in the search for, and acquisition of, mineral properties, many of whom have greater financial resources. As a result of this competition, Contact Gold may be unable to acquire attractive mineral properties in the future on terms it considers acceptable. Contact Gold also competes for financing with other resource companies, many of whom have greater financial resources and/or more advanced properties. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to Contact Gold.

The ability of Contact Gold to acquire properties largely depends on its success in exploring and developing its present properties and on its ability to select, acquire and bring to production suitable properties or prospects for mineral exploration and development. Contact Gold may compete with other exploration and mining companies for the procurement of equipment and for the availability of skilled labour. Factors beyond the control of Contact Gold may affect the marketability of minerals mined or discovered by Contact Gold. See "Risk Factors" in this Offering Circular.

Industry and economic factors that may affect our business

We anticipate having to rely on financings through the issuances of Common Stock in order to continue to fund activities. There are significant uncertainties in capital markets impacting the availability of equity financing for the purposes of mineral exploration and development. Certain uncertainties relating to the global economy, political uncertainties and increasing geopolitical risk, increased volatility in the prices of gold, copper, other precious and base metals and other minerals, as well as increasing volatility in the foreign currency exchange markets may also impact the Company's business and our ability to raise new capital, and accordingly, may impact our ability to remain a going concern.

Contact Gold's operations are also exposed to various levels of regulatory, economic, political and other risks and uncertainties which may impact the Company's business and our ability to raise new capital. There can be no assurance that Contact Gold will be able to comply with any a changing regulatory, economic or political environment. See "Risk Factors" in this Offering Circular.

Environmental Regulation

Contact Gold's exploration and development activities, as well as any current or future operations, are subject to environmental laws and regulations in the jurisdictions in which it operates. See "Risk Factors". Contact Gold maintains, and anticipates continuing to maintain, a policy of operating its business in compliance with all environmental laws and regulations.

Cycles

Given the general weather conditions and exploration season in North Central Nevada, Contact Gold's exploration and evaluation asset expenditures tend to be greater from April to December than in the rest of the year.

Employees

As at the date of this Offering Circular, Contact Gold has 6 employees located in Canada and 2 employees located in Nevada. Contact Gold also operates through sub-contractors and consultants.

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Significant Acquisitions

None, other than those described herein relating to the Transactions which closed on June 7, 2017.

Significant Dispositions

No significant dispositions have been completed by the Company since the commencement of its financial year ended December 31, 2019.

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DESCRIPTION OF MINERAL PROPERTY INTERESTS

The Pony Creek Project

Unless stated otherwise, the information in this section is summarized, compiled or extracted from the Pony Creek Technical Report. Material differences and changes that have occurred subsequent to the effective date of the Pony Creek Technical Report have been summarized in this Offering Circular under heading "The Pony Creek Project - Recent Developments". The Pony Creek Technical Report was prepared in accordance with NI 43-101 and has been filed with the securities regulatory authorities in all of the provinces and territories of Canada, except Québec. The disclosure in this Offering Circular derived from the Pony Creek Technical Report and updates as to recent developments at Pony Creek have been prepared with the consent of Mr. Spalding, Vice-President, Exploration of the Company, who is a qualified person within the meaning of NI 43-101.

The Pony Creek Technical Report is subject to certain assumptions, qualifications and procedures described therein. Reference should be made to the full text of the Pony Creek Technical Report, which has been filed with the applicable Canadian securities regulatory authorities pursuant to NI 43-101 and is available for review under the Company's issuer profile on SEDAR at www.sedar.com. The Pony Creek Technical Report is not and shall not be deemed to be incorporated by reference in this Offering Circular.

Property Description and Location

The Pony Creek property is comprised of 1,345 unpatented lode mining claims located on federal lands managed by the BLM covering approximately 107 square kilometers in the southern part of the Piñon Range in Elko County, Nevada (see Figure 1 below). The property is centered at approximately 40°21′10″N, 115°58′20″W, in the southern portion of the Carlin gold trend, approximately 27 kilometers south of the presently producing Emigrant gold mine of Nevada Gold Mines LLC ("NGM LLC") (previously of Newmont Mining Corporation ("Newmont")) and 11 kilometers south of Gold Standard Ventures' Pinion and Dark Star gold deposits (see Figure 2 below).

Ownership of the unpatented mining claims is in the name of the holder (locator), subject to the paramount title of the United States, under the administration of the BLM. Under the General Mining Act of 1872, which governs the location of unpatented mining claims on federal lands in the United States, the locator has the right to explore, develop, and mine minerals on unpatented mining claims without payments of production royalties to the U.S. government, subject to the surface management regulation of the BLM. Annual claim maintenance and County filing fees are the only government payments related to the unpatented mining claims, and these fees, totalling US$224,625 annually have been paid in full through September 1, 2019. Other annual holding costs for 68 leased claims through September 14, 2019 were US$10,000.

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Figure 1 - Location Map, Pony Creek Project

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Figure 2 - Property Map for the Pony Creek Project

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Royalties and Agreements

In December 2016, Winwell entered into a securities exchange agreement with Waterton to acquire the Contact Properties. The consideration for the acquisition of the Contact Properties was a cash payment by Contact Gold (Winwell following completion of the Arrangement) of $7.0 million and the issuance to Waterton of Common Stock of Contact Gold representing approximately 37% of the pro forma interest in Contact Gold and preferred shares of Contact Gold with a face value of $15 million.

The Pony Creek claims are subject to a royalty of 3.0% of the net smelter returns from any and all production and sale of minerals from the claims. The royalty is payable to Royalty Consolidation Company LLC ("RCC"), and its successors. RCC is an affiliate of Waterton. The claims owner may permanently reduce the royalty rate from 3.0% to 2.0% in exchange for the payment to RCC of US$1,500,000. The royalty reduction option expires on February 7, 2020.

Mineral production from the Pony Creek claims would be subject to the Nevada net proceeds tax ("NNPT"). For operations with annual gross proceeds over $4,000,000, the NNPT rate is 5%. For operations with gross proceeds less than $4,000,000 annually, the NNPT tax rate is dependent on the ratio of net proceeds to gross proceeds.

Environmental and Permitting

There are no known environmental liabilities within the Pony Creek property. Contact Gold currently has one Plan of Operations being prepared for submittal to the BLM for review and six notices of intent in place for exploration on Pony Creek.

Based on the personal observations of the author of the Pony Creek Technical Report (the "Pony Creek Technical Report Author"), there is no indication of encumbrances or known problems with legal access of the Pony Creek property, and the Pony Creek Technical Report Author was not aware of any land use or conflicting rights, or such other factors and risks that might affect title or the right to explore, beyond what is described in the Pony Creek Technical Report.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

Physiography

The Pony Creek property covers the crest of the Piñon Range at elevations ranging from 2,000 meters to about 2,400 meters within the Bailey Mountain and Robinson Mountain U.S.G.S. 7.5 minute topographic quadrangles. Most of the property comprises gently rolling to moderately steep, sagebrush- and grass- covered hills with a few juniper, mountain mahogany and pine trees.

Access to Property

From Elko, Nevada access to the property is generally by proceeding south via State Highway 227 (Lamoille highway) for a distance of 8.7 kilometers, then south on State Highway 228 past the town of Jiggs, for a total of 53.3 kilometers to the intersection with the Red Rock Ranch gravel county road. Proceeding west on the Red Rock Ranch road, after 2.1 kilometers bear left at the first intersection and bear left again at the next intersection after another 2.3 kilometers. After traveling 24.3 kilometers, you are on the Pony Creek eastern project boundary. To continue to the Bowl Zone, turn right on a two-track road and after 2.1 kilometers turn right on another two-track road and continue to the top of the range where the Bowl Zone is situated. Alternatively Pony Creek can be accessed from the west by travelling the Indian Pony road off State Highway 278.

Climate

The climate can be described as dry and montane. Temperatures are cool to cold during the winter, with occasional moderate snowfalls, and summers are warm with cool nights. The area is fairly dry during the summer. Total annual precipitation is about 23 centimeters per year, mostly as snow during the winter months. The climate is favorable for year-round mining. Road access for exploration may be limited or interrupted by snow and mud during December through April. Conditions can be highly variable from year to year.

Local Resources and Infrastructure

A highly-trained mining and industrial workforce is available at Elko, Carlin, Winnemucca, and Reno, Nevada, as well as in Salt Lake City, Utah. The project area is served by U.S. Interstate Highway 80, which passes about 45 kilometers to the north. Mining and industrial equipment, fuel, maintenance, and engineering services and supplies are available in Elko, as are telecommunications, a regional commercial airport, hospitals, and banking.

There are no inhabitants in the immediate project area and there is no electrical power at the project site, but ranch power is available a few miles away. Although the project area is generally hilly, flat areas are present and have the potential for sitting a processing plant, tailings storage areas, waste disposal areas, and leach pads.

Year-round surface water is not available within the property, and most of the springs dry up in August and September. No ground water has been encountered in airlift testing of Contact Gold's RC drill holes to date. A few holes have encountered very small volumes of ground water, but not enough to stop the pneumatic hammer from functioning. The drilled area to date appears to be mostly dewatered as is the case at the Bald Mountain mine to the south, and while detailed hydrological studies will need to be completed as part of any future mine planning, it would appear that dewatering requirements will be minimal in the areas that Contact has been drilling. Large water volumes were encountered in one of the Grandview 2017 holes drilled near the Red Rock Ranch in the lower elevations on the east side of the project.

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History

Silver, gold, copper, lead, and zinc were discovered approximately 22.5 kilometers north of the Pony Creek property in the central Piñon Range in 1869, at what was subsequently organized into the Railroad (or Bullion) mining district. The Railroad district was worked throughout the 1870s and 1880s, mainly for lead, copper, and silver. The district was later revived in 1905, and there was intermittent production through to the early 1940s.

In the southern Piñon Range, the Larrabee mining district was organized and covered two areas of shallow workings and prospects where small, but unrecorded, amounts of silver and copper may have been produced, as well as less than 1,000 tons of barite. Modern historical exploration in the southern Piñon Range commenced with regional stream-sediment sampling by Newmont in 1980. This led to the recognition of anomalous gold and arsenic in exposures of hydrothermally altered rhyolite within what is now the Pony Creek property. Table 1 below summarizes the historical exploration of the Pony Creek Project area.

Newmont located 180 claims at Pony Creek in the early 1980s and, beginning in 1981, conducted drilling programs intermittently through 1989. In 1987, NERCO drilled six RC holes, but it is not known if this was done under an agreement with Newmont or on ground not controlled by Newmont; the holes were drilled outside of the current property limits. Gold mineralization was intersected by Newmont's drilling in the south lobe of a rhyolitic intrusive body and in sedimentary rocks beneath the rhyolite, in what became to be known as the Bowl area. The results of Newmont's exploration program apparently did not meet their corporate objectives, and Newmont optioned the property to Westmont Mining, Inc. ("Westmont") in 1990. Westmont drilled 31 RC holes through 1992.

In April of 1993, Quest International Management Services, Inc. ("Quest") acquired Westmont and in 1994 formed a joint venture with Uranerz U.S.A., Inc. ("Uranerz") to explore the property. In 1995, the Uranerz joint venture was terminated. A total of 173 holes were drilled from 1981 through 1995.

Quest and Barrick Gold Exploration Inc. ("Barrick") formed a joint venture in August 1997. Barrick's main effort consisted of recompiling and reinterpreting drill hole and geophysical data generated by previous operators and conducting a controlled-source audio-magnetotelluric ("CSAMT") survey in the northern part of the claim block. The joint venture drilled 4 RC holes.

In 1999, Quest was acquired by the Standard Mining Co., which abandoned the Pony Creek property. Later that year, Mr. Carl Pescio located new claims over the mineralized rhyolite area and leased the property to the Homestake Mining Company ("Homestake") shortly afterward. Homestake drilled 5 RC holes and terminated their agreement with Mr. Pescio.

Nevada Contact Inc. ("Nevada Contact", unrelated to Contact Gold) optioned the property from Mr. Pescio in 2001 and drilled 8 RC holes in 2002 before terminating the agreement in early 2003. In July 2003, Mill City International Corp. ("Mill City") purchased the property from Mr. Pescio, who became an officer of Mill City.

Grandview Gold Inc. ("Grandview") entered into a letter option agreement with Mill City in 2004. Grandview carried out mapping and surface sampling, and in 2005 and 2006 drilled a total of 10 core holes.

A 2006 technical report on the Pony Creek project prepared for Vista Gold (the "Russell Report, 2006") presented regional gravity and total-field aeromagnetic maps compiled and interpreted by J. Wright in 2004. The Russell Report, 2006 did not specify the company that commissioned the Wright 2004 geophysical interpretations, so it is not clear if this work was done for Mill City or Grandview. These regional geophysical maps are presented in Figure 3 below.

By 2006 ownership of the Pony Creek property had been transferred from Mill City to the "Pescio Group". In mid-2006, Vista Gold Corp. ("Vista") acquired the Pony Creek property from the Pescio Group and, following a series of transactions, control of the property was assigned to Allied Nevada Gold Corp. ("Allied Nevada") in May 2007. Neither Vista nor Allied Nevada conducted exploration of the Pony Creek property, but the claims were maintained.

During 2007, Grandview drilled 13 RC holes. It is assumed by the Pony Creek Technical Report Author that Grandview's option, discussed above, survived through the change in property ownership to Allied Nevada.

Allied Nevada entered bankruptcy in March 2015. In June of the same year, a subsidiary of Waterton acquired Pony Creek, along with other exploration assets, through the bankruptcy process.

Contact Gold was formed pursuant to the Arrangement. As part of the Arrangement, Winwell continued into the State of Nevada and changed its name to Contact Gold, following which, Contact Gold acquired Clover Nevada from Waterton, which held the Pony Creek property, along with 12 other exploration stage properties in Nevada. No recorded mineral production has been attributed to the Pony Creek property and no workings larger than a few small prospect pits are known to exist.

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Table 1 -Exploration at Pony Creek Since 1980

Year	Operator	Drilling (holes)	Comments
1980	Newmont	none	Stream sediment sampling, 100 claims staked
1981-1982	Newmont	20 RC; 2 Core	Drilling, Mapping, soil sampling, aeromagnetic survey, 80 claims staked
1983-1985	Newmont	59 RC	Drilling, photogeologic study, structural analysis, soil sampling, mapping
1987	NERCO	6 RC	Drilling (west of claim boundary, or at Pony Spur?)
1987-1989	Newmont	40 RC	Mapping, Drilling at Bowl, Pot Holes, Picnic Ridge and Pony Spur?
1990	Westmont-Newmont JV	none	JV formed with Westmont operating
1991-1992	Westmont-Newmont JV	31 RC	Soil Sampling, induced Potential survey, Drilling
1993	Ramrod Gold Inc.	none	Westmont acquired by Ramrod Gold (Quest)
1994-1995	Uranerz U.S.A.	15 RC	Optioned from Quest, IP, ground magnetics, mapping, soil sampling
1996-1997	Quest International	none	Quest purchases Newmont interest
1997-1998	Barrick-Quest JV	4 RC	JV with Quest, compilation, rock sampling, drilling, CSAMT
1999	Homestake	none	Quest acquired by Standard mining, claims lapse, Pescio stakes, Homestake leases
2000	Homestake	5 RC	Homestake terminates lease
2001-2003	Nevada Contact	8 RC	Leases from Pescio, relog drill holes, CSAMT surveys, drilling
2003	Mill City International	none	Mill City purchases Pony from Pescio
2004-2007	Grandview Gold	10 Core; 13 RC	Options from Mill City/Pescio, mapping, drilling, Mill City option terminates
2006-2014	Vista gold / Allied Nevada	none	Vista acquires Pony Creek in 2006, spun-off to Allied Nevada in 2007, goes dormant
2015-2016	Waterton	none	Acquired out of Allied bankruptcy in 2015 by affiliates of Waterton
2017	Contact Gold	37 RC; 5 Core	Acquired from Waterton, drilling, gravity, CSAMT, soil and rock sampling, mapping
2018	Contact Gold	51 RC	Drilling, soil and rock sampling, CSAMT from GSV for northern Pony Creek, mapping
		306 total

Geological Setting and Mineralization

The Pony Creek project is situated in the south-central Carlin trend, a northwest-southeast alignment of sedimentary rock-hosted gold deposits and mineralization in the Basin and Range geologic province of western North America. The area of what is now known as the greater Carlin trend was within the passive, marine continental margin during early and middle Paleozoic time, which is the time of deposition of the oldest rocks observed in the area. A westward-thickening wedge of sediments was deposited along the continental margin, in which the eastern facies tended to be siltier and carbonate-rich shelf and slope deposits and carbonate platform deposits, while the western facies were primarily fine-grained siliciclastic sediments of deeper basin environments. The Carlin trend is proximal to the shelf-slope break, although the position of this break was not static over time.

A prominent structural feature of the Piñon Range is the Piñon Range anticline and the related "Piñon graben" (Abbott, 2003). Abbott (2003) considered the anticline to be related to the development of the Eocene Ruby Mountains metamorphic core complex, which overprinted the folds and faults of the Antler, Sonoma and Sevier fold and thrust belts. According to Abbott (2003) the Piñon Range anticline was overprinted by a Tertiary right-lateral wrench fault system.

Hydrothermal alteration at Pony Creek is reported to be characterized by the assemblage quartz-sericite- pyrite within the intrusive body in and near north-trending and northeast-trending faults. The fault zones are fragmental and/or brecciated, and contain very fine-grained quartz, sericite, and pyrite or limonite. Pyrite occurs both as disseminated grains and on fracture surfaces while limonite occurs after pyrite or is secondary in fractures. Away from the faults the intrusion becomes less altered, grading outward from a rock with relict feldspar ghosts to one with a distinct porphyritic texture. In the center of the intrusion, a granular texture in which the feldspars have been argillically altered is present, leaving open or clay- filled vugs. The intrusion locally contains 3% to 5% pyritized and chloritized hornblende crystals.

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Newmont geologists used the terms "sanded rhyolite" and "rhyolite sand" to describe the texture of the rhyolite intrusion in some of the altered and mineralized areas. They reported that sanded rhyolite consists of medium-grained, rounded clasts of glassy rhyolite breccia commonly occurring near the margins and at the base of the intrusion, and locally as narrow stockwork zones within the intrusion. The distribution and texture of the sanded rhyolite suggest that the unit formed in vitric chill margins and was apparently affected by subsequent hydrothermal activity.

Sedimentary rocks along the margins of the intrusion and immediately beneath it are silicified, decalcified, sulfidized, and variably oxidized near gold mineralized zones.

Almost all significant mineralization identified to date in surface exposures and drilling is spatially associated with the rhyolite intrusive body, either within it or in silicified and altered Mississippian- Permian clastic rocks immediately beneath and adjacent to the intrusion. This mineralization appears to be related to or controlled by north, northwest and northeast striking structures.

At the Pony Creek property, a porphyritic rhyolite intrusion of Eocene age is present near the axis of the Piñon Range anticline, emplaced as a north-south elongated body that is approximately 3.2 km long and 1.2 km wide. It is variably hydrothermally altered and locally mineralized. Almost all significant gold mineralization identified to date in surface exposures and drilling is spatially associated with the rhyolite intrusive body, either within it or in silicified and altered Mississippian-Permian clastic rocks immediately beneath and adjacent to the intrusion. This mineralization appears to be related to or controlled by north and north-east striking structures.

Bowl Zone

The presence of significant gold mineralization at the Bowl Zone was first established by Newmont. The mineralization is associated with oxidized and unoxidized marcasite, pyrite, and minor realgar and stibnite that occur along fractures and as disseminations in and beneath the rhyolite intrusion, as well as in the matrix of breccias in the intrusion. Newmont defined two continuous zones of mineralization in the Bowl area. One occurs along what is interpreted as a steeply dipping, north-trending structure that forms the eastern boundary of the Bowl area. The second lies to the west and forms a tabular, flat-lying zone or zones of mineralization that occur at, or on either side of, the lower contact of the rhyolite with the underlying Paleozoic sediments. Work by Contact Gold has identified a second, north-striking structure parallel to the eastern bounding fault. Drilling has shown that these three zones are continuously mineralized in some areas.

As presently defined by drilling, the Bowl area is somewhat continuously mineralized over a north-south strike length of about 1,400 meters, with maximum east-west extents of 600 meters and a maximum depth of about 200 meters. This area includes the three more continuously mineralized zones mentioned above. The high-angle, structurally-controlled mineralization along the eastern limits of the Bowl area is generally narrow, sinuous, and irregular, but can have substantial grades. For example, Newmont's hole PC-20 intercepted 22.9 meters of continuous gold mineralization starting at 124.97 meters that averages 7.17g Au/t, including a 6.1-meter interval of 15.99g Au/t. While this intercept is from a vertical RC hole, which therefore overstates the true thickness of the steeply dipping mineralization along the fault, the grade is consistent with adjacent holes. It seems likely that the mineralizing fluids in the Bowl area were at least partially focused along this high-angle north-south structure, which is near the eastern contact of the rhyolite intrusion in this area. The mineralized fault may be related to the reactivation of a structural zone that controlled the hypothetical dike-like roots of the flat-lying portions of the rhyolite intrusion.

Of Contact Gold's 93 holes drilled to date, 56 have been at the Bowl Zone. These holes were designed to: confirm and expand areas of mineralization intersected in historic holes, to gather cyanide solubility data to eventually develop an oxide model to target higher grade and better oxidized portions of the Bowl mineralization, to explore the edges of the current drill pattern where ore controls were thought to exist, and three deep core holes were completed in 2017 as recommended by Gustin (2017) to test for the Devil's Gate/Webb contact at depth beneath the high-grade portion of the Bowl Zone. The deepest hole, PC17-27 was drilled to a total depth of 977.4 meters where the hole remained in Pennsylvanian/Permian aged sedimentary rocks with abundant fusilinid fossils which are age diagnostic.

West Target

The West Target was generated by Contact Gold in 2017 based on geology, geochemistry, and geophysics, and was never drilled by previous explorers. A new, significant area of gold mineralization currently measuring 1 km in a north-south direction and 400 meters wide east-west at its maximum, was subsequently defined after the discovery hole, PC18-18 returned 0.42 g/t Au over 33.53 meters starting 4.57 meters below surface. Cyanide assays showed the intervals to be well oxidized with cyanide assays averaging 89% of fire assays for the entire interval in hole 18 and similar, strong recoveries in the other holes' cyanide assays.

Gold mineralization at the West Target is associated with a large silicified, north-striking rib of Pennsylvanian-Permian aged calcareous conglomerate (the same host at GSV's North Dark Star deposit to the north of Pony Creek). Gold grades are enhanced where multiple cross cutting NW and NE striking faults intersect the North-South Conglomerate ridge that occupies the Emigrant-Dark Star-Dixie-Bowl zone structural corridor. To date the best gold grades have been encountered on the east and west margins of this silicified conglomerate. Assays have been received for 16 holes to date, with all widely spaced holes returning anomalous to low grade gold intersections. It remains completely open for expansion, particularly to the north and south.

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Contact Gold drilling to date includes 23 holes at the West Target.

North Zone

Gold mineralization has been somewhat irregularly intersected in drilling in a broad area within and adjacent to the northern lobe of the rhyolite intrusion. The most continuous mineralization identified to date in this area occurs within two north-trending zones that occur within a larger northwest-trending zone of generally lower-grade and more erratically distributed mineralization.

The easternmost of the two north-trending zones includes the most significant and continuous gold mineralization in the North area. This approximately 40-meter wide mineralized zone occurs over a strike length of 200 meters, is open to the south, and is defined by holes PC-111, PC-121, PC-128, 95-07, 95-08, and PC-06-03. The most significant intercept, 16.8 meters @ 1.50 g Au/t, was returned from hole PC-121. The top of the mineralization lies 50 to 100 meters from the surface, with mineralized thicknesses of 15 to 30 meters. The mineralization within this zone is very similar to the Bowl area, with the gold occurring near the contact of rhyolite intrusion and underlying Pennsylvanian/Permian age calcareous sandstone and conglomerate units. Specific mineralized areas are shown in Figure 3 below.

As part of Westmont's 1992 drilling program, three holes (PC-129, PC-130, and PC-131) tested the possible northern extension of the eastern north-trending zone as it projects beyond the limits of the rhyolite intrusion. These three holes are the northernmost holes drilled at Pony Creek. PC-129, the southern of the three holes, intersected 42.7 meters grading 0.47 g Au/t starting at a down-the-hole depth of 26 meters. The gold mineralization in this hole is hosted in what was logged as weakly argillized arkosic sandstone with veinlets of very fine-grained pyrite and limonite-stained fractures. The next hole to the north, PC-130, intersected a large void and was abandoned; the void might be indicative of the targeted fault. The northernmost hole intersected unmineralized sedimentary rocks.

The eastern, possibly northwest-trending portion of the North area is predominantly characterized by anomalous to low-grade gold values within the rhyolite intrusion and Permian-Pennsylvanian units, although thin higher-grade zones were intermittently intersected.

The 11 holes drilled by Contact Gold at the North Zone were designed as offsets of previously mineralized holes, particularly Westmont hole 129.

Pony Spur

The Pony Spur Target was acquired in 2017 as part of Contact Gold's expansion of Pony Creek. The claims cover a regional-scale, northwest-striking fault that projects into the Bowl Zone and into the major SE flexure in the otherwise north-striking Emigrant/ Dark Star/ Pony Creek structural zone. Very strong silicification with a high barite and hematite content occurs within the Mississippian Chainman sandstone at Pony Spur. Contact Gold drilled three holes in 2018, with significant gold intersections in each hole. Two of the three intercepts were well oxidized with good gold recoveries in cyanide assays. Gold mineralization occurs at the Devonian Devil's Gate/Webb contact (same host as the Pinion deposit owned by Gold Standard Ventures and Alligator Ridge Mine owned by Kinross).

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Figure 3 - Mineralized Areas and Map of Drill Holes at the Pony Creek Property

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Exploration

Contact Gold began exploration at Pony Creek in late June, 2017 after 10 years of dormancy at the property. Contact Gold has completed 93 drill holes totalling 21,216 meters to the date of this Offering Circular. Drill programs were designed to confirm and expand known areas of historic drilling, with a focus on understanding the controls to mineralization as well as the degree and configuration of oxidation and the orientation of the higher grade gold mineralization, and to test new exploration targets that were developed through geological mapping, soil and rock geochemistry and gravity and CSAMT surveys.

Drilling

The project database includes data for 295 holes totalling 59,837 meters drilled at the Pony Creek project from 1981 through September 2018 as summarized in Table 2 (historical drilling) and Table 3 (Contact Gold drilling) below. Data is missing for 11 of the historic holes mentioned by Russell (2004). Seventeen of the holes were drilled with diamond core ("core") methods and the rest were RC drill holes. A total of 148 holes were inclined and 147 holes were vertical or near vertical. Of Contact Gold's 93 drill holes, only 27 were vertical, and a qualitative analysis of intercepts indicates that the angle holes more often intersect significant intervals of gold because those holes have a higher likelihood of intersecting high angle, structural controls to gold mineralization. Most of the holes mentioned by Michael Gustin in a technical report prepared for Contact Gold prior to completing the Arrangement ("Gustin, 2017") as being off the current Pony Creek boundary are now within Pony Creek due to the acquisition of the Pony Spur claims.

The available data are not complete enough to determine the relationship between the true thickness of the gold mineralization and the length of the mineralized intercepts in the drill holes. In most cases, the orientation of the mineralization is unknown.

The most significant intervals of gold mineralization encountered in the historical drilling are listed in Table 2 below.

Table 2 - Summary of Historical Drilling at the Pony Creek Project

Year	Company	RC Holes	RC Meters	Core Holes	Core Meters	Total Meters
1981-1982	Newmont	20	2,662.4	2	559.0	3,221.4
1983-1985	Newmont	59	8,240.3			8,240.3
1987	Newmont	16	1,799.5			1,799.5
1988	Newmont	3	576.1			576.1
1989	Newmont	16	2,619.8			2,619.8
1991-1992	Westmont	31	4,597.9			4,597.9
1994-1995	Uranerz	15	3,819.1			3,819.1
1997-1998	Barrick-Ques t	4	970.8			970.8
2000	Homestake	5	1,849.5			1,849.5
2002-2003	Nevada Contact	8	2,389.6			2,389.6
2005-2007	Grandview	13	3,912.1	10	4,589.7	8,501.8
2017	Contact Gold	37	7,604.9	5	2,784.1	10,389.0
2018	Contact Gold	51	10,862.6			10,862.6
Totals		278	51,904.7	17	7,932.8	59,837.4

No information is available concerning the drilling contractors, drill rig types and drilling methods used during the Newmont and NERCO drill programs from 1981 through 1989. The drilling done by the Westmont-Newmont joint venture in 1991 and 1992 was done by Hackworth Drilling of Elko, Nevada. In 1991, an Ingersoll-Rand PH600 truck-mounted RC drill was used and an MPD 1000 track-mounted drill was used. In 1992, a Schramm C650 track-mounted RC drill was used. No other information is available.

The Pony Creek Technical Report Author has been unable to obtain any information on the drilling contractors, drill rig types and drilling methods used during the Uranerz drilling in 1994-1995, or the drilling done by Barrick in July, 1998.

Database files indicate that the Homestake drilling in 2000, and the Nevada Contact drilling in 2001-2003 utilized RC drilling. Eklund Drilling of Elko, Nevada conducted the Homestake RC drilling using a track-mounted MPD 1500 drill. A track-mounted RC rig was also used by Nevada Contact for most of their 2002 holes, with a truck-mounted TH-75 RC rig used for hole PCK02-06A.

Mill City did not conduct any drilling on the property. Grandview completed 2 core holes in 2005 and resumed drilling in late July, 2006. The 2006 drilling was conducted by Boart Longyear using a core drill. Inspection of core stored in Lovelock, Nevada indicates the drilling was done with HQ-diameter core size. In 2007 Grandview drilled 12 RC holes, but no other information is available. Portions of the 10 core holes drilled by Grandview are stored in the Waterton Resources storage facility in Lovelock, Nevada, and have been recovered by Contact Gold.

The most significant intervals of gold mineralization encountered from Contact Gold's drilling are listed in Table 3 below. Of the 40 drill holes not listed in Table 3 below, only three did not contain a reportable gold intercept (minimum of 0.14 g/t Au over 3.05m).

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Table 3 - Summary of Significant Mineralized Intervals, Contact Gold Drilling at Pony Creek⁽¹⁾

Drill Hole	From (m)	To (m)	Au g/t	Interval (m)	Zone/Target	Metallurgy
PC18-01	28.96	56.39	0.91	27.43	Bowl Zone
including	35.05	50.29	1.18	15.24
	77.72	80.77	0.21	3.05
	92.97	99.06	0.32	6.10
	109.73	117.35	0.42	7.62
	121.92	129.54	0.91	7.62		Oxide
PC18-02	1.52	60.96	0.53	59.44	Bowl Zone	13.72m oxide
	74.68	77.72	0.20	3.05
	111.25	114.30	0.19	3.05
PC18-03	0.00	3.05	0.16	3.05	Bowl Zone	Oxide
	38.10	144.78	1.37	106.68
including	86.87	134.11	2.51	47.24		Oxide
PC18-04	50.29	143.26	1.00	92.97	Bowl Zone
including	68.58	74.68	4.00	6.10		Oxide
and including	109.73	124.97	1.82	15.24
and including	135.64	138.69	1.61	3.05		Oxide
PC18-05	22.86	32.00	0.33	9.14	Bowl Zone	Oxide
	85.35	88.39	1.08	3.05		Oxide
	99.06	102.11	0.13	3.05		Oxide
PC18-06	15.24	18.29	0.24	3.05	Bowl Zone
	24.38	27.43	0.15	3.05
	38.10	44.20	0.16	6.10
	67.06	80.77	0.15	13.72
	112.78	120.40	0.17	7.62
	129.54	164.59	0.35	35.05		Mixed
including	155.45	164.59	0.29	9.14		Oxide
	185.93	201.17	0.20	15.24		Oxide
PC18-07	0.00	25.91	0.18	25.91	Bowl Zone	Oxide
	25.91	38.10	0.16	12.19
	59.44	62.48	0.14	3.05
	132.59	135.64	0.24	3.05
	149.35	156.97	0.31	7.62
	163.07	166.12	0.19	3.05
	173.74	176.79	0.31	3.05		Oxide
PC18-08	161.55	170.69	0.19	9.14	Bowl Zone	Oxide
	184.41	208.79	0.21	24.48		Oxide
	301.76	306.33	0.25	4.57		Oxide
PC18-09	30.48	39.62	0.29	9.14	Bowl Zone	Oxide
PC18-10	39.62	42.67	0.19	3.05	Bowl Zone
	51.82	56.39	0.21	4.57
	62.48	70.10	0.19	7.62
PC18-11					Bowl Zone
PC18-12	103.63	124.97	0.61	21.34	Bowl Zone	Oxide
	144.78	147.83	0.18	3.05		Oxide
	163.07	166.12	0.17	3.05		Oxide
PC18-28	44.20	50.29	0.22	6.10	Bowl Zone
	88.39	92.97	0.33	4.57
	100.59	149.36	0.64	48.77
	178.31	181.36	0.15	3.05
	201.17	204.22	0.14	3.05
	364.24	367.29	0.45	3.05
	385.58	388.62	0.14	3.05
PC18-29	30.48	44.20	0.15	13.72	Bowl Zone
	88.39	123.45	0.34	35.05		Oxide
	129.54	164.59	0.31	35.05		Oxide

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Drill Hole	From (m)	To (m)	Au g/t	Interval (m)	Zone/Target	Metallurgy
	184.41	187.45	0.15	3.05		Oxide
PC18-30	3.05	15.24	0.14	12.19	Bowl Zone	Oxide
PC18-31	77.72	80.77	0.21	3.05	Bowl Zone	Oxide
	92.97	128.02	0.57	35.05		Oxide
including	99.06	103.63	1.77	4.57		Oxide
	149.35	163.07	0.38	13.72		Oxide
PC18-32	224.03	227.08	0.35	3.05	Bowl Zone	Oxide
	256.04	262.13	0.34	6.10		Oxide
PC18-33	41.15	92.97	0.31	51.82	Bowl Zone
	108.21	114.30	0.17	6.10
	131.07	135.64	0.19	4.57
	243.84	252.99	0.73	9.14
	266.70	301.76	2.42	35.05
including	274.32	298.71	3.15	24.38
	312.42	347.48	0.32	35.05
PC18-34	57.91	60.96	0.19	3.05	Bowl Zone
	67.06	71.63	0.16	4.57
	76.20	79.25	0.16	3.05
	83.82	91.44	1.58	7.62
including	85.35	88.39	3.09	3.05
	105.16	131.07	0.55	25.91		Mixed
PC18-35	74.68	79.25	0.25	4.57	Bowl Zone
	94.49	97.54	0.15	3.05
	112.78	115.83	0.15	3.05
	121.92	141.73	0.71	19.81
including	134.11	137.16	1.24	3.05
	214.89	220.98	0.27	6.10		Oxide
	263.66	266.70	0.15	3.05		Oxide
PC17-18	6.1	9.14	0.14	3.05	Bowl Zone
	13.72	28.96	0.21	15.24
	57.91	77.72	0.24	19.81
	97.54	115.83	0.3	18.29
	231.65	240.79	0.18	9.14
PC17-19	92.97	102.11	0.52	9.14	Bowl Zone
	149.35	153.93	1.75	4.57
	160.02	166.12	3.95	6.1
	172.21	175.26	0.56	3.05
PCC17-15	0	14.02	0.19	14.02	Bowl Zone
	108.36	114.76	0.43	6.4
	132.28	146.61	0.2	14.33
PCC17-11	109.42	128.02	0.26	18.59	Bowl Zone
	135.64	159.41	0.23	23.77
	172.21	176.18	0.23	3.96
PC17-29	51.82	60.96	0.32	9.14	Bowl Zone
	70.1	96.01	0.18	25.91
	102.11	117.35	0.48	15.24
	193.55	214.89	0.44	21.34
	220.98	243.84	0.37	22.86
PC17-30	18.29	24.38	0.17	6.1	Bowl Zone
	38.1	41.15	0.18	3.05
	51.82	56.39	0.21	4.57
	64.01	97.54	0.24	33.53
	143.26	147.83	0.37	4.57
	160.02	163.07	0.25	3.05
	207.27	236.22	0.22	28.96
	254.51	257.56	0.16	3.05
PC17-31	140.21	143.26	0.22	3.05	Bowl Zone

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Drill Hole	From (m)	To (m)	Au g/t	Interval (m)	Zone/Target	Metallurgy
PC17-37	51.82	163.07	0.35	7.62	Bowl Zone
PC17-38	39.62	42.67	0.31	3.05	Bowl Zone
	71.63	86.87	0.17	15.24
	233.17	240.79	0.16	7.62
PCC17-040	64.01	86.87	2.12	22.86	Bowl Zone
including	65.53	74.68	4.53	9.14
PC17-41	15.24	18.29	0.25	3.05	Bowl Zone
	25.91	57.91	0.59	32
	102.11	106.68	0.15	4.57
PC17-42	50.29	53.34	0.22	3.05	Bowl Zone
	60.96	70.1	1.06	9.14
PCC17-28	39.62	42.67	0.15	3.05	Bowl Zone
	57.91	64.01	0.17	6.1
	106.68	109.73	0.21	3.05
	115.83	118.87	0.23	3.05
	123.45	126.49	0.18	3.05
	134.11	137.16	0.15	3.05
	199.65	205.74	1.88	6.1
PC18-15	1.52	4.57	0.21	3.05	West Target	Oxide
PC18-16	230.13	23.17	0.26	3.05	West Target	Oxide
PC18-17	13.72	25.91	0.18	12.19	West Target	Oxide
	91.44	94.49	0.18	3.05		Oxide
	106.68	111.25	0.34	4.57		Oxide
PC18-18	4.57	38.10	0.42	33.53	West Target	Oxide
PC18-19	73.15	76.20	0.28	3.05	West Target	Oxide
PC18-20	169.17	185.93	0.19	16.76	West Target	Oxide
PC18-21	10.67	19.81	0.34	10.67	West Target	Oxide
PC18-22	19.81	30.48	0.71	10.67	West Target	Oxide
PC18-23	10.67	25.91	0.29	15.24	West Target	Oxide
	39.62	47.24	0.24	7.62		Oxide
	64.01	96.01	0.22	32.00		Oxide
PC18-24	1.52	18.29	0.28	16.76	West Target	Oxide
PC17-23	30.48	44.2	0.32	13.72	North Zone	Oxide
PC17-22	44.2	47.24	0.26	3.05	North Zone	Oxide
PC17-25	35.05	38.1	0.17	3.05	North Zone	Oxide
	65.53	68.58	0.15	3.05		Oxide
	71.63	85.35	0.33	13.72		Oxide
PC17-20	27.43	32	0.31	4.57	North Zone	Oxide
	64.01	68.58	0.72	4.57		Oxide
PC17-21	12.19	19.81	0.28	7.62	North Zone	Oxide
	25.91	70.1	0.34	44.2		Oxide
	100.59	108.21	0.18	7.62		Oxide
PC17-26	25.91	35.05	0.33	9.14	North Zone	Oxide
	71.63	74.68	0.14	3.05		Oxide
PC17-32	83.82	86.87	0.14	3.05	North Zone	Oxide
PC17-33	35.05	47.24	0.17	12.19	North Zone	Oxide
PC17-34	140.21	163.07	0.16	22.86	North Zone	Oxide
PC17-43	4.57	19.81	0.33	15.24	North Zone	Oxide
	47.24	50.29	0.15	3.05		Oxide
	126.49	141.73	0.17	15.24		Oxide
(1) Contact Gold has completed cyanide assays at ALS Chemex on all 2018 fire assays above 0.10 g/t Au and all 2017 fire assays above 0.14 g/t Au, to begin to develop a database from which an oxide model can be built (refer to discussion under sub-heading "Mineral Processing and Metallurgical Testing"). Certain intervals provided in the table above highlight results indicating mineralization that is either oxide or mixed type from such preliminary metallurgical testing. Oxidation in Contact Gold's drill intercepts of gold mineralization varies from complete to almost none. The Company continues to gather, assess and analyze data in order to classify portions of the gold mineralization drilled to date as oxide, transitional or sulfide. Drill intervals for which there is no initial metallurgical notation provided require the Company to undertake additional testing in order to make an initial determination of potential recovery.

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Contact Gold utilized a Shramm 455 track mounted RC drill provided by Major Drilling of Salt Lake City for the 2017 and 2018 programs, and in 2017 Major utilized a LF 90 core drill. All RC drilling was wet and utilized a rotary, 16 section pie splitter for sample collection, and great care was taken to make sure enough pie plates were installed to avoid overfilling and losing sample. Only one to occasionally two pie plates were left open for sample collection. Almost all core drilling was HQ size, although one hole had to be reduced to NQ due to pullback limitations of the drill. All drill cores were photographed and then sawn in half by Rangefront Consulting in their Elko warehouse and half was submitted to ALS Chemex for assay, while the other half was kept and is in storage at Contact Gold's Elko warehouse.

Interpretation

Half of the holes at Pony Creek have been drilled at vertical to subvertical angles. In some areas, such as at Bowl, there are sufficient drill data to define mineralization that is oriented subhorizontally, and in these areas the steeply-angled holes cut the shallowly-dipping mineralization at high angles. This leads to drilled thicknesses that approximate true mineralized thicknesses. However, steeply-dipping holes that intersect high-angle mineralized structures, such as at the eastern limits of the Bowl area, can lead to down-hole gold intercepts that exaggerate the true thickness of the mineralization. Vertical and near vertical holes also have a much lesser chance of intersecting high angle mineral controls compared to angle holes, and Contact has observed that when angle holes and vertical holes are drilled from the same pad, the angle holes are often better mineralized because the vertical holes have a lesser chance of cutting the high angle, mineralized structures. As noted by the Pony Creek Technical Report, in many cases throughout the property, the data are not sufficient to determine the orientation of the intersected mineralization with confidence, although significant improvements in the understanding of ore controls have been gained by Contact Gold's drilling. Future resource estimation will need to account for variable drill-hole- to-mineralization orientations in order to avoid overstatement of mineralized widths.

Due to the preponderance of RC drilling at the project, 1.524-meter (5-foot) down-hole sample lengths dominate the drill-hole database. Very little information is available for the sampling methods and analytical procedures used at Pony Creek prior to 2000. Most of the RC drilling was sampled and assayed at 1.524-meter intervals, but there is little information regarding dry versus wet RC drilling, potential RC contamination issues, or how RC samples were collected and split. Drill core was mainly sampled on 1.524-meter intervals, although in some holes long intervals were not sampled and assayed. In 1991, Westmont's RC samples were collected at 1.524-meter intervals and split with a Gilson splitter when dry, or a rotating cone splitter when wet. Beginning with the Homestake RC drilling in 2000, sample intervals were mainly every 1.524 meters. For core holes drilled by Grandview in 2006, the core was sawed in half on 1.524-meter sample intervals after being logged and photographed. As the Pony Creek mineralization is presently understood, these sample lengths are appropriate.

Mineral Processing and Metallurgical Testing

The assay database provided by Waterton, as well as the paper data obtained from Barrick by Contact Gold in 2018, did not include any cyanide soluble gold assays or other metallurgical test work from prior operators at Pony Creek.

Contact Gold has completed cyanide assays at ALS Chemex on all 2018 fire assays above 0.100 g/t Au and all 2017 fire assays above 0.140 g/t Au, to begin to develop a database from which a three-dimensional oxide model can be built to constrain a future resource calculation. Oxidation in Contact Gold's drill intercepts of gold mineralization varies from complete to almost none. Contact Gold's programs then completed fire assays with a gravimetric finish (ALS code Au-GRA21) for fire assay AA values in excess of 4.0 ppm Au; and for samples with a fire assay AA value exceeding 0.14 ppm in 2017 and 0.100 ppm Au in 2018, cyanide solubility assays were complete (ALS code Au-AA13) to identify oxide (typically more readily extracted and recovered) versus sulfide (often requiring more complex processing) mineralization.

The best oxidized interval encountered to date was from drill hole PC18-003 which returned 2.51 g/t Au over 47.24 meters from 86.87 meters depth. Cyanide assays from this interval averaged 89% recovery when compared to the fire assay / AA values used to calculate the intercept.

In 2018, Contact Gold generated composites using remaining pulp material from 111 individual samples from oxidized, mixed and sulfide drill intercepts. Gold recoveries on two oxide composites by Contact Gold were 85% for the rhyolite gold mineralization and 90% for the conglomerate composite of the weighted average of fire assays for the same composites, indicating that the oxidized portion of gold mineralization at Pony Creek's Bowl Zone is amenable to standard cyanidation processing.

A summary of bottle roll test results performed for Contact Gold are summarized in Table 4 below.

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Table 4: Summary of bottle roll test results conducted by ALS Chemex for Bowl Zone composites

	Weighted Average Grade of Fire Assays	Bottle Roll Cyanide Assay	% Gold Recovery Bottle Roll versus Fire Assay
Bowl Zone Conglomerate Oxide Composite #1	0.55 g/t Au	0.45 g/t Au	90%
Bowl Zone Rhyolite Oxide Composite #2	0.27 g/t Au	0.23 g/t Au	85%
Bowl Zone Transitional Oxide and Sulfide	0.41 g/t Au	0.18 g/t Au	44%
Bowl Zone Weakly oxidized Rhyolite	0.93 g/t Au	0.21 g/t Au	23%
Bowl Zone Unoxidized Sandstone / Siltstone	2.59 g/t Au	0.23 g/t Au	9%

Based upon the fact that most cyanide assays conducted by Contact Gold demonstrate recovery of at least some gold in cyanide assays from some sulfide material, whereas most double refractory Carlin-Type gold ores (carbonaceous and sulfide encapsulated) do not yield any detectable gold from cyanide assays, and upon the fact that very little carbon that might be preg robbing has been observed in logging chips and core by Contact Gold geologists, preg robbing assays were completed on one sulfide interval from drill hole PC18- 04.

The objective was to determine if the sulfide mineralization might be placed on a heap leach along with oxide without any ill effects, as opposed to being selectively mined and placed on a waste dump, which would increase mining costs. Further metallurgical testing will be needed to say for sure, but perhaps some gold might even be recovered from the sulfide in the process. The preg robbing values varied for 34 individual 1.524 metre intervals from -3% to 69% preg robbing with 59% (20 of 34) of the samples 40% preg robbing which is the threshold where heap leach operations become concerned. More testing will be needed to see if the higher values might be just preg "borrowing" in which case a heavier dose of CN might recover the gold and keep it separate from the rest of the pad or put it on the top lift of the pad.

Sampling, Analysis and Security of Samples

There is no information on the analytical laboratories, sample preparation procedures and analytical methods used prior to 2000. Homestake's RC samples drilled in 2000 were sent to the Bondar Clegg laboratory in Sparks, Nevada. Gold was determined by fire-assay fusion of 30g aliquots with an atomic absorption ("AA") finish. Mercury was determined by cold-vapor AA, and silver plus 35 major, minor and trace elements were determined by inductively-coupled plasma-emission spectrometry ("ICP") following an aqua regia digestion. It is not known how the samples were prepared for assay.

Nevada Contact's RC drilling samples in 2003 were sent to ALS Chemex in Elko, Nevada, for sample preparation. The samples were oven dried, then crushed in their entirety to 70% at -2mm. The crushed material was riffle split to obtain a 250g split, which was then ring-pulverized to 85% at -75μm. These pulps were then shipped to the ALS Chemex analytical laboratory in either Sparks, Nevada, or in North Vancouver, British Columbia, for assaying. Gold was determined by fire-assay fusion with an AA finish using 30g aliquots.

In 2005 and 2006, Grandview's core samples were sent to ALS Chemex in Elko, Nevada, for sample preparation. The samples were crushed to 70% at -2mm. The crushed material was riffle split to obtain a 1.0kg split, which was then ring-pulverized to 85% at -75μm. These pulps were then shipped to the ALS Chemex analytical laboratory in either Sparks, Nevada, or in North Vancouver, British Columbia, for assaying. Gold was determined by fire-assay fusion with an AA finish using 50g aliquots. 34 major, minor and trace elements were determined by ICP following an aqua regia digestion.

Grandview's rock samples in 2006 were also prepared at the ALS Chemex facility in Elko, Nevada, using the preparation methods described for the 2005-2006 core samples. The rock sample pulps were assayed by ALS Chemex in North Vancouver, British Columbia, for gold by 30g fire-assay fusion with an AA finish. Separate 1g aliquots were analyzed for 47 major, minor and trace elements using a combination of ICP and mass spectrometry ("ICP-MS"), and mercury was determined by cold-vapor AA.

In 2007 Grandview's RC drilling samples were submitted to ALS Chemex in Elko, Nevada. Following sample preparation, the pulps were then shipped to the ALS Chemex analytical laboratory in either Sparks, Nevada, or in North Vancouver, British Columbia, for assaying. Gold was determined by fire- assay fusion with an AA finish using 30g aliquots.

Contact Gold's RC and core samples were assayed by ALS Chemex using standard preparation - crushed to 70% at -2mm. The crushed material was riffle split to obtain a 1.0kg split, which was then ring-pulverized to 85% at -75μm. These pulps were then shipped to the ALS Chemex analytical laboratory in either Sparks, Nevada, or in North Vancouver, British Columbia, for assaying. Gold was determined by ALS Chemex method FAAA23 fire-assay fusion with an AA finish and 5 ppb detection using 30g aliquots. 6.09 meter composites were prepared from four 1.524 meter samples on RC holes, and the composites were assayed by ALS Chemex method MEMS61M for 49 major, minor and trace elements using a 4 acid digestion for all elements except mercury which is analyzed by cold vapor. Core samples were assayed for the same MEMS61M package but was not composited.

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Sample Security

The Pony Creek Technical Report Author is unaware of any information concerning the handling, storage or transport of drilling samples from the drill sites to the analytical laboratories by the historical operators of the Pony Creek project.

Quality Assurance/Quality Control

During the 2000 RC drilling by Homestake, a total of 54 duplicate RC samples were analyzed at Bondar Clegg. A total of six core duplicate samples and 38 RC duplicate samples were analyzed by ALS Chemex during Grandview's drilling in 2006 and 2007. It is not known if QA/QC programs were instituted by the other historical operators at the Pony Creek project. Internal QA/QC methods involving analytical blanks, standards, and duplicate samples were employed by Bondar Clegg for the analyses of Homestake's drilling samples in 2000. ALS Chemex typically used internal blanks, standards, and duplicate samples for QA/QC controls during the analyses of Grandview's drilling and rock samples in 2005-2006.

Contact Gold implements an industry standard QA/QC program. A certified standard, duplicate or blank is inserted into the sample sequence every 10 samples using sequential numbers, with no footage or meters noted on samples. RC duplicates were initially collected using a Y splitter attachment on the rig, but because those initial Y split duplicates regularly failed in comparison, a riffle splitter is now used to split the single sample into two and duplicate assays now compare very well. QA/QC failures are addressed in the form of re assaying batches in which they occur prior to finalizing gold intercept calculations. A yearly summary report is completed documenting all failures and follow-up measures and includes charts of duplicates, standards and blanks.

Site Inspection

The Pony Creek Technical Report Author has visited the project numerous times in his capacity of VP Exploration for Contact Gold, based in Elko, Nevada. Most visits have been to the drill rig to inspect sampling and logging methods, safety protocols and to visit key outcrops and soil and rock anomalies as they are identified. As part of the claims check, the Pony Creek Technical Report Author located and recorded with GPS several claim posts in 2017 and 2018 and conducted rock chip sampling as follow up within soil anomalies.

The Pony Creek Technical Report Author assisted in locating and moving the core and chips from Waterton's Lovelock facility to Contact Gold's Elko facilities, and reviewed many of the mineralized RC chips and drill core intervals as assays arrived.

Mineral Resources and Mineral Reserves

There are no current mineral resources or mineral reserves estimated for the Pony Creek project at this time.

Exploration and Development

On the basis of the discussion in previous sections, the Pony Creek project clearly warrants additional exploration investment. An aggressive work program is therefore recommended.

Multiple, high quality drill targets have been defined by Contact Gold at Bowl and North Zones, and at West, Pony Spur, Moleen, Elliott Dome and Willow targets. Detailed mapping and rock sampling has been completed, and CSAMT data is sufficient so that there are seven, drill ready targets/zones, but further surface investigations should be completed to both refine existing targets and to develop new targets elsewhere on Pony Creek. To this end, detailed mapping focused on gold and trace element soil anomalies should continue, accompanied by selective rock-chip sampling of altered or otherwise permissive outcrops. Core drilling should be 25% of the total meterage to provide the exploration team with the details of the project stratigraphy, structure, alteration, and mineralization. Since the stratigraphy will be a critical component of the development of targets and interpretation of results, Contact Gold should continue with the biostratigraphy program, and a consultant who is expert in Nevada stratigraphy, such as Jon Thorson who Contact Gold used in 2017 should inspect drill core.

Contact Gold exceeded the Phase 1 program of US$2.5M recommended in the Gustin, 2017 43-101 report by spending US$3.1M, and in 2018 conducted a Phase 2 program estimated to total of US$2.5M. Due to the success of these programs in confirming and adding significant areas of gold mineralization, the project warrants additional exploration investment.

A Phase 3 budget and program totaling US$3,500,000, including of 10,000 meters of RC and 2,500 meters of core drilling is therefore recommended, to be immediately followed by a Phase 4 budget and program of US$6,520,000, including 20,000 meters of RC and 5,000 meters of core. These programs include RC and core drilling and associated road building, additional soil and rock- chip sampling, geologic studies, and geophysics, and resource calculation and metallurgical studies. Costs for the recommended program are summarized in Table 5 below.

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Table 5: Summary of Estimated Costs for Recommended Exploration

Item	Phase 3 (US$)	Phase 4 (US$)
Geology; Soil and Rock Sampling	400,000	400,000
Geophysics	100,000	100,000
RC Drilling Program - Contractors	1,000,000	2,200,000
Core Drilling Program - Contractors	1,000,000	2,000,000
Drilling Program - Assaying	400,000	900,000
Drilling Program - Personnel	100,000	200,000
Project Supervision and Interpretation	100,000	200,000
Land Holding	240,000	260,000
Permitting and Environmental	60,000	60,000
Resource Calculation	50,000	100,000
Metallurgy	50,000	100,000
Total	3,500,000	6,520,000

It is the Pony Creek Technical Report Author's opinion that the Pony Creek project is a project of merit and warrants the proposed program and level of expenditures outlined above.

Recent Developments

No material changes relating to Pony Creek have occurred since the date of the Pony Creek Technical Report. A summary of recent results from exploration activities at Pony Creek are summarized below:

Exploration and Development

With the exception of the exploration results detailed in this section "Pony Creek Project - Recent Developments", significant results from 2018, and earlier are included in the Pony Creek Technical Report.

2018 Exploration

A 10,860 metre, 51 hole drill program was completed at Pony Creek in 2018, comprised of 25 confirmation and exploration holes at the Bowl Zone, and 23 exploration and confirmation holes at the West Zone (renamed as the Stallion Zone) and three exploration holes at Pony Spur (the "2018 Drill Program"). 48 of 51 drill holes intersected significant gold mineralization, with oxidized corridors defined at the 1 km x 300 m "North Zone" (renamed as the Appaloosa Zone) and west of the "Bowl (Stallion) Zone". Both of these zones, and the Pony Spur target, are open for expansion in most directions.

On October 16, 2018, the Company announced the development of the Elliott Dome target, a new Carlin-type gold drill target on the northern part of the Pony Creek Project. The Elliott Dome target is immediately adjacent to GSV's "Jasperoid Wash" discovery. Elliott Dome was identified through surface mapping, rock and soil sampling and geophysical anomalies apparent in seven lines of CSAMT data that the Company obtained from work undertaken by GSV on Contact Gold's property.

On November 28, 2018, the Company reported exploration drill results from 13 holes drilled along the margins of the West Zone discovery, extending the strike length of the West Zone to 2.3 km. Reported drill highlights include:

• 0.33 g/t oxide Au over 92.97 m from surface, including
  • 0.6 g/t oxide Au over 13.7 m in hole PC18-51
• 0.26 g/t oxide Au over 50.29 m from surface in hole PC18-50
• 0.31 g/t oxide Au over 39.62 m from surface in hole PC18-49
• 0.38 g/t oxide Au over 15.24 m oxide from 71.63 m, and 0.28 g/t oxide Au over 9.14 m from 7.62 m, in hole PC18-41
• 0.70 g/t oxide Au over 6.10 m from surface in drill hole PC18-40.

On February 28, 2019, the Company announced the results from the final three drill holes from the 2018 Drill Program. Results from the southeast edge of the Bowl Zone continued to show that gold mineralization is present over significant widths and remain open for expansion. Reported highlights include:

• 0.56 g/t Au over 21.34 m from 51.67 m, including
  • 1.53 g/t Au over 4.57 m from 62.48 m in hole PC18-47
• 0.44 g/t Au over 33.53 m from 67.06 m in drill hole PC18-46
• 0.25 g/t Au over 27.40 m from 51.82 m in drill hole PC18-45

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2019 Exploration

A 4,660 metre, 25 hole drill program was completed at Pony Creek in 2019, comprised of 14 confirmation and exploration holes at the Bowl Zone, and 5 exploration and confirmation holes at the North (Appaloosa) Zone and six exploration holes at the West (Stallion) (the "2019 Drill Program"). RC drilling in 2019 continued to return long intervals of near-surface oxide gold, and in a number of instances extended the depth of gold mineralization from shallower gold discoveries. Exploration to date is believed to have added and enhanced several high-quality drill targets at Pony Creek through a systematic approach, including: "West (Mustang)", "Elliott Dome", "North (Palomino)", "DNZ", and "Pony Spur".

On November 13, 2019, the Company summarized exploration drill results from the 2019 Drill Program at the Bowl Zone, highlights of which include:

• 1.21 g/t Au over 12.19 m from 64.01 m in hole PC19-03

-including 3.47 g/t oxide Au over 3.05 m

• 0.88 g/t Au over 16.76 m from 86.87 m in hole PC19-03
• 0.8 g/t Au over 32.00 m from 65.53 m in hole PC19-02

-including 1.48 g/t Au over 13.72 m

• 0.43 g/t Au over 35.05 m from 15.24 m in hole PC19-01
• 0.58 g/t Au over 22.68 m from 50.29 m in hole PC19-04

-including 1.46 g/t Au over 4.57 m

• 1.69 g/t Au over 7.62 m from 80.77 m in hole PC19-04
• 0.71 g/t Au over 25.91 m from 112.78 m in hole PC19-04

-including 1.75 g/t Au over 6.10 m

• 0.51 g/t Au over 32.00 m from 230.13 m in hole PC19-05
• 0.7 g/t Au over 39.62 m from 108.21 m in hole PC19-08

-including 1.31 g/t Au over 13.72

• 0.94 g/t Au over 12.19 m from 50.29 m in hole PC19-12

-including 1.27 g/t Au over 6.10 m from 53.34 m

A total of 108 holes have been drilled at the Bowl Zone to the date of this Offering Circular.

During 2019 the Company also reported very encouraging results from the 2019 Drill Program at the "Stallion Zone" (formerly known as the West Zone), and at the "Appaloosa Zone" (formerly known as the North Zone).

The Stallion Zone was discovered by Contact Gold in 2018. It is an outcropping zone of oxide gold mineralization measuring in excess of 2 km located 1.6 km north of the Bowl Zone. Through the date of this AIF 28 of 29 Contact Gold drill holes have intersected long runs of near- and at-surface, oxidized gold mineralization, with numerous individual assays ranging from 0.6 g/t Au to 1.1 g/t Au. The northern portion of the Stallion Zone has recently returned the widest intervals of oxide gold all starting from surface at Pony Creek. Surface work completed in 2019 indicates that it may continue eastward beneath a low angle fault which covers the zone in unmineralized rock, to the highly-prospective Mustang target. If this indication holds, the mineralized trend would measure 3 kilometers by 300 m. The Stallion Zone remains open in all directions.

The oxide gold corridor known as the Appaloosa Zone is located 1.2 km northeast of the Bowl Zone, and though sparsely drilled, it continues to return thick intervals of oxide gold in the near surface. The gold mineralization footprint currently measures in excess of 1.6 km x 200 m and remains open for expansion, with numerous untested coincident gold-in-soil geochemical & geophysical targets yet to be drilled.

In conjunction with the 2019 Drill Program, the Company continued to collect additional soil samples for geochemical analysis to further develop and refine existing high priority drill targets. As of the date of this Offering Circular, results from the 2018 Drill Program and the 2019 Drill Program have been released.

During the year ended December 31, 2019, the Company also determined not to renew/maintain a number of peripheral/non-core claims in the eastern portion of the property following a geological assessment of these claims. A total of 313 claims were not renewed with the BLM in September 2019. Accordingly, the claims boundary outlined at Pony Creek - Figure 1 in this Offering Circular has changed subsequent to the effective date of the Technical Report. The total area of the Pony Creek Project is approximately 81 km² as of the date of this Offering Circular.

During 2019, only a portion of the recommended US$ 3.5 million Phase 3 program was completed due to the availability of desirable permitting and access to capital.

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The Green Springs Project

The scientific and technical information in the section below is summarized, compiled or extracted from the Green Springs Technical Report and prepared for the Company by John J. Read, CPG who is a "qualified person" and independent" within the meanings of NI 43-101. The summary below is subject in entirety to all the assumptions, qualifications and procedures set out in the Green Springs Technical Report and which may not be fully described herein. For full technical details on the Green Springs Project, reference should be made to the full text of the Green Springs Technical Report which was prepared in accordance with NI 43-101 and has been filed with the securities regulatory authorities in all of the provinces and territories of Canada, except Québec, and is available under the Company's profile on SEDAR at www.sedar.com. The summary below is qualified in its entirety by reference to the full text of the Green Springs Technical Report. The author of the Green Springs Technical Report has reviewed and approved the scientific and technical disclosure contained in this Offering Circular related to the Green Springs Project.

The Green Springs Technical Report is not and shall not be deemed to be incorporated by reference in this Offering Circular.

Project Description, Location and Access

The Green Springs property is located on the western flank of the White Pine Range in southwestern White Pine County, Nevada, approximately 360 kilometres (223 mi) east of the capital city of Carson City and approximately 100 km (61 mi) southwest of the White Pine County seat at Ely, Nevada (see Figure 1 below). The claim package encompasses approximately 4,150 acres (1,680 ha) in parts of Sections 13-16, 21-24, 26-28, 33 & 34 of T 15 N, R 57 E and Sections 3 & 4 of T 14 N, R 57 E. The property boundaries are irregular but are situated within a rectangular area with UTM coordinates in Zone 11N, NAD27.

Figure 4: Location of Green Springs property

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The project can be accessed from Eureka, Nevada going west on Highway 50 for 50 kilometres (31 miles) or from Ely, Nevada going east on Highway 50 for 60.5 kilometres (37 miles) to White Pine County Road 5, the Green Springs road, which is a well-marked and maintained gravel road. The Green Springs road continues, bearing right (southwest) at this first intersection, and then bearing left (south) at the next unmarked intersection, (west at this second intersection leads to Fiore Gold Ltd.'s Gold Rock project). Twenty-one miles south of the paved highway, a left turn off road off County Road 5 leads into the claim block. A large grove of big cottonwood trees that surround Green Springs proper are visible 100 metres ahead, and the reclaimed heap leach pads, dumps and highwalls are visible on the left.

Mineral Tenure

The Green Springs property consists of 220 contiguous unpatented mining claims, as set out in Table 6 and mapped out in Figure 5 below.

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Table 6: Unpatented mining claims list with corresponding identification number

Property Name	Identification Number
Unpatented claims Bee and Eek; John Cox owner	BLM # NMC 748756 & 748757
Unpatented claims GRS 66-71, 86-92, 201-204, 204-209, 301-308, 405-408, 505-509, 603-609, and 702-707; DHI owner	BLM # NMC 883305-883359
Unpatented claims GSR 110-112, 210-212, 309-311, 409-411; DHI owner	BLM # NMC 859884-859895
Unpatented claims GRS 703-704, 800-804, 900-903; DHI owner	BLM # NMC 1031125-1031135
Unpatented claims CW 20-24, 27-32, 38-43, 47-53, 57-63, 69-73, 80-83, 91-92, 100-102, 111-112, 137-150, 152-162, 164-183, 190-196, 200-201, 206-211, 217-220, 227, 260; DHI owner	BLM # NMC 1093797-1093909
Unpatented claim CW 900; DHI owner	BLM # NMC 1104339
Unpatented claim CW 604; DHI owner	BLM # NMC 1105486
Unpatented claims CAT 100-116, 121-125, 127-128, 135-137; Nevada Select owner	BLM # NMC 1140296-1093909

Figure 5: Claim map, Green Springs Property

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Tenure Agreements and Encumbrances

The 220 claims are subject to various underlying ownership agreements set out in Table 7.

Table 7: Underlying Owners of the Green Springs property

Underlying Owner	# of Claims
John Cox	2
DHI Minerals (US) Ltd.*	191
Nevada Select Royalty, Inc.*	27
*Wholly-owned subsidiary of Ely Gold Royalties Inc.

Pursuant to an option agreement (the "Option Agreement") dated July 23, 2019 (the "Option Date") between Clover Nevada, Ely Gold Royalties Inc. ("Ely Gold"), DHI Minerals (US) Ltd ("DHI") and Nevada Select Royalty, Inc. ("Nevada Select"), Clover Nevada has an option to acquire a 100% interest in each of the properties of DHI and Nevada Select (together with Ely Gold, the "Optionor") and has been assigned an interest in the John Cox properties pursuant to a mining lease and option to purchase agreement dated January 16, 2013. Under the terms of the Option Agreement, Clover Nevada (along with Contact Gold, the "Optionee") can earn an undivided 100% interest in the Optionor's Green Springs properties by making the following payments (each, a "Payment"):

(a)reimburse the Optionor for 2019 claim fees in a pro-rated amount of $6,125 on the Option Date;

(b)issue to Ely Gold 2,000,000 Contact Gold shares within 5 business days from TSXV acceptance of the Option Agreement;

(c)reimburse the Optionor or otherwise pay Bronco Creek Exploration Inc. ("Bronco"), which was the original owner of the CW claims and was subsequently acquired by DHI, $25,000 for the 2019 option payment due under an agreement relating to the "CW" claims on June 30, 2019;

(d)$50,000 on the first anniversary of the Option Date;

(e)$50,000 on the second anniversary of the Option Date;

(f)$50,000 and on the third anniversary of the Option Date; and

(g)$100,000, on the fourth and final anniversary of the Option Date.

At the option of the Optionee, any of the Payments may be made by the Optionee issuing the equivalent value in Contact Gold Common Stock, to Ely Gold at the volume weighted average price ("VWAP") per Contact Gold share on the TSXV for the 30 trading days prior to the payment date of the Payment, except that the Payment shall be made in cash if the VWAP is less than CAD$0.10.

Also pursuant to the Option Agreement, Contact Gold shall pay all mining claim maintenance and rental fees that would be otherwise due to the appropriate government agency or agencies and all amounts that would be due and payable to other parties of underlying agreements.

The underlying surface in the project area is administered by the United States Department of the Interior's Bureau of Land Management (the "BLM") and the United States Forest Service (the "USFS").

The BLM administers all unpatented mining claims. These require a $165 per claim annual rental fee paid to the BLM and a payment of $12 per claim to the respective county. These payments have been made and the claims are in good standing through August 31, 2021.

Royalties

The Green Springs property is subject to the following royalties: (a) a 3.0% NSR royalty on the two Cox claims; (b) 3.0% NSR royalty on the 76 GSR and GRS claims; (c) a 3.5% NSR royalty on the 115 CW claims; (d) a 4.5% NSR royalty on the 27 CAT claims.

The Green Springs property is also subject to the following advance royalties: (a) an annual advance royalty payment on the CW claim block, to be set off and credited against 80% of royalty payments as they become due, in the amount of 20 troy ounce (or cash equivalent) and increased 35 troy ounces after the issuance of a Feasibility Study and until commencement of commercial production; and (b) a $5,000 annual advance royalty payment on the Bee and Eek claims.

The claims subject to these various royalty agreements are summarized on Figure 5.

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Environmental Liabilities

Contact Gold is currently exploring the Green Springs property under an approved PoO (#09-14-01) that covers 801 acres (324 ha) located on land administered by the USFS in Sections 14, 15, 22, 26, 27, and 34, Township 15N, Range 57E. Within the area of the PoO exploration-related disturbance and reclamation bonding can be conducted in two phases of up to 3.5 acres in phase I and an additional 71.5 acres in phase II. A reclamation bond of $62,100 has been posted with the USFS.

The PoO was submitted to the USFS in October of 2013 by DHI and approved by the USFS in September of 2014. Enviroscientists Inc. (now EM Strategies), an environmental consulting company, provided the necessary biological baseline studies for vegetation and wildlife; ASM Affiliates completed a cultural resources inventory; and the USFS prepared a geohydrology report in support of the September 2014 Environmental Assessment.

The Green Springs project also has the requisite Reclamation Permit (#3809) issued by the State of Nevada for disturbance exceeding 5 acres that mirrors the PoO.

In addition, Contact Gold has obtained an approved BLM Notice (NVN-98617, Green Springs Project NOI) for the BLM-controlled portion of the property with a total planned disturbance currently of approximately 0.5 acres located in Sections 21, 28, and 33 of Township 15N, Range 57E. A reclamation bond in the amount of $5,453 has been approved by the BLM.

The Green Springs property is not subject to any known environmental liabilities: Facilities used by USMX Inc. ("USMX", formerly the U.S. Mineral Exploration Company) during mining operations from 1988 to 1990 have been removed and reclaimed. The heap leach pads remain but have been recontoured and revegetated. The three pits are still open but protected by berms and boulders at access points. There are no obvious remaining environmental liabilities, but no inquiries have been made with the BLM or USFS.

History

The Green Springs project is located within the White Pine mining district. Prior to the 1980's there were no known mineral deposits on the property; however, there is one small shaft at the Alpha zone of unknown age.

The potential for gold mineralization at Green Springs was recognized in the first major "rush" of exploration for a newly recognized gold deposit type, the Carlin type gold deposit. The first modern lode mining claims at the Green Springs property were located by USMX in 1979. Since that time, the Green Springs property has been under control of various companies who have conducted exploration programs of differing size and scale; the most extensive historical work was done by USMX, which included production from the Green Springs mine.

The period beginning in the late 1970's represents the first exploration efforts at Green Springs and began with regional reconnaissance by USMX focusing on jasperoid occurrences. USMX staked the initial claims at Green Springs covering a 4 kilometre (2.5 mi) north-trending band of jasperoid outcrops on the western flank of the White Pine Range. Following that, and until 1986, exploration activities were undertaken by USMX's five joint venture partners. In 1986, USMX themselves took on exploration on the property. Initial efforts were promising. A detailed soil sampling program was conducted over the band of jasperoids that were subsequently found to reflect the main gold trend. Gold values as high as 3.4 g/t Au (0.1 oz/ton) were obtained from soil samples over argillized (decalcified) limestone next to relatively barren jasperoid outcrops in areas that subsequently turned out to be over the main gold deposits. USMX commenced drilling at the same time and the fourth drill hole in the program intersected 21 metres (69 ft) of 1.9 g/t gold (0.055 oz/ton) USMX's efforts eventually culminated in developing a gold resource and, ultimately, mining from three open pits, starting in 1988. The Green Springs mine operated until 1990.

After mining ceased, the original USMX claims were eventually abandoned and by the middle 1990's the ground was open again. Former USMX geologist John Cox located two claims along the mineralized trend in the late 1990's which he currently holds.

Following closure of the Green Springs mine, the project area saw essentially no activity until 1997 when Homestake Mining Company ("Homestake") entered the district and established a claim position covering the mine trend and ground to the west. Little is known of Homestake's program other than the drilling of 13 moderately deep drill holes in 1997 and 1998 on BLM ground several hundred metres west of the Green Springs mine trend. Contact Gold has drill hole locations, orientation and lithology data in their database, but possesses no assays or any other information related to Homestake's drilling or other exploration activities. Homestake dropped the claims in 1998.

In 2003, Genesis Gold Corporation ("Genesis") located 65 claims covering the area of historic production and drilling. The Genesis claim position was subsequently leased to Palladon Ventures Ltd. ("Palladon") in 2004. At the same time, Genesis optioned the two Cox claims and subleased them to Palladon. In 2005, Palladon commissioned a NI 43-101 technical report for the project. Shortly afterward, Palladon signed an option agreement with Maestro Ventures Ltd ("Maestro", later re-named Invenio Resources, "Invenio") in May 2006 to explore the Genesis property. Invenio ultimately terminated its option agreement in 2013, and Genesis relinquished its option of the Cox claims. Both Palladon and Maestro undertook limited exploration programs that included geologic mapping and sampling and Maestro contracted a controlled-source audio-frequency magnetotellurics ("CSAMT") survey. No drilling was done by either company.

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In 2008, Bronco located claims surrounding the Genesis claim block to the east and west (CW claims). Bronco conducted geologic mapping, sampling and a geophysical survey (CSAMT and natural-source). In 2009 they drilled six holes on the west side of the Green Springs mine trend that were designed to test structural interpretations derived from CSAMT data.

In 2010 Genesis added 11 claims to their position to cover some recently dropped ground in the north end of the Green Springs area over what is now referred to as the Tango target. This brought Genesis' position to a total of 76 claims.

Ely Gold, via its wholly owned subsidiary DHI, purchased the rights to the Genesis claims from Palladon in February, 2013, subject to a royalty interest retained by Genesis. At the same time, Ely Gold acquired rights to the two Cox claims as well as the CW claims from Bronco. DHI drilled 14 holes in 2015 in the area of past production and along the mine trend.

In December 2016, Colorado leased the claims from Ely Gold and extended the claim block to the south with 27 additional claims along the projection of the mine trend in that direction. Colorado conducted a program that included geologic mapping, rock and soil sampling and the drilling of 12 holes in 2017. Their drilling concentrated on peripheral targets along the mine trend to the north and south of the area of production, as well as two holes in the Golf target, situated well east of the mine trend. Colorado Resources terminated their lease agreement in May 2018, with the claims (including those staked by Colorado) reverting back to Ely Gold.

Contact Gold optioned the property from Ely Gold in July 2019 and currently holds the property under option. Contact Gold's work to date has comprised some target evaluation, rock chip sampling and a 10-hole confirmatory drill program.

Historical Mining Resource Estimates

In April 2013, Ely Gold commissioned a preliminary resource estimation from SRK Consulting, Denver Colorado ("SRK"). According to a technical memorandum dated April 16, 2013, SRK produced a non-CIM compliant resource estimate within only the area of past production at C pit, C North, D pit and E zone. The data provided to SRK comprised assays for 182 drill holes, though many of these holes had incomplete assay information. SRK further noted other issues, including lack of a geologic model, inaccuracies in the topographic model among other items.

A qualified person has not done sufficient work to classify the historical estimate as current mineral resources or mineral reserves and Contact Gold is not treating the historical estimate as current mineral resources or mineral reserves.

Historical Production

Approximately 74,000 ounces of gold was produced at the Green Springs mine by USMX from May 1988 to early 1990. Mining was from three pits, the "C", "C North" and "D" which in total produced 1.1 million metric tons averaging 2.1 g/t (0.061 oz/ton) gold at a cutoff of 0.7 g/t (0.02 oz/ton), with a strip ratio of 2.7 to 1. The largest pit, the C pit, covered three closely spaced mineralized zones that contained one million tons averaging 1.9 g/t gold (0.055 oz/ton). The highest grade gold mined on the Green Springs property was from the D pit, which yielded 140,000 metric tons that averaged 2.4 g/t (0.07 oz/ton) from a single 395-foot by 100- foot by 100-foot shoot (120-m by 30-m by 30-m). Mined ore was crushed and agglomerated and placed on leach pads with final recovery from carbon columns. Gold recoveries were reported to be 80%.

USMX ceased operations at Green Springs prior to running out of ore when they acquired the Yankee gold deposits near the Alligator Ridge mine, which they viewed as more lucrative.

Geological Setting, Mineralization and Deposit Types

The Green Springs project is located at the southeast end of the Battle Mountain - Eureka (Cortez) Gold Trend, a northwest alignment of a number of historical and currently producing Carlin style gold deposits that have produced in excess of 23 million ounces of gold (Source: Annual reports available publicly on the websites for Barrick Gold, Newmont and SSR Mining as compiled by Gustin 2013). Situated within the Basin and Range province of Nevada, the Green Springs property is located on the western flank of the White Pine Mountain Range, which consists largely of Cambrian through Permian carbonate and clastic sedimentary rocks deposited in shelf and foreland basin environments that have been folded and thrust faulted by Mesozoic compression, and subsequently overprinted by Tertiary extension.

The property is underlain by a sequence of Paleozoic carbonate and siliciclastic sedimentary rocks ranging in age from Devonian to Mississippian. These include the Devonian Guilmette Formation, Devonian-Mississippian Pilot Shale, Mississippian Joana Limestone, Mississippian Chainman Formation and Mississippian Diamond Peak Formation. Igneous rocks are not abundant on the property, consisting of a small outcrop of felsic intrusive rocks in the northwest part of the claim block and a felsic dike encountered in drilling. Two Cretaceous-age granitic intrusions are exposed at Mount Hamilton, 12 kilometres (7.5 mi) to the north.

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Paleozoic strata at Green Springs were affected by a sequence of deformational events that is consistent with that observed across the Basin and Range. These structures include: folding and thrust faulting of probable Mesozoic age; high-angle faulting that formed north-northeast, west-northwest and north-south striking faults; low-angle younger-over-older faulting of unknown age (though may be Late Mesozoic or Early Tertiary); and Tertiary extension-related faulting that formed north and north-northeast-striking faults as well as low-angle detachments.

The most prominent features in the Green Springs project area are two parallel north-south trending anticlines that extend through much of the property. These are broad open anticlines plunging slightly to the south-southwest. The Green Springs mine trend, which encompasses the past-producing Green Springs mine and other known mineralized zones, is situated on the faulted western limb of the western of these two anticlines.

Hydrothermal alteration associated with Green Springs gold mineralization is typical of Carlin-type deposits. Alteration in these deposits is characterized by decalcification (carbonate removal by acidic hydrothermal fluids); silicification in the form of jasperoid; oxidation, generally as limonite and earthy hematite after very fine-grained pyrite; and crystalline barite. Decalcification of the calcareous lower part of the Chainman Formation results in a strongly bleached, porous rock within and in close proximity to mineralized zones at Green Springs. Abundant voids and cavern development in limestone units also occurs and is a result of carbonate removal. Jasperoid is abundant at Green Springs and is largely controlled by stratigraphy, with jasperoid horizons developed at the top and bottom of the gold-hosting lower Chainman limestone and in the upper part of the Joana Limestone. Dark-colored resistant jasperoid outcrops of upper Joana are prevalent across the property.

Most mineralization discovered to date is oxidized. Some unoxidized intervals with disseminated pyrite have been observed in drill holes at depth, particularly in the dark-colored mudstone/siltstone in both the Chainman and Pilot formations. Based on cyanide leach assays from Contact Gold's recent drilling and preliminary bottle roll tests, cyanide solubilities are generally quite good.

Multielement geochemical analyses on drill samples as well as surface samples at Green Springs indicates that gold is associated with arsenic, antimony, mercury and thallium. This trace element geochemical association is typical of Carlin type gold deposits. Examination of several intervals from Contact Gold's 2019 drill holes show that gold-mineralized intercepts generally contain hundreds of ppm As, tens of ppm Sb, Hg >0.5 ppm (commonly >1 ppm), and Tl >1 ppm (commonly tens of ppm).

The gold mineralization is Carlin type, hosted in Devonian and Mississippian limestone and siliciclastic units, namely the Chainman Formation, Joana Limestone and Pilot Shale , and displays many of the hallmarks considered typical of Carlin-type deposits including: (i) hosted by Paleozoic calcareous/clastic sedimentary rocks, (ii) ore zones with diffuse boundaries and extremely fine-grained gold, (iii) hydrothermal alteration dominated by silicification (jasperoid) and decalcification, and (iv) associated anomalous pathfinder geochemistry of arsenic, antimony, thallium, mercury, silver and barium. Historic mining produced gold from the lower Chainman Formation and the upper part of the Joana. Structural controls to known mineralization along the Green Springs mine trend include the faulted western limb of a north to northeast-striking anticline and west-northwest striking cross-faults. Contractional structures including folds and reverse and thrust faults are evident at Green Springs and may serve as structural controls to mineralization.

Carlin-type gold deposits are widely distributed throughout northern and central Nevada and several occur in the region around Green Springs, including the currently producing Pan mine 25 km (15.5 miles) northwest, the Gold Rock development project 10 km (6 miles) northwest, the past producing Griffon mine 16 km (10 miles) southeast, and the currently producing Alligator Ridge (Vantage) mine 70 km (43 miles) north. Each of these nearby deposits occur in a stratigraphic setting similar to Green Springs and share many other similarities relating to mineralization, as do many of the deposits on the well-known Carlin Trend 150 km (100 miles) to the north.

Exploration

The Green Springs project area has been the subject of a number of campaigns of exploration activity carried out by several previous operators and currently by Contact Gold. These exploration programs have included geologic mapping, widespread soil sampling, rock sampling, geophysical surveys (controlled-source audio-frequency magnetotellurics (CSAMT), audio magnetotelluric, natural source (NSAMT) and induced polarization (IP)) and drilling. The most recent activity is Contact Gold's 2019 and ongoing exploration program which has included data compilation, digitization, verification and interpretation of geology, rock chipsampling, target delineation and the drilling of 10 reverse circulation ("RC") holes in 2019 at the Alpha, Bravo, Charlie North and Echo Zones.

Exploration in the area dates to the late 1970's with a USMX program targeting jasperoid occurrences which led to the staking of claims in 1979. The first drill programs began shortly thereafter. Beginning in 1986, USMX began more aggressive exploration on the property which culminated in resource development and ultimately mining. The Green Springs mine operated from 1988 to 1990. After cessation of mining, the original claims were abandoned and essentially no activity took place until the late 1990's when Homestake conducted a small program. The initial claims that constitute the core of the claim position today were staked in 2003 by Genesis. Since that time the property has been leased to various operators who conducted programs including mapping, sampling, geophysics and some drilling. DHI, Bronco and Colorado Resources Ltd. ("Colorado") each completed small drill programs. Peripheral ground was staked by Bronco in 2008 and by Colorado in 2016. That, plus the addition of a small position on the north end of the property in 2010, resulted in the current claim block of 220 claims. Contact Gold optioned the claims from subsidiaries of Ely Gold in July 2019.

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Contact Gold's 2019 program comprised field confirmation of mineralized zones and targets, rock sampling and the drilling of 10 RC holes. Their drilling was mainly confirmatory, drilling in zones of known mineralization on various targets across the property but focusing on mineralization in Pilot Shale.

Various exploration targets exist in the project area. USMX originally defined five target areas/mineralized zones, eventually mining gold from two of them. These are mostly located along the main north-south mine trend (Echo, Bravo, Charlie zones); the Alpha target occurs to the northeast of the trend. These targets have seen varying amounts of drilling and it is envisioned that exploration potential still remains in most of them. In addition to these mineralized zones, several other target areas have been identified off of the mine trend. Most of these have not been drill tested.

Drilling

Several drilling campaigns have been carried out at the Green Springs project by various operators, including most recently Contact Gold. Drilling done prior to Contact Gold acquiring the property is considered historic and data relating to that drilling is known to Contact Gold from a drill hole database which was acquired by Contact Gold from Ely Gold in 2019 at the time of acquiring the property. Including recent drilling by Contact, the database includes data for 661 RC drill holes, totalling 38,974 metres (127,834 ft). The average depth of drilling is 59 metres (193.5 ft), and nearly all the holes were vertical with only 43 holes drilled at angles.

The vast majority of holes in the database were drilled by USMX Inc. (formerly U.S. Minerals Exploration Company) and their JV partners between 1981 and 1987 and many of those holes have been mined out. A total of 29,722 metres (97,488 ft) was drilled in 606 holes during that period. Since 1990, only 55 holes have been drilled on the project.

Table 8 below outlines the various drilling campaigns carried out at the Green Springs property. The author of the Green Springs Technical Report noted that the completeness of data from historic drilling contained in the database is somewhat variable. The drill data present in the database are believed to have been acquired according to industry-accepted standards at the time the programs were carried out but, due to the lack of assay certificates and field-identified hole locations, no attempt has been made by Contact Gold nor the author to verify data from the bulk of historic drill holes. Though no historic holes have been twinned, Contact Gold's 2019 Drill Program focused on previously drilled mineralization at the Alpha, Bravo, Charlie North, and Echo zones, and results confirm the presence of mineralization in all of these zones.

Table 8: Drilling campaigns carried out at the Green Springs property

Year	Company	Holes	Metres	Cumulative Metres
1981-1986	USMX JV Partners	69	3957.5	3957.5
1986 - 1987	USMX	495	25018.7	28976.2
1986 - 1987?	USMX? (T series)	32	350.5	29326.7
1986-1987?	USMX? (CV short hole series)	10	395.3	29722
1997-1998	Homestake	13	2962.7	32684.7
2009	Bronco	6	1428.0	34112.7
2015	DHI Minerals (Ely Gold)	14	2066.5	36179.2
2017	Colorado Resources	12	1493.5	37672.7
2019	Contact Gold	10	1301.5	38974.2
Totals		661	38974.2

The data includes gold assays for all drill holes except the T series of 40 holes, which were all subsequently mined out of the Charlie pit; and a series of 10 CV holes in the valley south of the Echo zone, which may have been drilled by someone other than USMX. (The CV holes are considered inconsequential since they are all too short to have reached the target Chainman/Joana contact.) The remaining drill holes in the database drilled by Bronco, DHI (Ely Gold), Colorado and Contact Gold have gold assays with certificates, and select multielement data, along with down hole surveys and drill logs. Figure 6 below shows the distribution of drill holes at Green Springs.

All holes drilled to date at the Green Springs property were done by RC; evidently no core drilling has been done.

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Contact Gold has no information about the previous operators' methods used to determine drill collar locations. It is not known if collar locations were surveyed professionally by any of the historical operators. Evidence for several historic collar locations has been observed in the field and those locations, some of which are marked with hole identification, closely coincide with collar locations in the database.

Figure 6: Drill hole collar locations at the Green Springs property

Historical Drilling

Contact Gold's data include 632 drill holes from the historical period of drilling (including 75 drilled by USMX JV partners prior to 1986). An additional 20 holes in the dataset have assay data but no collar locations. Almost all holes were drilled vertically. USMX's drilling programs were strongly focused on the main mine trend and constitutes the bulk of the historic drilling and the majority of mineralized intercepts from USMX drill holes were from the Charlie, Charlie North, and Delta pits and have been mined out. A number of holes were also drilled at the A zone (now called Alpha target), and a scattering of holes were drilled to the south of the E (Echo) zone.

Homestake conducted a short 2,963 metres, 13-hole program in 1997-1998, several hundred metres west of the mine trend with holes angled easterly, presumably to test for peripheral mineralization or a west-trending extension. Contact Gold currently has no other data for these holes and it is unknown whether they encountered mineralization.

Six holes were drilled by Bronco in 2009 totalling 1,428m, also located to the west of the mine trend. Bronco's holes were designed to test structural interpretations derived from CSAMT data. Two of the holes ended in alluvium, one hole ended in Chainman Shale, and the remaining three ended in Joana Limestone. None of the holes tested the upper or lower contacts of the Pilot Shale. Select intervals were assayed, and no significant gold assays were returned from those intervals.

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In 2015, DHI completed 14 holes (2,065 metres) on the mine trend (see Table 9). Some of their drilling was largely confirmatory in nature targeting near-surface Chainman Formation in the B, C and E zones; the other objective was to test for deeper mineralization in the Pilot Shale. Hole GS15-14 collared to the east of the C pit and drilled to the southwest intersected partially oxidized low-grade gold mineralization in the lower Pilot just above the contact with Guilmette Limestone (Cox, 2015). This proof of concept test illustrates the potential for Pilot-hosted mineralization on the mine trend below known mineralization. DHI's 2015 program was largely successful, encountering mineralization in all but two holes. The best intercept of the program was drilled in the E (Echo) mineralized zone (41.1 metres @ 4.57 g/t Au; 134.8 ft @ 0.133 oz/t) with the hole bottoming in mineralization.

Table 9: Significant gold intercepts from the DHI drilling campaign

Hole #	Depth (m)	Zone	Overall Au Intercept				Included Au Intercepts
			From (m)	To (m)	Interval (m)	Au (g/t)	From (m)	To (m)	Interval (m)	Au (g/t)
GS15-01	79	North C	21.4	68.6	47.2	1.18	21.4	35.1	13.7	2.16
GS15-02	239	North C	36.6	71.6	35	1.21	45.7	64	18.3	1.75
GS15-03	108	North C	47.2	82.3	35.1	0.84	74.7	82.3	7.6	1.45
GS15-04	91	B	13.7	22.8	9.1	1.23
GS15-05	84	B	33.5	35	1.5	0.31
GS15-06	105	E	64	105.1	41.1	4.57 *	70.1	94.5	24.4	6.77
GS15-07	98	E	71.6	77.7	6.1	0.23
GS15-08	99	E	76.2	99.1	22.9	0.34*	76.2	86.9	10.7	0.57
GS15-09	198	E	42.7	67.1	24.4	1.35	45.7	59.4	13.7	1.98
GS15-10	190	E	44.2	48.8	4.6	0.17
GS15-11	157	E	13.7	44.2	30.5	0.62	18.3	33.5	15.2	0.87
GS15-12	178	C	No significant results
GS15-13	198	C	No significant results
GS15-14	239	C	201.2	208.8	7.6	0.29
*Hole ended in mineralization

In 2017, Colorado completed 12 RC drill holes (1,492 metres) and tested primarily peripheral targets at the Echo, Alpha zones and the previously untested Golf target situated west of the mine trend (see Figure 6 above). Four holes in the Echo zone targeted the Chainman/Joana contact, encountering mineralization in all. The 6 holes drilled in the Alpha zone were designed to test the Pilot Shale. All these holes intersected mineralization, for example 38.1 metres @ 1.37 g/t Au (125 ft @ 0.04 oz/t), including 19.81 metres @ 2.36 g/t Au (65 ft @ 0.069 oz/t). The two holes in the Golf target successfully confirmed gold in the subsurface in a target far-removed from the mine trend (e.g. 6.1 m @ 1.12 g/t Au; 20 ft @ 0.032 oz/t). The Colorado drill program was successful in intersecting significant intervals of gold mineralization at all zones (see Table 10 below).

Table 10: Significant gold intercepts from Colorado Resources 2017 drill program

Hole ID	Zone	Total Depth (m)	From (m)	To (m)	Interval (m)	Au g/t
GSC17-1	E Zone	124.97	76.20	117.35	41.15	3.23
including			89.92	97.54	7.62	9.75
including			91.44	96.01	4.57	12.00
GSC17-2	E Zone	126.49	73.15	124.97	51.82	0.38
including			76.20	99.06	22.86	0.61
GSC17-3	E Zone	118.87	79.25	100.58	21.34	0.23
GSC17-4	E Zone	124.97	74.68	115.82	41.15	1.85
including			80.77	91.44	10.67	4.16
GSC17-5	A Zone	102.11	27.43	67.06	39.62	1.07
GSC17-6	A Zone	120.40	27.43	51.82	24.38	1.75
including			38.10	48.77	10.67	2.89
GSC17-7	A Zone	120.40	24.38	51.82	27.43	0.54
GSC17-8	A Zone	102.11	16.76	54.86	38.10	1.37
including			16.76	36.58	19.81	2.36

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Hole ID	Zone	Total Depth (m)	From (m)	To (m)	Interval (m)	Au g/t
GSC17-9	A Zone	141.73	13.72	82.30	68.58	0.82
GSC17-10	A Zone	120.40	18.29	39.62	21.34	1.14
GSC17-11	G Zone	166.12	0.00	9.14	9.14	0.68
GSC17-12	G Zone	124.97	1.52	7.62	6.10	1.12

Drilling by Contact Gold

Contact Gold's 2019 Drill Program comprising 10 RC drill holes (1,301.5 metres) was largely confirmatory in nature, designed to put holes in areas of known mineralization in the Echo, Charlie, Bravo and Alpha zones (see Figure 6 above). Four of their holes targeted mineralization in the lower Chainman (Echo, Charlie, Bravo zones) and six holes in the Alpha target targeted the Pilot. All holes were successful in confirming oxide mineralization in all zones.  Figures 7 and 8 are example cross sections showing Contact Gold's drill holes in relation to historic drilling.

Figure 7: E-W cross-section through the Alpha zone showing mineralized intercepts in Pilot Shale from Contact drill holes GS19-01, -02, -03, -06 in relation to stratigraphy and historic holes. View looking north.

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Figure 8: Cross-section through the Echo zones showing
Contact drill hole GS19-07 in relation to historic drilling. View looking north

All of the 10 drill holes completed by Contact Gold encountered gold mineralization. Drilling in the Echo, Charlie North and Bravo zones on the Green Springs mine trend confirm mineralization in the lower Chainman Formation and holes drilled in the Alpha target to the northeast of the main mine trend intersected mineralization within the Pilot Shale. Geology, alteration, oxidation state and presence of gold mineralization from earlier drilling campaigns was confirmed in Contact Gold's drilling. A tabulation of significant gold intercepts from Contact Gold's 10 2019 drill holes is presented in Table 11 below. True width of drilled mineralization is unknown in most cases, but owing to the primary control being strataform, and stratigraphy generally having shallow dips at Green Springs, is estimated to be at least 70% of drilled thickness.

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Table 11: Significant intercepts from Contact Gold 2019 drill holes

As noted previously, many of the historic drill holes at Green Springs have been mined out during production of the Green Springs mine. However, many mineralized intercepts remain. To varying degrees some of these can be considered to represent open mineralization. Some historic holes bottomed in mineralization. Figure 9 below shows all drilling on the Green Springs Project in relation to the various mineralized zones and exploration targets with select intercepts for Contact Gold's 2019 drilling.

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Figure 9: Map showing all drilling on the Green Springs project
in relation to the various mineralized zones and exploration targets
with select intercepts for Contact Gold's 2019 drilling

Sampling, Analysis and Data Verification

Drilling

Limited information is available on methodologies employed by historic operators at Green Springs, particularly for programs prior to 2015. Hence, for the majority of the historic drilling, parameters such as drill sample collection, chain of custody, sample preparation, quality assurance/quality control ("Qa/Qc") procedures and analytical techniques are unknown. It is presumed that procedures and techniques employed by historic operators at Green Springs with regards to drill sample collection and transport were consistent with those in common practice at the time, but the author of the Green Spring Technical Report cannot verify this. For those programs where the assay laboratory is known, analyses were carried out by either ALS Global, Bureau Veritas or Actlabs. All three of these laboratories are well known, industry-accepted assay labs which had (and currently have) international ISO 9001 certification.

Contact Gold's 2019 Drill Program has the most complete information of all the Green Springs drill campaigns and includes complete information regarding drill sampling collection, chain of custody, prep and analysis.

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All drilling is presumed to be done by RC. Though it is possible some of the very earliest drilling employed a conventional drill rig, USMX's drilling (representing the bulk of all drilling at Green Springs) utilized a Drill Systems MPD 1000 RC rig. Given industry standard practice and generally shallow depths drilled, it is unlikely that the more recent programs would have used conventional drilling. No diamond drilling is known to have taken place to date at Green Springs.

Contact Gold employed Qa/Qc protocols for their 2019 drilling as described in the section entitled "Analytical Data - Quality Assurance/Quality Control".

Surface Sampling

Soil Sampling

The Green Springs property has had extensive soil sampling conducted by various operators. Contact Gold's data contains records for approximately 7000 soil samples which were collected by USMX, Bronco, Colorado and Maestro. Gold and multielement geochemical methods are known for some of the sampling, but the majority of samples in the database have only location and analytical results. Field sampling techniques employed during the various programs have not been documented except for USMX programs where samples were collected from depths of 10-30 centimetres on a 60 by 30 metre (100 x 200 ft) grid.

All soil samples in Contact Gold's data have gold and multielement analyses though the number of elements varies depending on what analytical package was used.

Rock Sampling

Contact Gold's data contains results for 399 rock samples, which were collected since 2004 by Palladon, Genesis, Maestro, Colorado and Contact Gold. Data for this sampling are complete and include location, description, date, sampler, analytical methods, and Au and multielement geochemical results. All samples were prepped and analyzed by ALS using Au-AA23 for Au and either MEMS-61, MEMS-41 or ME-ICP 41 for multielement analyses. These different multielement packages utilize different sample digestion techniques and analytical instrumentation with different detection limits which can sometimes make it difficult to compare geochemical data from different samples.

It is almost assured that earlier operators conducted rock sampling but the data is apparently no longer available and does not appear in the Contact Gold data set.

Analytical Data - Quality Assurance/Quality Control

Industry-standard Qa/Qc protocols generally include: the insertion of CRM (certified reference material) standards and barren (blank) samples periodically into the sample stream, collection of duplicate samples (on the drill rig --common with RC drilling, or using ¼ split drill core), and re-analyzing a portion of samples at a second laboratory.

Similar to other drill-related data, information on Qa/Qc procedures and protocols employed by historic operators at Green Springs is not well known; however, Contact Gold's Qa/Qc program is well-defined. It is unknown if historic operators at Green Springs employed Qa/Qc protocols on their surface samples (predominantly soil). Contact Gold did not employ such protocols with their rock sampling.

In addition to any Qa/Qc program employed by the operator, analytical laboratories use their own internal Qa/Qc procedures to ensure sample prep quality, reproducibility of analyses etc. This is certainly the case with ALS, Bureau Veritas and Actlabs. When discrepancies are discerned by these internal laboratory procedures, samples are generally re-prepped or re-analyzed, as required, by the lab before reporting. Neither Contact Gold nor the author has reviewed laboratory internal Qa/Qc data for Green Springs analytical data.

No information is available as to what, if any, Qa/Qc procedures were employed during any of the drill programs undertaken by USMX and its joint venture partners during the 1980's or by Homestake's 13-hole program in 1997-1998.

Visual inspection and observations of assay data from Bronco's, DHI's and Colorado's drilling program suggests that they were inserting control samples, standards and blanks into their drill sample streams, however Contact Gold does not have information as to what CRM (certified reference material) standards were being used. An evaluation of the Qa/Qc from prior drilling programs cannot be made. It would be advisable for Contact Gold to continue in its attempts to obtain more data from Qa/Qc programs of previous operators.

In contrast to historic operators' Qa/Qc programs, the procedures employed in the execution of Contact Gold's 2019 drilling are well documented. CRM standards and blanks were inserted into the sample stream and some duplicate samples were collected. Second-lab check assays were not done, although it is Contact Gold's intention to do so with select samples from the 2019 drilling as well as with future drill programs.

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All control samples (standard, blank, duplicate) were assigned sample names sequentially with the rest of the drill hole samples and shipped together with all samples from a given drill hole.

Upon finalization by ALS of an assay work order, a digital file is emailed with assay results and an accompanying certificate. These are reviewed by Contact Gold's geologist for suspect values or control sample failures. The geologist will then instruct ALS of any follow-up on control sample fails if necessary.

Contact Gold considers a control sample fail to be: a gold assay that is outside of (above or below) 3 standard deviations from the accepted value for a given CRM standard (standard deviation data is determined and provided by Rocklabs), a gold value above detection for a blank, or a duplicate sample with greater than 20% deviation from the duplicate's counterpart sample.

Contact Gold's 2019 program comprised a total of 783 drill samples which included 19 control samples (8 CRM standards, 2 blanks, and 9 duplicate samples). The protocol employed by Contact Gold was to insert a control sample (either standard, blank or duplicate) nominally every 20 to 30 samples though this was not strictly followed. Whereas the author considers this extent of control samples passable for a short first-pass confirmatory drill program, it is advised to increase the amount of control samples and the frequency of insertion in subsequent drill programs.

CRM Standards and Blanks

The certified reference material standards used by Contact Gold during its 2019 program were Rocklabs products purchased through A & A Equipment in Elko, Nevada. The standards were purchased in pulp form with sample weights averaging 0.14 kg. The standards used and their accepted gold values were: OXB130 (0.125 ppm), OXE143 (0.621 ppm) and OXJ120 (2.365 ppm). These standards have an oxide matrix and represent a range of accepted gold values considered suitable for the material encountered at Green Springs.

Blank material was purchased from Shea Clark Smith (MEG Labs, Reno Nevada). They were prepared from barren carbonate material and were coarse samples with weights averaging 1.3 kg.

For Contact Gold's 2019 drilling, gold assays reported by ALS for the 8 CRM control samples were all within the 3 standard deviation limit. The two blank control samples did not have detectable gold (<0.005 ppm ALS assay). All standards and blanks from Contact Gold's 2019 drilling were considered passed.

Duplicate Samples

Duplicate samples were prepared at the drill rig by drilling the selected interval and then halving the sample using a riffle splitter.

One duplicate sample from hole GS19006 was initially considered a fail. Samples GS1906020 and GS1906021 (original and duplicate) returned ALS Au-AA23 assays of 0.316 ppm Au and 0.221 ppm Au, respectively, representing a difference of 0.095 ppm (35% deviation from the sample-pair average of 0.2685 ppm). Each of the two samples were re-analyzed by ALS by creating new pulps from each sample's reject material and the subsequent values returned were: GS1906020: 0.318 ppm Au and GS1906021: 0.223 ppm Au (i.e. showing good repeatability with the original assays). After further review, Contact Gold determined that a duplicate was never included in the sample sequence and, instead of being a duplicate, sample GS1906021 was actually the subsequent 5-ft sample. This was further evidenced by ALS receiving one less sample (the last sample) than was included on the sample submittal prepared by Contact Gold. At this point Contact Gold determined that no further follow-up was necessary.

Results for the nine duplicate samples were as expected, returning values quite close to the corresponding "original" sample.

Data Verification

Validating Green Springs project data include such details as verifying drill hole collar locations, drill hole analytical results and the accuracy of geologic information. As noted in the Green Springs Technical Report, data verification relating to historic drilling (e.g. collar survey methods, the existence of downhole surveys, gold assay analytical methods, Qa/Qc protocols, geologic logging parameters) is largely unknown. As pointed out by SRK concerning pre-2013 historic data, much uncertainty exists regarding data verification.

Evidently, DHI recognized that there were issues regarding collar surveys of earlier drill holes (primarily USMX holes) on the project and undertook re-re-surveying, though Contact Gold is unaware of the results of that effort. It is possible that other operators prior to Contact Gold (e.g. Colorado, Bronco) also made attempts to verify project data that were collected prior to their own involvement. This could be valuable information though the author is unaware that such attempts were made.

As part of the Green Springs Technical Report, during a site visit and subsequent data review, the author was able to verify certain items relating to Green Springs project exploration. These mostly pertain to Contact Gold's 2019 activity as their program has much more complete information.

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Drill Hole Collar Locations

During the site visit, several drill sites were examined in the field. These include 3 Contact Gold drill sites (representing 6 drill holes due to multiple holes being drilled on a single pad; GS1901, GS1902, GS1903, GS1907, GS1910) and one DHI Minerals drill site (GS15-07). In the field the author obtained UTM NAD 27 Zone 11 coordinates for these sites using a handheld Garmin GPS. Subsequent comparison of these location data coincided well with locations in Contact Gold's database. Drill collar elevations were not obtained by the author in the field due to the inherent inaccuracy of a standard handheld GSP in determining elevations.

Review of Drill Cuttings

While in the field, the author reviewed drill cuttings for 3 drill holes GS1907, GS1903 (Contact Gold holes from the Echo and Alpha zones, respectively) and GS17-01 (Colorado hole from the Echo zone). This review was done together with drill hole gold assays (and trace elements for holes with multielement data) and drill log data. Examination of drill cuttings showed that lithologic contacts and alteration zones were consistent with the logging information in the database. A good correlation was observed between visual alteration/mineralization parameters in the cuttings with reported gold (and trace elements where applicable) on the laboratory assay certificates. These alteration features are typical of Carlin-type gold mineralization.

Analytical Data

Assay Database Audit

Contact Gold supplied the author with laboratory assay certificates (in pdf format) for a number of drill holes to be used to verify a sampling of the assay data as it appears in Contact Gold's database. Certificates for 3 Contact Gold drill holes (GS19 series), 3 Colorado drill holes (GS17 series) and 3 DHI drill holes (GS15 series) were reviewed. This represents exploration undertaken on the project since 2015. No attempt was made to verify data related to earlier programs (as previously noted, Contact Gold does not possess assay certificates for much of the historic drilling). Contact Gold's data include gold assays and some multielement geochemical analyses. Only gold data were examined; no attempt was made to verify the multielement geochemical data. Furthermore, no attempt was made to determine the completeness of Contact Gold's assay database (as noted by SRK (2013) some of the drilling done prior to 2013 had missing assays or incomplete sampling for some holes). However, for the Contact Gold, Colorado and DHI drill holes reviewed, the author noted the completeness of assay data in the database and noted only one missing assay interval.

The author verified 131 assay intervals for 3 DHI Minerals holes (GS15-01, -05, -08), representing approximately 10% of the assay records in the database for GS15 series holes. For the intervals checked, complete agreement was found between the assay certificates and the database except for the one interval with a missing assay in the Contact Gold data.

Assay data for 90 samples from 3 holes (GSC17-2, -7 and -12) were verified for Colorado drilling. This represents roughly 10% of the data for GS17 series holes. Of the 90 intervals checked, 4 errors were found. The number of erroneous occurrences found is not considered significant.

For Contact Gold drill holes (GS19 series) assay intervals were checked and verified from holes GS1901, GS1904, GS1907 and GS1909. Eighty-seven (87) intervals were checked, representing roughly 11% of the assay records for Contact Gold's 2019 drill holes. Complete agreement was found for all records checked.

Contact Gold's handling of their drill assay data appears to be well-executed with no missing samples or discrepancies noted for the drill holes reviewed. It was noted that sample assay values below the laboratory detection limit (<0.005 ppm Au) are entered as 0.0025 ppm. This is good standard industry practice that provides a numerical value as well as distinguishes between a valid analysis and no data.

Quality Assurance/Quality Control (Qa/Qc)

As discussed previously, Qa/Qc procedures followed by past operators are largely unknown. It is known that Colorado, Bronco and DHI were inserting blanks and standards into their drill sample streams but Contact Gold has no information as to the standards being employed for any of these programs. No information regarding Qa/Qc exists for earlier programs (USMX); it is possible that such procedures were not used. As such, no verification of assay data utilizing an analysis of Qa/Qc results can be done for any of the historical programs. The author recommended that Contact Gold make attempts to procure these data and perform an evaluation in order to help validate of some of the historic data. Contact Gold utilized Qa/Qc procedures and, as described above, these are well documented.

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Limits of Validation

The author validated only a sample of Contact Gold's drill-related data and information. As has been stated, it is known that uncertainties exist surrounding some of the historic (pre-Contact Gold) data. It is possible that errors exist outside of the drill holes checked and drill assays verified.

No surface sample assay data was verified; however, as part of the site visit the author examined several mineralized outcrops in conjunction with sample assays and found good correlation between anomalous assay values and visually altered and mineralized outcrop.

Although some of the pre-Contact Gold programs appear to have employed industry standard practices, there still exist uncertainties and much of the data cannot be verified at this time.

For Contact Gold's 2019 program, the author believes the data to be of good quality and accuracy and can be relied upon.

Mineral Processing and Metallurgical Testing

The assay database provided by DHI to Contact Gold did not include any cyanide soluble gold assays or other metallurgical test work from prior operators at Green Springs. As part of Contact Gold's normal analytical protocols employed during their 2019 Drill Program, all samples yielding fire assay gold results greater than or equal to 0.1 ppm Au were also subjected to cyanide leach assay. This can be considered a preliminary first step in determining gold extractability by cyanide solution. In addition, limited bottle roll testing was conducted as a means of confirming cyanide extractability.

Cyanide Solubility Analyses

During the 2019 Drill Program, Contact Gold's drill sample submittals to ALS Global required all samples be analyzed by fire assay with an atomic absorption finish (ALS method Au-AA23) for gold and, in addition, all samples retuning > 0.1 ppm Au by that method also be analyzed by cyanide leach (ALS method Au-AA13, cyanide leach extraction with atomic absorption spectrometry determination fort gold). This helps provide a factual check on visual oxidation calls from logging from which ultimately a three-dimensional oxide model can be built to constrain a future resource calculation. Overall, both logging and cyanide analyses indicate that oxidation in Contact Gold's drill intercepts containing gold mineralization is mostly complete with generally very good cyanide recoveries, though some of the intercepts from the Alpha zone exhibit lesser cyanide recoveries than those from other zones.

Based on cyanide assays, most of the gold mineralization intersected during Contact Gold's 2019 drilling is non-refractory. Table 12 lists gold mineralized intervals from the 2019 drilling with determination of oxidation as determined by cyanide assays (Au-AA313). The best oxide interval was from drill hole GS19-07 which returned a weight-averaged fire assay value of 2.369 g/t Au over 70.1 metres (0.069 oz/t over 230 ft). Calculating the same interval with cyanide assays yields an average of 2.388 g/t Au (0.070 oz/t).

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Table 12: Gold mineralized intercepts from Contact Gold's 2019 drilling
with determination of oxidation-based on cyanide solubility assays (Au-AA13).

Bottle Roll Testing

In 2020, three cyanide bottle roll tests were completed on composite samples from 2019 RC drill intercepts from the Alpha, Bravo and Echo Zones. Composites were made by combining individual 5 ft sample intervals from single drill holes in each zone. Two composites were from Chainman/Joana-hosted mineralization in the Echo and Bravo Zones (holes GS19-07 in the Echo zone and GS19-10 in the Bravo zone) and were logged as oxide. The third composite was from hole GS19-02 in the Alpha zone and was logged as mixed oxide and sulfide from the lower Pilot Shale. Bottle roll tests were carried out by ALS Global, Reno Nevada utilizing method Au-AA14 (cyanide extraction of a 1 kg sample using a 12-hour agitated leach followed by atomic absorption spectrometry determination of Au).

Bottle roll test results are as follows in Table 13 below, using original Fire Assay and Gravimetric methods:

Table 13: Summary of bottle roll test results conducted by ALS for Contact Gold on 2019 RC drilling at Green Springs

Zone	Hole ID	Start	End	Interval	Bottle Roll	BR recovery vs
		metres	metres	metres	Assay	FA/AA +/-Grav
Alpha	GS19-02	24.38	50.29	25.91	0.78	49%
Echo	GS19-07	85.34	106.68	21.34	6.02	108%
Bravo	GS19-10	12.19	35.05	22.86	1.04	99%

The Alpha zone composite showed reduced cyanide extractability presumably due to the composite being made up of both oxidized and unoxidized samples. Ten of the samples, representing 15.2 metres (50 ft), individually showed approximately 90% cyanide solubility in the Au-AA13 analyses. Seven of the samples included in the composite, representing 10.67 metres (35 ft) showed less than 20% cyanide solubility. The author of the Green Springs Technical Report noted that future work should focus on testing these material types separately. Individual cyanide assays (Au-AA13) in the Alpha zone, hosted within the Pilot Shale, shows cyanide extractability within the mineralized zone increasing with depth towards the limestone contact.

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The author of the Green Springs Technical Report commented that overall, the initial bottle roll tests from Green Springs are encouraging and demonstrate the amenability of both the remaining Chainman Shale-hosted mineralization, as well as the underexplored Pilot Shale-hosted mineralization to cyanide extraction methods. The author also recommended that future work include additional bottle roll testing and, ultimately, column leach tests which would help evaluate potential amenability to heap leach processing for Green Springs mineralization.

Mineral Resource and Mineral Reserve Estimates

There are no mineral resource estimates for the Green Springs property. There has been insufficient exploration to define a mineral resource.

Exploration, Development and Production

In the opinion of the author of the Green Springs Technical Report, the Green Springs project clearly warrants additional exploration investment and an aggressive work program is therefore recommended.

Multiple, high quality drill targets have been identified by Contact Gold along the Green Springs mine trend of deposits and zones including Alpha and Tango in the north part of the property, to Bravo, Charlie North, Echo Zones and the Zulu target in the south. The parallel anticline trend located 1 kilometre east of the mine trend encompassing the Whiskey, Foxtrot, Golf and other unnamed targets south of Golf represents additional exploration potential. Detailed geologic mapping, and surface rock and soil sampling has been completed, and this in combination with existing CSAMT data is sufficient to define at least nine, drill-ready targets, though further surface investigations should be completed to both refine existing targets and to develop new targets elsewhere in the Green Springs project area. To this end, detailed mapping focused on gold and trace element soil anomalies should continue, accompanied by selective rock-chip sampling of altered or otherwise permissive outcrops. Gravity and possibly magnetic surveys are recommended to provide additional data upon which to target drill holes, especially in areas that are covered, or have poor exposure of geology. Core drilling should be at least 20% of the total metreage to provide the exploration team with the details of the project stratigraphy, structure, alteration, and mineralization. Drill core would also allow for additional metallurgical testing.

Contact Gold's 2019 exploration program confirmed the target concept of primary interest: that gold mineralization occurs within the lower Pilot Shale, particularly at the contact of the Pilot Shale with the underlying Guilmette Limestone. This concept was key to Contact Gold's decision to acquire the project. The remaining potential at the Chainman Shale / Joana Limestone contact appears limited to perhaps 100,000 to 200,000 ounces gold but the Pilot Shale target has been essentially unexplored at Green Springs. The proof of concept program was successful, and so an aggressive approach to pursuing this target along the entire length of the Green Springs mine trend as well as peripheral targets is recommended. Deeper drilling on the northern Carlin trend in the 1980's and early 1990's was key to discovering the giant deposits at Post/Betze, Meikle and Leeville after 20 previous years of mining.

A Phase 1 budget and program totalling $3.77 million is recommended, including 15,000 metres (49,125 ft) of RC and 3,750 metres (12,250 ft) of core drilling is recommended. Depending on the success of the Phase 1 program, a Phase 2 program with a budget of $5.32 million, including an additional 21,000 metres of RC and 5,250 metres of core would be recommended. These programs include drilling and associated road building, additional soil and rock- chip sampling, geologic studies, and geophysics, and resource calculation and metallurgical studies. This work would address already defined targets in and adjacent to the mine trend as well as work on peripheral target areas. Costs for the recommended program are summarized in Table 14. 

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Table 14: Recommended exploration budget for Green Springs

Item	Phase 1 (US$)	Phase 2 (US$)
Geology; Soil and Rock Sampling	$150,000	$175,000
Geophysics Gravity / Magnetics Survey	$75,000	$75,000
RC Drilling Contractors	$1,250,000	$1,750,000
Core Drilling Contractors	$1,250,000	$1,750,000
Drilling Program - Assaying	$500,000	$700,000
Drilling Program - Personnel	$247,500	$350,000
Project Supervision and Interpretation	$125,000	$175,000
Land Holding	$100,000	$100,000
Permitting and Environmental	$60,000	$75,000
Resource Calculation	--	$100,000
Metallurgy	$12,500	$70,000
Total	$3,770,000	$5,320,000

It is the author's opinion that the Green Springs project is a project of merit and warrants the proposed program and level of expenditures outlined above.

Recent Developments

No material changes relating to Green Springs have occurred since the date of the Green Springs Technical Report.

Exploration and Development

On September 2, 2020, announced the start of drilling at Green Springs, with a planned focus initially for one RC rig to drill at the property's Echo Zone, and then carry on at targets along the know gold trend to test the potential for the Pilot Shale to host Carlin-type gold mineralization,  as well as at the Tango, Foxtrot, and Whiskey target areas where the Pilot Shale/Devils Gate Limestone contact is exposed at surface.

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DIRECTORS, OFFICERS AND CERTAIN SIGNIFICANT EMPLOYEES

The following table sets forth the names, ages and titles of our directors and executive officers.

Name, Age Position with the Company and Municipality of Residence	Principal Occupation
Matthew Lennox-King Age: 44 President, Chief Executive Officer and a Director since June, 2017 Whistler, British Columbia	Mr. Lennox-King brings over 20 years of experience in mineral exploration to the Company, as a geologist, and mining company executive. From April 2011 to November 2015, Mr. Lennox-King was President and Chief Executive Officer of Pilot Gold Inc., a TSX listed gold exploration & development company, active in the Western United States and Eastern Europe. At Pilot Gold, Mr. Lennox-King raised over $70 million in equity financings to support the company's activities. Prior to joining Pilot Gold, Mr. Lennox-King was a Senior Geologist at Fronteer Gold Inc. where he successfully identified properties and executed multimillion-dollar exploration programs that generated exponential deposit growth for Fronteer Gold. Mr. Lennox-King brings expertise in mineral exploration, finance, corporate governance, M&A and corporate leadership to his role as President & CEO. Mr. Lennox-King holds a B.Sc. in Geological Sciences from the University of British Columbia and was a 2014 recipient of Business in Vancouver's Top 40 Under 40. Mr. Lennox-King was also a non-executive director of BCM Resources Inc., a TSX-V listed base metals focused exploration company.
John Wenger Age: 46 Vice-President Strategy, Chief Financial Officer and Corporate Secretary since June, 2017 Vancouver, British Columbia	From 2011 to 2017, Mr. Wenger served as Chief Financial Officer and Corporate Secretary of Pilot Gold, where he was part of a management team that raised over $100 million, and successfully completed multiple property transaction deals and acquisitions. Mr. Wenger worked for Ernst & Young LLP from 2001 to 2011 where he acquired considerable experience in financial reporting for both Canadian and U.S. publicly listed companies, primarily in the mining industry. Mr. Wenger has been a Chartered Professional Accountant with the Chartered Professional Accountants of British Columbia since 2006. Mr. Wenger was also previously a non-executive director of Osprey Gold Development Ltd., a TSXV-listed company.
Vance Spalding Age: 53 Vice-President, Exploration since June, 2017 Spring Creek, Nevada	Mr. Spalding's gold exploration experience spans more than 30 years. A Certified Professional Geologist (AIPG), and Qualified Person, he most recently served as Deputy Director of Brownfields Exploration for Kinross Gold Corporation. At Kinross, Mr. Spalding built and led the exploration team at Bald Mountain from January 2016 to June 2017, overseeing 60 km of drilling and adding 1.24 Moz of gold to the mineable reserve base. Mr. Spalding previously worked with Pilot Gold from listing in April of 2011 until January, 2016 serving first as Exploration Manager and then as Vice President of Exploration, identifying projects for acquisition and managing programs at the Kinsley (Nevada) and Goldstrike (Utah) properties, and overseeing budgets of up to $20M per year and 20 full time employees in Nevada and Turkey. Prior to this, Mr. Spalding served as Fronteer Gold's U.S. Exploration Manager from 2009 until the sale to Newmont in 2011, where he oversaw the generative exploration program as well as early to advance stage drilling and development. He served as Project Manager at Centerra / Cameco Gold from 1997 to 2009, where he led the discovery of 2 Moz of gold at the REN project on the northern Carlin Trend. He also served as Exploration Manager at Centerra's Kumtor Gold mine in the Kyrgyz Republic. Prior to Centerra, he worked with Santa Fe Pacific Gold and Gold Fields Mining on various exploration and development projects in the western United States, including Mule Canyon and Atlanta in Nevada, and Elkhorn in Montana. Mr. Spalding holds a B.Sc. in Geology from the University of Idaho.
Andrew Farncomb Age: 38 Senior Executive Vice-President and a Director since June, 2017 Toronto, Ontario	Mr. Farncomb brings extensive experience in the capital markets to the Company. Mr. Farncomb has diverse experience advising public and private companies on mergers and acquisitions and financing transactions across a range of sectors. In the natural resources sector, Mr. Farncomb has worked with exploration to production stage companies in advisory and Board capacities. Mr. Farncomb is a founder and Principal at Cairn Merchant Partners LP (since May 2012), an independent merchant bank focused on principal investing. Prior to forming Cairn Merchant Partners, Mr. Farncomb was a Partner at Paradigm Capital Inc., a Canadian investment bank focused on small to medium-sized companies. Prior to Paradigm Capital, Mr. Farncomb held a business development role at a consumer goods company in Hong Kong. Mr. Farncomb is also a board member of several TSX and TSXV-listed and private companies. He is also a member of the board of directors and chairs the Investment Committee at the Flavelle Foundation. Mr. Farncomb graduated from the Smith School of Business at Queen's University with a Bachelor of Commerce (Honors) degree and received the Merrill Lynch Scholarship.

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Name, Age Position with the Company and Municipality of Residence	Principal Occupation
John Dorward Age: 48 Chairman of the Board and a Director since June, 2017 Melbourne, Australia	Mr. Dorward is President and Chief Executive Officer of Roxgold Inc. (since September 2012), a TSX-listed gold producer and has over 20 years of experience in the mining and finance industries. Prior to his time at Roxgold, Mr. Dorward served as Vice-President, Business Development at Fronteer Gold from October 2009 to April 2011 where he was an integral part of the team that sold the large Michelin uranium deposit, acquired AuEX Ventures Inc., and successfully advanced Fronteer Gold's properties prior to the company's sale to Newmont for $2.3 billion in 2011. Mr. Dorward was the Chief Financial Officer of Mineral Deposits Ltd. from 2006 to 2009, where he was responsible for financing the construction of the Sabodala Gold Project in Senegal, West Africa, and was the Chief Financial Officer at Leviathan Resources Ltd., an ASX-listed gold producer, before its acquisition in 2006. He was a non-executive director of Pilot Gold from 2011 to 2015, and is currently a non-executive director of Navarre Minerals Ltd., an ASX-listed exploration company.
George Salamis Age: 53 Director since June, 2017 North Vancouver, British Columbia	Mr. Salamis has over 25 years of experience in mineral exploration, mine development and operations and was previously the Executive Chairman of Integra Gold Corp., a gold development company acquired by Eldorado Gold for $590M in June 2017. Mr. Salamis is also Chief Executive Officer of Pinecrest Resources Ltd. (since 2014), a TSXV-listed exploration company. Mr. Salamis has previously held senior management positions with a number of mining companies including Placer Dome Inc. and Cameco Corporation. He has been involved in mergers and acquisitions transactions valued over $1.8 billion, either through the sale of assets, or of junior mining companies that he played a key role in building. Mr. Salamis holds a degree in geology from the University of Montreal.
Mark Wellings Age: 56 Director since June, 2017 Toronto, Ontario	Mr. Wellings is a mining professional with over 25 years of international experience in both the mining industry and mining finance sector and is currently President and Chief Executive Officer and a director of Eurotin Inc., a director of Superior Gold Inc., Adventus Zinc Corporation, and Principal at INFOR Financial Group Inc. From 1988 to 2004, Mr. Wellings worked in the finance industry with a variety of companies and roles including Derry, Michener, Booth & Wahl, Arimco N.L., Inco Ltd. and Watts Griffiths McOuat, acquiring valuable hands-on experience in exploration, development and production. In 1996, Mr. Wellings joined the investment dealer GMP Securities L.P. where he cofounded the firm's corporate finance mining practice. During his 18 years at GMP, Mr. Wellings was responsible for, and advised on, some of the Canadian mining industry's largest transactions, both in equity financing and mergers and acquisitions. Mr. Wellings is a Professional Engineer and holds a master of business administration degree and a Bachelor of Applied Science degree in Geological Engineering.
Riyaz Lalani Age: 43 Director since June, 2017 Toronto, Ontario	Riyaz Lalani was the Chief Corporate Officer at The Supreme Cannabis Company, Inc. and focuses on activities that require cross-functional expertise. Mr. Lalani specializes in financial transactions, shareholder actions, crisis communications and media relations. As the founder and CEO of leading communications and stakeholder relations firm Bayfield Strategy, Inc., Mr. Lalani has extensive experience working with public companies, boards of directors, shareholders and the media. Before founding Bayfield, Mr. Lalani was the Chief Operating Officer of Canada's largest proxy firm, where he co-led the firm's efforts to provide confidential strategic and governance advice to more than a dozen large-cap public companies to protect against potential or threatened dissident actions. He was also previously employed by an international asset manager for 10 years in New York and Toronto, including as its director of research for several years. Mr. Lalani is a director of a TSX-V listed company, a director of the Canadian Journalism Foundation and a past director of three public companies.
Charlie (Richard) Davies Age: 44 Director since June, 2017 Toronto, Ontario	Mr. Davies has over 15 years of experience in exploration and mining, and is currently the Principal, Exploration for Waterton Global Resource Management, Inc. (since April 2014), where his primary duties involve technical evaluations and developing mining projects for study work. Prior to joining Waterton, Mr. Davies served over six years as an Exploration Manager for Kinross Gold. Prior to Kinross Gold, Mr. Davies held senior exploration management roles for Bolnisi Gold NL in Mexico and Ivanhoe Mines Mongolia Ltd in Mongolia. Mr. Davies was awarded a PhD in Economic Geology and holds a Bachelor of Science (First Class Honours).

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Involvement in Certain Legal Proceedings

Corporate Cease Trade Orders

To Contact Gold's knowledge, no director or executive officer of Contact Gold is, as of the date hereof, or was within ten years before the date hereof, a director, chief executive officer or chief financial officer of any company (including Contact Gold), that:

(a)was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or

(b)was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Bankruptcies and Other Proceedings

To Contact Gold's knowledge, no director or executive officer of Contact Gold, or a shareholder holding a sufficient number of securities of Contact Gold to affect materially the control of Contact Gold:

(a)is, as of the date hereof, or has been within the ten years before the date hereof, a director or executive officer of any company (including Contact Gold) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(b)has, within the ten years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

Penalties or Sanctions

To Contact Gold's knowledge, no director or executive officer of the Contact Gold, or a shareholder holding a sufficient number of securities of Contact Gold to affect materially the control of Contact Gold, has been subject to:

(a)any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(b)any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Board of Directors

The Board, at present, is composed of seven directors, two of whom are executive officers of Contact Gold and five of whom are considered to be "independent", as that term is defined in applicable securities legislation. Each of Messrs. Davies, Dorward, Lalani, Salamis and Wellings are considered to be independent directors. Mr. Lennox-King, by reason of his being the President and Chief Executive Officer of Contact Gold and Mr. Farncomb by reason of his position as Executive Vice-President are not. In determining whether a director is independent, the Board, among other things, considers whether the director has a relationship which could be perceived to interfere with the director's ability to objectively assess the performance of management.

The Board is responsible for approving long-term strategic plans and annual operating plans and budgets recommended by management. Board consideration and approval is also required for material contracts and business transactions, and all debt and equity financing transactions.

The Board delegates to management responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on Contact Gold's business in the ordinary course, managing Contact Gold's cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board also looks to management to furnish recommendations respecting corporate objectives, long-term strategic plans and annual operating plans.

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Directorships

Certain of the directors of Contact Gold are also directors of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction as follows:

Name of Director	Other reporting issuer (or equivalent in a foreign jurisdiction)
John Dorward	Navarre Minerals Ltd. (1) Roxgold Inc.
Andrew Farncomb	Canterra Minerals Corporation Excellon Resources Inc. Northern Superior Resources Inc.
Riyaz Lalani	None
Mark Wellings	Adventus Zinc Corporation Eurotin Inc. Superior Gold Inc.
George Salamis	Edgewater Exploration Ltd. Integra Resources Corp. Pinecrest Resources Ltd.
Charlie Davies	None
(1) a company listed on the Australian Securities Exchange

Interlocking Boards and CEO Board restriction

None of Contact Gold's directors currently serve together on the board of any other reporting issuer.

Mr. Lennox-King is not allowed to sit on the board of more than one other reporting issuer.

Orientation and Continuing Education

Contact Gold has not yet developed an official orientation or training program for new directors. As required, new directors have the opportunity to become familiar with the Contact Gold by meeting with the other directors, officers and employees. Orientation activities are tailored to the particular needs and experience of each director and the overall requirements of the Board.

Director Term Limits

Contact Gold has not adopted term limits for the directors of the Board as term limits could result in the loss of directors who have been able to develop, over a period of time, significant insight into Contact Gold and its operations and an institutional memory that benefits the Board as well as Contact Gold and its stakeholders.

Retirement Policy

Contact Gold does not currently have a retirement policy requiring its directors to retire at a certain age.

Written Position Description of the CEO

The Board has developed a written position description for the CEO, which delineates the role and responsibilities of the CEO, along with such other responsibilities as may be delegated to the CEO by the Board or its Committees from time to time.

CEO Succession Planning

There is currently no formal process in place to manage succession planning for the position of CEO. The Corporate Governance and Nominating Committee ("CGNC") and the Board does not believe at this time that Contact Gold is dependent upon any one of the individual Executives, including the CEO so as to require a formal succession plan. It is envisaged that a member of the Executive or the Board would temporarily assume the position and duties of CEO on an interim basis should the need arise while a search for a suitable candidate was undertaken. The CGNC expect to continue its ongoing review for a need to formalize a succession process in 2019 in order to ensure that a qualified successor to Contact Gold's Chief Executive Officer position can be identified, if and when appropriate.

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Ethical Business Conduct

The Board monitors the ethical conduct of Contact Gold and ensures that it complies with the applicable legal and regulatory requirements of relevant securities commissions and stock exchanges. Contact Gold has a Code of Conduct and Business Ethics, as well as more specific Codes of Conduct for Senior Financial Officers and for members of the Board. Each of which can be found on Contact Gold's website at http://contactgold.com/corporate/governance/.

In general, the Board has found that the fiduciary duties placed on individual directors by Contact Gold's governing corporate legislation and the common law, as well as the restrictions placed by applicable corporate legislation on the individual director's participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of Contact Gold.

Complaints Procedures

Contact Gold has also adopted specific procedures to receive complaints and submissions relating to accounting matters (the "Whistleblower Policy", included as a schedule to the Code of Conduct and Business Ethics), which outline complaint procedures for financial concerns and other corporate issues. A Complaints Officer has been appointed under the Whistleblower Policy to whom complaints and submissions can be made regarding accounting, internal accounting controls or auditing matters or issues of concern regarding accounting or auditing matters.

Excluding complaints or submissions made directly to the Complaints Officer regarding financial, accounting or auditing matters, the Board does not formally monitor compliance with the Codes. Management is responsible to report to the CGNC when they become aware of any breaches or alleged breaches of the Codes and complaints made by suppliers or employees against Contact Gold or any director, employee or officer. In the event of a violation of any of the Code of Conduct and Business Ethics, the applicable committee of the Board will investigate the breach or alleged breach and, if appropriate, recommend corrective disciplinary action, including, if warranted, termination of employment. In the event that a breach or alleged breach relates to financial, accounting or auditing issues, the Complaints Officer and the Audit Committee will share responsibility to investigate the matter.

At the date of this Circular, there has been no conduct by a director or executive officer that constitutes a departure from the Codes and the Complaints Officer has received no complaints under the Whistleblower Policy.

Meetings without management present

During 2018 and 2019, the independent members of the Board met in camera at each regular board and committee meeting.

Nomination of Directors

The Board does not have a formal process for identifying new candidates for Board nomination. When required, the Board collaborates with management to identify potential candidates to consider their suitability for membership on the Board.

Corporate Governance and Nominating Committee

The Board has established a Corporate Governance and Nominating Committee that is comprised entirely of independent directors; this committee is charged with the responsibility of identifying new candidates for Board nomination, among other things. The current members of the CGNC are: Mr. George Salamis (Chair), Mr. Mark Wellings, and Mr. Riyaz Lalani. While a formal process has not yet been developed, it is expected that Board candidates will be identified through industry contacts and search firms.

The responsibilities and powers of the Corporate Governance and Nominating Committee are set out in its written charter, and include, among other things:

(a)monitor compliance with Contact Gold's corporate governance policies;

(b)develop a code or codes of business conduct and ethics for Contact Gold and review the code(s) of business conduct and ethics and approve changes if necessary, on an annual basis;

(c)assist the Board in monitoring compliance with Contact Gold's code(s) of business conduct and ethics;

(d)propose agenda items and content for submissions to the Board related to corporate governance issues and provide periodic updates on recent developments in corporate governance;

(e)conduct a periodic review of the relationship between management and the Board and its effectiveness;

(f)review on an ongoing basis Contact Gold's approach to governance, and recommend the establishment of appropriate governance policies and standards in light of securities law and exchange requirements;

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(g)review and recommend to the Board changes to the way directors are to be elected to the Board by Shareholders, if appropriate;

(h)conduct at least annually an evaluation of the effectiveness of the Board and its Committees and recommend any changes to the composition of the Board;

(i)conduct an annual evaluation of the overall performance and effectiveness of individual directors;

(j)recommend to the Board a slate of candidates for presentation to the Shareholders at each annual meeting of Shareholders and one or more nominees for each vacancy on the Board that occurs between annual meetings of Shareholders, if any;

(k)recommend to the Board qualified members of the Board for membership on Committees of the Board and recommend a qualified member of the Board to act as Chair of the Board;

(l)provide orientation for new directors and ongoing education for all directors; and

(m)review executive officer succession plans and ensure that a qualified successor to Contact Gold's Chief Executive Officer position is identified, if and when appropriate.

Compensation Committee

The Board has also established a Compensation Committee, which is comprised entirely of independent directors. The current members of the Compensation Committee are Messrs. Mark Wellings (Chair), John Dorward and George Salamis. Each of the Committee members has served for several years in either a senior management capacity, or as a director and compensation committee member of an issuer, at which they would have had direct responsibility for reviewing performance of direct reports, hiring, setting of performance goals and objectives and setting salaries.

The Compensation Committee has adopted a written charter, pursuant to which its responsibilities include, among other things:

(a)annually review and approve corporate goals and objectives relevant to the CEO and executive officer compensation, evaluate the performance of the CEO and each executive officer's performance in light of those goals and objectives, and recommend to the Board for approval the compensation level for the CEO and each executive officer based on this evaluation;

(b)administer and make recommendations to the Board regarding the adoption, amendment or termination of Contact Gold's incentive compensation plans and equity-based plans (including specific provisions) in which the CEO and executive officers may participate;

(c)recommend to the Board compensation and expense reimbursement policies for Board members; and

(d)review and approve employment agreements, severance arrangements and change in control agreements and other similar arrangements for the CEO and executive officers.

Contact Gold has not completed an assessment of potential risks associated with Contact Gold's compensation policies and practices. The Compensation Committee is responsible for annually reviewing Contact Gold's compensation arrangements, as set out above, and may determine to undertake such an assessment during a later period.

Audit Committee

Contact Gold has an Audit Committee, which is currently comprised of Mr. Riyaz Lalani (Chair), Mr. Mark Wellings, and Mr. John Dorward, each of whom is considered independent and financially literate in accordance with applicable securities laws. The Audit Committee has adopted a written charter that sets out its duties and responsibilities. Each of Mr. Dorward and Mr. Wellings is a financial expert, with experience preparing, analyzing and evaluating financial statements presenting a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by financial statements prepared by Contact Gold. Mr. Dorward holds a Bachelor of Commerce degree, and has completed the Chartered Financial Analyst designation (Australia). Mr. Dorward has previously served as Chief Financial Officer of other publicly-listed companies in the mining and metals sector, and also sat on the audit committee of other similar companies. Mr. Wellings holds a Master's degree in Business Administration, and had over 18 years of experience leading the corporate finance group (mining) at GMP Securities. He has also served on the audit committees of other similar companies.

As part of Contact Gold's corporate governance practices, the Audit Committee has adopted a Policy on Pre-Approval of Audit and Non-Audit Services for the pre-approval of services performed by Contact Gold's auditors. The objective of this policy is to specify the scope of services permitted to be performed by Contact Gold's auditors and to ensure that the independence of Contact Gold's auditors is not compromised through engaging them for other services. All services provided by Contact Gold's auditors are pre-approved by the Audit Committee as they arise or through an annual pre- approval of amounts for specific types of services. The Audit Committee has concluded that all services performed by Contact Gold's auditors comply with the Policy on Pre-Approval of Non-Audit Services, and professional standards and securities regulations governing auditor independence.

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The Charter of the Audit Committee can be found on Contact Gold's website at http://contactgold.com/_resources/governance/Contact-Gold-Audit-Committee-Charter-2017.pdf.

Health, Safety & Sustainability

Contact Gold has established a Health, Safety and Sustainability Committee, which is currently comprised of Messrs. George Salamis, Charlie Davies, and Matthew Lennox-King. The Health, Safety and Sustainability Committee have adopted a written charter, pursuant to which its responsibilities include, among other things:

(a)encourage, assist, support and counsel management of Contact Gold in developing short and long-term policies, standards and principles with respect to sustainability, the environment, health and safety;

(b)review and monitor the sustainability, environmental, safety and health policies and activities of Contact Gold on behalf of the Board to ensure that Contact Gold is in compliance with appropriate laws and legislation, and policy;

(c)review regular sustainability, environment, health and safety reports; and

(d)review an annual report by management on sustainable development, environmental, safety and health issues.

The Health, Safety and Sustainability Committee has also adopted a policy recognizing that Contact Gold's success is tied to health, safety and sustainability of the communities in which Contact Gold operates, and acknowledges that Contact Gold and its personnel have a shared responsibility in working with the communities in which Contact Gold operates.

Other Board Committees

Other than as described herein, the Board has not appointed any other committees to date.

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EXECUTIVE COMPENSATION

The following table contains compensation data for our named executive officers for the current fiscal year. In this section "Named Executive Officer" or "NEO" means the Chief Executive Officer, the Chief Financial Officer and each of the three most highly compensated executive officers, other than the Chief Executive Officer and the Chief Financial Officer, who were serving as executive officers at the end of the most recently completed fiscal years ended December 31, 2019, 2018 and 2017, and whose total salary and bonus exceeds $150,000, as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an officer of Contact Gold at the end of the most recently completed financial year end.

The following table sets out all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by Contact Gold any subsidiary thereof to each Named Executive Officer and each director of Contact Gold, in any capacity, including, for greater certainly, all plan and non-plan compensation, direct and in-direct pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the Named Executive Officers or director for services provided and for services to be provided, directly or indirectly, to Contact Gold or any subsidiary thereof:

Table of compensation

Name and position	Year(1)		Salary(2)		Bonus(5)		Stock Awards(6)		Option Awards(7)		Nonequity incentive plan compensation		Nonqualified deferred compensation earnings		All other compensation(8)		Total compensation
Matt Lennox-King	2017	$	158,399	$	-	$	-	$	292,460	$	-	$	-	$	-	$	450,859
President, CEO and Director	2018	$	253,499	$	97,500	$	-	$	133,353	$	-	$	-	$	-	$	484,352
	2019	$	256,512	$	31,351	$	-		26,051	$	-	$	-	$	-	$	313,914
Charlie Davies	2017	$	-	$	-	$	-	$	175,476	$	-	$	-	$	-	$	175,476
Director	2018	$	35,000	$	-	$	-	$	66,676	$	-	$	-	$	-	$	101,676
	2019	$	35,000	$	-	$	-		14,886	$	-	$	-	$	-	$	49,886
John Dorward	2017	$	-	$	-	$	-	$	175,476	$	-	$	-	$	-	$	175,476
Director	2018	$	50,000	$	-	$	-	$	66,676	$	-	$	-	$	-	$	116,676
	2019	$	25,000	$	-	$	25,000		14,886	$	-	$	-	$	-	$	64,886
Andrew Farncomb(3)	2017	$	102,000	$	-	$	-	$	292,460	$	-	$	-	$	-	$	394,460
Senior Vice-President and Director	2018	$	180,467	$	64,800	$	-	$	111,127	$	-	$	-	$	-	$	356,394
	2019	$	182,933	$	22,573	$	-		22,329	$	-	$	-	$	-	$	227,835
Riyaz Lalani	2017	$	-	$	-	$	-	$	175,476	$	-	$	-	$	-	$	175,476
Director	2018	$	40,000	$	-	$	-	$	66,676	$	-	$	-	$	-	$	106,676
	2019	$	20,000	$	-	$	20,000		14,886	$	-	$	-	$	-	$	54,886
George Salamis	2017	$	-	$	-	$	-	$	175,476	$	-	$	-	$	-	$	175,476
Director	2018	$	35,000	$	-	$	-	$	66,676	$	-	$	-	$	-	$	101,676
	2019	$	17,500	$	-	$	17,500		14,886	$	-	$	-	$	-	$	49,886
Mark Wellings	2017	$	-	$	-	$	-	$	175,476	$	-	$	-	$	-	$	175,476
Director	2018	$	35,000	$	-	$	-	$	66,676	$	-	$	-	$	-	$	101,676
	2019	$	17,500	$	-	$	17,500		14,886	$	-	$	-	$	-	$	49,886
John Wenger	2017	$	142,559	$	-	$	-	$	233,968	$	-	$	-	$	-	$	376,527
Vice-President, Strategy and Chief Financial Officer	2018	$	230,368	$	94,250	$	-	$	111,127	$	-	$	-	$	-	$	435,745
	2019	$	232,316	$	28,216	$	-		22,329	$	-	$	-	$	-	$	282,861
Vance Spalding(4)	2017	$	132,055	$	-	$	100,000	$	194,778	$	-	$	-	$	14,588	$	441,421
Vice-President, Exploration	2018	$	256,549	$	75,700	$	-	$	111,127	$	-	$	-	$	38,972	$	482,348
	2019	$	262,739	$	31,451	$	-		22,329	$	-	$	-	$	15,923	$	332,442

⁽¹⁾ Salary and other cash remuneration paid in 2017 reflects only the period from commencement of Contact Gold's current business and the engagement of the current Named Executive Officers or directors of Contact Gold.

⁽²⁾ Amount includes fees (if any) paid or payable to directors. The following amounts relating to 2019 remained payable as of December 31, 2019: $60,000 for Mr. Farncomb.(at December 31, 2018 amounts payable to each of: Messrs. Lennox-King, Davies, Dorward, Farncomb, Lalani, Salamis, Wellings, and Wenger, respectively: $62,500; $8,750; $12,500; $30,000; $10,000; $8,750; $8,750; and $56,250).

⁽³⁾ Amount includes $34,000 in fees paid to Cairn Merchant Partners LP, a financial advisory firm of which Mr. Farncomb is a partner as follows: 2019: $60,000, 2018: $60,000, and 2017: $34,000, respectively. An amount of $60,000 remained payable as of December 31, 2019 (2018: $30,000).

⁽⁴⁾ Remuneration paid to Mr. Spalding converted from United States dollars at the following rate: 2019: $1.00 = US$0.7536; 2018: $1.00 = US$0.7718 and 2017: $1.00 = US$0.7874.

⁽⁵⁾ On April 3, 2019, the Company awarded 2018 bonuses to Named Executive Officers with such bonuses paid in 2019. On January 16, 2020, the Company awarded 2019 bonuses to Named Executive Officers with such bonuses to be paid in 2020.
⁽⁶⁾ Restricted Shares awarded prior to the commencement of trading on the TSXV. Pricing determined with reference to last most recently completed financing. All of which have vested as of the date of this Offering Circular.

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⁽⁷⁾ Options awarded prior to the commencement of trading on the TSXV; accordingly, pricing of the 2017 grant was determined with reference to last most recently completed financing. Options awarded in 2017 were cancelled by mutual agreement of the Company and the individual Named Executive Officer and director for no consideration on July 8, 2019.

⁽⁸⁾ Perquisites and other personal benefits, or property, reflected only for those individuals for whom the aggregate amount of such compensation is greater than $10,000

Stock Options and Other Compensation Securities

The following tables disclose all compensation securities granted or issued to each director and named executive officer by Contact Gold or one of its subsidiaries in the most recently completed financial years ended December 31, 2019, 2018 and 2017, including certain subsequent grants or issuances, for services provided or to be provided, directly or indirectly, to Contact Gold or any of its subsidiaries.

Stock Options

Name and position	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant (4)	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at December 31, 2018 ($)	Expiry date
Matthew Lennox-King President, CEO and Director	500,000 (1)(3)	June 13, 2017	1.00	1.00	0.34	June 13, 2022
	600,000 (1)	March 27, 2018	0.39	0.39	0.34	March 27, 2023
	175,000 (1)	April 3, 2019	0.275	0.275	0.34	April 3, 2024
John Dorward Director	300,000 (2)(3)	June 13, 2017	1.00	1.00	0.34	June 13, 2022
	300,000 (2)	March 27, 2018	0.39	0.39	0.34	March 27, 2023
	100,000 (2)	April 3, 2019	0.275	0.275	0.34	April 3, 2024
Andrew Farncomb Senior Vice-President and Director	500,000 (1)(3)	June 13, 2017	1.00	1.00	0.34	June 13, 2022
	500,000 (1)	March 27, 2018	0.39	0.39	0.34	March 27, 2023
	150,000 (1)	April 3, 2019	0.275	0.275	0.34	April 3, 2024
Riyaz Lalani Director	300,000 (2)(3)	June 13, 2017	1.00	1.00	0.34	June 13, 2022
	300,000 (2)	March 27, 2018	0.39	0.39	0.34	March 27, 2023
	100,000 (2)	April 3, 2019	0.275	0.275	0.34	April 3, 2024
Mark Wellings Director	300,000 (2)(3)	June 13, 2017	1.00	1.00	0.34	June 13, 2022
	300,000 (2)	March 27, 2018	0.39	0.39	0.34	March 27, 2023
	100,000 (2)	April 3, 2019	0.275	0.275	0.34	April 3, 2024
George Salamis Director	300,000 (2)(3)	June 13, 2017	1.00	1.00	0.34	June 13, 2022
	300,000 (2)	March 27, 2018	0.39	0.39	0.34	March 27, 2023
	100,000 (2)	April 3, 2019	0.275	0.275	0.34	April 3, 2024
Charlie Davies Director	300,000 (2)(3)	June 13, 2017	1.00	1.00	0.34	June 13, 2022
	300,000 (2)	March 27, 2018	0.39	0.39	0.34	March 27, 2023
	100,000 (2)	April 3, 2019	0.275	0.275	0.34	April 3, 2024
John Wenger Vice-President, Strategy and Chief Financial Officer	400,000 (1)(3)	June 13, 2017	1.00	1.00	0.34	June 13, 2022
	500,000 (1)	March 27, 2018	0.39	0.39	0.34	March 27, 2023
	150,000 (1)	April 3, 2019	0.275	0.275	0.34	April 3, 2024
Vance Spalding Vice-President, Exploration	333,000 (1)(3)	June 13, 2017	1.00	1.00	0.34	June 13, 2022
	500,000 (1)	March 27, 2018	0.39	0.39	0.34	March 27, 2023
	150,000 (1)	April 3, 2019	0.275	0.275	0.34	April 3, 2024
(1) Incentive stock option.
(2) Non-qualified stock option. (3) Options cancelled by mutual agreement of the Company and the optionholder for no consideration on July 8, 2019.
(4) Options awarded prior to the commencement of trading on the TSXV. Pricing determined with reference to last most recently completed financing. (5) On January 16, 2020, the Company awarded 1,350,000 Options in aggregate to the Named Executive Officers and directors of Contact Gold. The Options have an exercise price of $0.19 and vest in thirds over three years. The Options expire on January 16, 2025. The number of Options awarded is as follows, to Messrs.: Lennox-King (200,000); Davies (125,000); Dorward (125,000); Farncomb (175,000); Salamis (125,000); Wellings (125,000); Wenger (175,000); and Spalding (175,000).

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Restricted Shares

Name and position	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Vance Spalding Vice-President, Exploration	100,000	June 13, 2017	1.00	1.00	0.155	June 13, 2022

Restricted Shares awarded prior to the commencement of trading on the TSXV. Pricing determined with reference to what was then the last most recently completed financing. All of the Restricted Shares awarded to Mr. Spalding have vested as of the date of this Offering Circular.

Deferred Share Units (DSUs)

Name and position	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
John Dorward Director	58,140	July 22, 2019	N/A	0.215	0.155	N/A
	67,568	October 15, 2019	N/A	0.185	0.155	N/A
	67,568	January 15, 2020	N/A	0.185	0.155	N/A
	83,333	April 15, 2020	N/A	0.15	0.155	N/A
	53,191	July 15, 2020	N/A	0.235	0.155	N/A
Riyaz Lalani Director	46,512	July 22, 2019	N/A	0.215	0.155	N/A
	54,054	October 15, 2019	N/A	0.185	0.155	N/A
	54,054	January 15, 2020	N/A	0.185	0.155	N/A
	66,667	April 15, 2020	N/A	0.15	0.155	N/A
	42,553	July 15, 2020	N/A	0.235	0.155	N/A
Mark Wellings Director	40,698	July 22, 2019	N/A	0.215	0.155	N/A
	47,297	October 15, 2019	N/A	0.185	0.155	N/A
	47,297	January 15, 2020	N/A	0.185	0.155	N/A
	58,333	April 15, 2020	N/A	0.15	0.155	N/A
	37,234	July 15, 2020	N/A	0.235	0.155	N/A
George Salamis Director	40,698	July 22, 2019	N/A	0.215	0.155	N/A
	47,297	October 15, 2019	N/A	0.185	0.155	N/A
	47,297	January 15, 2020	N/A	0.185	0.155	N/A
	58,333	April 15, 2020	N/A	0.15	0.155	N/A
	37,234	July 15, 2020	N/A	0.235	0.155	N/A
Charlie Davies Director	58,333	April 15, 2020	N/A	0.15	0.155	N/A
	37,234	July 15, 2020	N/A	0.235	0.155	N/A

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Restricted Share Units (RSUs)

Name and position	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Matthew Lennox-King President, CEO and Director	50,000	January 16, 2020	N/A	0.19	0.155	December 31, 2023
Andrew Farncomb Senior Vice-President and Director	36,000	January 16, 2020	N/A	0.19	0.155	December 31, 2023
John Wenger Vice-President, Strategy and Chief Financial Officer	45,000	January 16, 2020	N/A	0.19	0.155	December 31, 2023
Vance Spalding Vice-President, Exploration	50,160	January 16, 2020	N/A	0.19	0.155	December 31, 2023

Exercise of Compensation Securities

There were no exercises of any compensation securities by any director or named executive officer during the most recently completed, or any previous, financial year.

Employment Agreements and Arrangements

Contact Gold entered into employment agreements with each of Messrs. Lennox-King, Wenger, Farncomb, and Spalding, effective June 7, 2017 at annual salaries of $250,000, $225,000, $180,000, and US$190,000, respectively. Payment of Mr. Farncomb's base salary is bifurcated in part to Cairn Merchant Partners LP ("Cairn"), an entity in which he is principal. Accordingly, $60,000 of his salary is invoiced by Cairn for services the Company receives from that entity, with the remainder, net of payroll withholding taxes, paid directly to Mr. Farncomb.

During the period from April 17, 2017 to June 6, 2017, being the immediate period leading up to closing of the transactions described in this Offering Circular, Contact Gold remunerated Messrs. Lennox-King and Wenger amounts of $16,732 and $15,059, respectively, with such amounts determined with reference to one-half of their respective anticipated annualized base salaries. During this period, Mr. Farncomb was also remunerated with reference to one-half of his anticipated annual base salary, however, Mr. Farncomb elected to invoice Contact Gold through Cairn. Mr. Spalding was not remunerated during this period.

The terms of the employment agreements, provided under the same base employment agreement, were determined through negotiation between each of the respective NEOs and the Board, with advice from legal counsel, based on industry standards at the time the employment agreements were entered into.

The employment agreements for each of Messrs. Lennox-King, Wenger, Farncomb, and Spalding are each for an indefinite term and contain provisions regarding base salary, paid vacation time, and eligibility for benefits and security-based compensation. The employment agreements also contain confidentiality provisions of indefinite application and certain change-of-control provisions, as discussed immediately below.

Contact Gold recognizes the valuable services that the NEOs provide to Contact Gold and the importance of the continued focus of the NEOs in the event of a possible change of control. Because a change of control could give rise to the possibility that the employment of a NEO would be terminated without cause or adversely changed, the Board considers it in the best interests of Contact Gold to alleviate any distraction by ensuring that, in the event of a change of control, each NEO will have certain guaranteed rights.

The change of control payment, an amount equivalent to base salary for 24 months, is triggered if the employment of the Executive is terminated in the 12-month period following the effective date of a change of control by (A) the resignation of the Executive for good cause or (B) by Contact Gold without just cause.

The employment agreements also provide for participation in bonus and incentive remuneration opportunities ("Bonuses") on such terms as the Board may determine in its sole discretion from time to time. The anticipated parameters of the bonus payments will reflect the goals, milestones, and targets approved by the Board for each fiscal year, and may also be awarded in the Board's sole discretion for other good reasons. Except in certain circumstances, in the event the Executive gives or receives notice of termination of employment, Contact Gold shall only be liable to pay any Bonus for which all conditions of entitlement have or occurred on or before the last day of active employment set by the Company, including, in the case of an annual bonus, having worked through the end of the year prior to giving resignation notice. All Bonuses shall be paid in the fiscal year following the fiscal year to which they relate.

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In lieu of a contribution toward Mr. Spalding's 401k Plan, or until such time as a 401K Plan is implemented by the Company, the Company has and will continue to provide to Mr. Spalding an annual payment, subject to requisite withholding obligations of US$8,000. Subject to securities rules, and upon mutual agreement, this payment may be awarded in the form of share appreciation rights.

In the event of termination of an NEO in circumstances other than in connection with Change of Control and in the absence of Just Cause, the employment agreements with each of Messrs. Lennox-King, Wenger, Farncomb, and Spalding provide for a payment of base salary of 12 months.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides details of compensation plans under which equity securities of Contact Gold are authorized for issuance as of the date of this Offering Circular. A description of the significant terms of each of the equity compensation plans of Contact Gold follows the table below:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (b)(1)	Weighted-average exercise price of outstanding options, warrants and rights (a)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(1)
Equity compensation plans approved by security holders	8,520,000 Options 0 Restricted Shares 1,150,925 DSUs 239,220 RSUs	$0.54/option $1.00/ Restricted Shares N/A N/A	6,589,855
Equity compensation plans not approved by security holders	Nil	Nil	Nil
Total	8,520,000 Options 0 Restricted Shares 1,150,925 DSUs 239,220 RSUs	$0.54/option $1.00/ Restricted Shares N/A N/A	6,589,855

Notes:

⁽¹⁾100,000 Restricted Shares were issued in June 2017 to Vance Spalding; all of these Restricted Shares have vested as of the date of this Offering Circular.

⁽²⁾Subject to any increase in such limit, the maximum number of Shares available for issuance under the Compensation Plan, the RSU Plan and the DSU Plan (each as defined below), in aggregate, is 16,500,000.

Stock Option Plans and Other Incentive Plans

Contact Gold's stock and incentive stock option plan (the "Compensation Plan"), Restricted Share Unit Plan (the "RSU Plan"), and Deferred Share Unit Plan (the "DSU Plan") are Contact Gold's approved securities-based compensation plans. Each was last approved by Shareholders on May 28, 2020.

The following is a summary of the material terms of the Compensation Plan:

Employees, directors and consultants of Contact Gold and its affiliates are eligible to participate in the Compensation Plan (the "Eligible Participants" and, following the grant of an award (an "Award") pursuant to the Compensation Plan, the "Participants"). The Compensation Committee of the Board or such other committee authorized by Contact Gold is responsible for administering the Compensation Plan. The Compensation Plan permits the Compensation Committee to grant Awards for Options, stock appreciation rights, restricted stock, performance awards and dividend equivalents to Eligible Participants.

Shares Issuable Pursuant to the Compensation Plan

The number of shares of Common Stock reserved for issuance under the Compensation Plan, together with any other security-based compensation arrangements granted or made available by Contact Gold from time to time, shall not exceed 16,500,000 shares of Common Stock, subject to adjustment as set forth in the Compensation Plan. Subject to applicable law, prior approval of the TSXV and the Shareholders will be required for an amendment to the Compensation Plan to increase such limit, other than pursuant to any adjustments under the terms of the Compensation Plan.

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Types of Awards

Options

The Compensation Committee may grant Options to any Eligible Participant at any time, in such number and on such terms as will be determined by the Compensation Committee in its discretion. Options may be granted only to employees of Contact Gold or a parent subsidiary corporation of Contact Gold. The exercise price for any Option granted pursuant to the Compensation Plan will be determined by the Compensation Committee and specified in an award agreement, provided however, that the price will not be less than the Fair Market Value (as such term is as defined in the Compensation Plan) of the shares of Common Stock on the date of grant, subject to certain exemptions.

Options will vest and become exercisable at such times and on the occurrence of such events, and be subject to such restrictions and conditions, as the Compensation Committee in each instance approves. Options will expire at such time as the Compensation Committee determines at the time of grant; provided, however that no Option will be exercisable later than the fifth anniversary date of its grant.

Stock Appreciation Rights

A stock appreciation right or a "SAR" entitles the holder to receive the difference between the Fair Market Value of a Share on the date of exercise and the grant price. The Compensation Committee may grant SARs to any Eligible Participant at any time and on such terms as will be determined by the Compensation Committee. The grant price of a SAR will be determined by the Compensation Committee and specified in an award agreement. The price will not be less than the Fair Market Value of the Share on the day of grant, provided, however, that the Compensation Committee may designate a grant price below Fair Market Value on the date of grant if the SAR is granted in substitution for a SAR previously granted by an entity that is acquired by or merged with Contact Gold or an affiliate. SARs will vest and become exercisable upon whatever terms and conditions the Compensation Committee, in its discretion, subject to the terms of the Compensation Plan.

Upon the exercise of an SAR, a Participant shall be entitled to receive payment from Contact Gold in an amount representing the difference between the Fair Market Value of the underlying Share on the date of exercise over the grant price.

Restricted Stock and Restricted Stock Units

Restricted Stock are awards of Common Stock that are subject to forfeiture based on the passage of time, the achievement of performance criteria, and/or upon the occurrence of other events, over a period of time, as determined by the Compensation Committee. Restricted Stock Units are any unit granted under the Compensation Plan evidencing the right to receive a share of Common Stock (or a cash payment equal to the Fair Market Value of a share of Common Stock) at some future date. The Compensation Committee may grant Restricted Stock and Restricted Stock Units to any Eligible Participant at any time and on such terms as the Compensation Committee determines. The specific terms, including the number of Restricted Stock and Restricted Stock Units awarded, the restriction period, the settlement date and any other restrictions or conditions that the Compensation Committee determines to impose on any Restricted Stock and Restricted Stock Units shall be set out in an award agreement. To the extent required by law, holders of Restricted Stock shall have voting rights during the restricted period.

Performance Awards

Performance awards are awards, denominated or payable in cash, Common Stock (including Restricted Stock), other securities or Awards, or other property of Contact Gold, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved. The Compensation Committee may grant performance awards to any Eligible Participant at any time, in such number and on such terms as may be determined by the Compensation Committee in its discretion.

Dividend Equivalents

Dividend equivalents are Awards which Eligible Participants shall be entitled to receive payments (in cash or Common Stock as determined in the discretion of the Compensation Committee) equivalent to the amount of cash dividends paid by Contact Gold to holders of Common Stock with respect to a number of shares of Common Stock determined by the Compensation Committee. Subject to the terms of the Compensation Plan, and any applicable award agreement, such dividend equivalents may have such terms and conditions as the Compensation Committee shall determine. Notwithstanding the foregoing, the Compensation Committee may not grant dividend equivalents to Eligible Participants in connection with grants of Options or SARs to such Eligible Participants.

Assignability

Awards shall not be transferable or assignable by the Participant otherwise than by will or the laws of descent and distribution, and shall be exercisable during the lifetime of a Participant only by the Participant and after death only by the Participant's legal representative.

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Cessation of Awards

Death

If a Participant dies while an employee, officer or director of, or consultant to Contact Gold, the legal representative of the Participant may exercise the Participant's vested Options for a period until the earlier of the original expiry date of the Award and 90 days after the date of the Participant's death, but only to the extent the Options were by their terms exercisable on the date of death. For greater certainty, all unvested Options held by a Participant who dies shall terminate and become void on the date of death of such Participant.

Termination other than Death

Upon termination of the Participant's employment or term of office or engagement with Contact Gold for any reason other than death: (i) any of the Options held by the Participant that are exercisable on the termination date continue to be exercisable until the earlier of three months (six months in the case of a voluntary retirement) after the termination date and the date on which the exercise period of the Option expires, and any Options that have not vested at the termination date shall immediately expire; (ii) any RSUs (as defined herein) held by a Participant that have vested at the termination date will be paid to the Participant and any RSUs that have not at the termination date will be immediately cancelled; and (iii) the treatment for all other types of Awards shall be as set out in the applicable award agreement.

If a Participant who is a non-executive director of Contact Gold ceases to be an Eligible Participant as a result of his or her retirement from the Board, each unvested Option held by such Participant shall automatically vest on the date of his or her retirement from the Board, and thereafter each vested Option held by such Participant will cease to be exercisable on the earlier of the original expiry date of the Option and 90 days after the date of his or her retirement from the Board.

If a Participant ceases to be an Eligible Participant for any reason whatsoever other than by death or, in the case of a non-executive director, retirement from the Board, each vested Option held by the Participant will cease to be exercisable on the earlier of the original expiry date of the Option and six (6) months after the termination date; provided that all unvested Options held by such Participant shall automatically terminate and become void on the termination date of such Participant.

Except as otherwise determined by the Compensation Committee or as provided in an award agreement, upon a Participant's termination of employment or resignation or removal as a director, during the applicable restriction period, all shares of restricted stock held by such Participant at such time shall be forfeited and reacquired by Contact Gold.

Amending the Compensation Plan

The Board may amend, alter, modify, suspended or terminate the Compensation Plan or the terms of any previously granted Award, provided that no amendment to the terms of any previously granted Award may, except as expressly provided in the Compensation Plan, or with the written consent of the Participant or holder thereof, adversely alter or impair the terms or conditions of the Award previously granted to a Participant under the Compensation Plan.

Prior approval of the Shareholders shall only be required for any amendment to the Compensation Plan or an Award that would: (i) increase the maximum number of shares of Common Stock that may be issuable from treasury pursuant to Awards granted under the Compensation Plan; or (ii) require Shareholder approval under applicable law or the rules or regulations of any securities exchange that is applicable to Contact Gold.

Disinterested Shareholder approval is required for the following: (i) any individual Award grant that would result in the grant to insiders (as a group) of Contact Gold, within a 12 month period, of an aggregate number of Awards exceeding 10% of the issued and outstanding shares of Common Stock, calculated on the date an Award is granted to any Insider; (ii) any individual Award grant that would result in the number of shares of Common Stock issued to any individual in any 12 month period under the Compensation Plan exceeding 5% of the issued shares of Common Stock, less the aggregate number of shares of Common Stock reserved for issuance or issuable under any other share compensation arrangement of Contact Gold; and (iii) any amendment to Awards held by insiders of Contact Gold that would have the effect of decreasing the exercise price of the Award.

The Deferred Share Unit Plan

On May 28, 2020, the Shareholders approved Contact Gold's DSU Plan in order to promote the interests of Contact Gold by attracting and retaining qualified persons to serve on the Board and to promote a greater alignment of long term interests between DSU Plan participants and the Shareholders.

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The following is a summary of the material terms of the DSU Plan:

Administration of the DSU Plan

The DSU Plan is administered by the Board, however, the Board has the authority to delegate all of its powers and authority under the DSU Plan to the Compensation Committee. Under the DSU Plan, the Board may, before a relevant date in respect of which compensation is otherwise payable, grant deferred share units ("DSU") to any person who is a director and not otherwise an employee of Contact Gold ("DSU Eligible Person") a DSU award (a "DSU Award"). In addition, DSU Eligible Persons are entitled, at any time before compensation is earned, to elect to receive any portion of their cash compensation in DSUs. DSUs are akin to "phantom shares" that track the value of the underlying Common Stock but do not entitle the recipient to the actual underlying Common Stock until such DSUs vest. Each DSU entitles the recipient to receive, on a deferred payment basis and subject to adjustment as provided for in the DSU Plan, cash equal to the fair market value of a Share on vesting of the DSU Award. DSU Awards vest upon the date the DSU Eligible Person ceases to be a director, and is not otherwise an employee or officer, of Contact Gold (the "Separation Date").

Payment of DSU Awards

DSU Awards are currently designed to be paid out in cash or Common Stock. After the Separation Date, Contact Gold will pay a cash amount equal to the fair market value of the Common Stock underlying the DSUs redeemed, to the holder of the DSU Award, less applicable withholding taxes. For the purposes of the DSU Plan, fair market value of the Common Stock is determined, as at a particular date, as the weighted average of the trading price per Share on the TSXV for the last five (5) trading days ending on that date.

Maximum Number of shares of Common Stock Issued and Maximum Annual Award Value

Pursuant to the DSU Plan, the maximum number of shares of Common Stock available for issuance upon the vesting of DSUs under the DSU Plan, and when combined with all securities issuable pursuant to the RSU Plan, in the aggregate, will not exceed 5,013,449 shares of Common Stock. The maximum number of shares of Common Stock issuable to insiders of Contact Gold under all security-based compensation arrangements (including the Compensation Plan, the DSU Plan and the RSU Plan) at any time shall not exceed 10% of the issued and outstanding shares of Common Stock within any one (1) year period.

The aggregate equity award value, based on grant date fair value, of any grants of DSUs under the DSU Plan that are eligible to be settled in Common Stock, in combination with the aggregate equity award value, based on grant date fair value, of any grants under any other security-based compensation arrangement shall not exceed $150,000 within any one (1) year period.

Transferability

DSUs and all other rights, benefits or interests in the DSU Plan are non-transferrable, other than to the DSU grantee's beneficiary or estate, as the case may be, upon the death of the DSU grantee.

Amendments to the DSU Plan

The DSU Plan may be amended or discontinued by the Board at any time, subject to applicable regulatory and Shareholder approvals, provided that no such amendment may materially and adversely affect any DSU previously granted under the DSU Plan without the consent of the DSU holder, except to the extent required by law. The Board may at any time, and from time to time, and without Shareholder approval, amend any provision of the DSU Plan, subject to any regulatory or stock exchange requirement at the time of such amendment, including, without limitation: (i) for the purposes of making formal minor or technical modifications to any of the provisions of the DSU Plan; (ii) to correct any ambiguity, defective provision, error or omission in the provisions of the DSU Plan; (iii) to change the vesting provisions of DSUs; (iv) to change the termination provisions of DSUs or the DSU Plan which does not entail an extension beyond the original expiry date of the DSUs; or (v) to make any amendments necessary or advisable because of any change under applicable law; provided, however, that no such amendment of the DSU Plan may be made without the consent of each affected participant in the DSU Plan if such amendment would adversely affect the rights of such affected participant(s) under the DSU Plan, provided, however, that no such amendment of the DSU Plan may be made without the consent of each affected participant in the DSU Plan if such amendment would adversely affect the rights of such affected participant(s) under the DSU Plan.

The Restricted Share Unit Plan

On May 28, 2020, the Shareholders approved Contact Gold's RSU Plan to allow for certain discretionary bonuses and similar awards as an incentive and reward for selected eligible persons related to the achievement of long-term financial and strategic objectives of Contact Gold and the resulting increases in Shareholder value. Restricted share units ("RSU") are akin to "phantom shares" that track the value of the underlying Common Stock but do not entitle the recipient (an "RSU Grantee") to the actual underlying Common Stock until such RSUs vest.

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The following is a summary of the material terms of the RSU Plan:

Eligible Participants

Eligible Participants Participation in the RSU Plan is restricted to employees and officers of the Resulting Issuer (an "RSU Eligible Person"). Employees, including directors who are also employees, are eligible to participate in the RSU Plan.

Administration of Plan

The RSU Plan will permit the Board to grant awards of RSUs to an RSU Grantee on. Upon vesting, the RSUs will be converted on a one-for-one basis for freely tradable, non-restricted shares of Common Stock. The Board shall have the discretion to stipulate the length of time for vesting and to determine various performance objectives based on certain business criteria as a pre-condition to a RSU vesting. It is the Board's intent that all RSUs will only vest upon the lapse of a certain time period or the achievement of performance objectives designed to advance Contact Gold's business interests and increase the value of Contact Gold. The performance objectives to be met will be established by Contact Gold at the time of grant of the RSU. RSUs shall expire if they have not vested prior to an expiry date to be set by the Board, which shall be no later than December 31 of the third calendar year after the year in which the RSUs have been granted, and will be terminated to the extent the performance objectives or other vesting criteria have not been met.

Payment of RSU Awards

RSU awards are currently designed to be paid out on the trigger date (which, with respect to an RSU, is the date set by the Board in the applicable award agreement, and if no date is set by the Board, then December 1 of the third calendar year following the grant date of the RSU) in Common Stock or, in the event Contact Gold is unable to obtain the required regulatory approvals, a cash amount equal to the fair market value of the Company Issuer underlying the RSUs, less any applicable withholding tax.

Maximum Number of shares of Common Stock Issued

The maximum number of shares of Common Stock available for issuance upon the vesting of RSUs under the RSU Plan, and when combined with all securities issuable pursuant to the DSU Plan, in the aggregate, shall not exceed 5,013,449 shares of Common Stock, subject to any adjustments under the terms of the RSU Plan.

Any Common Stock subject to a RSU which has been granted under the RSU Plan and which is settled, cancelled or terminated in accordance with the terms of the RSU Plan, shall again be available under the RSU Plan.

Dividends

In the event a cash dividend is paid on Common Stock, an RSU Grantee will be credited with the number of RSUs equal to the amount obtained by: (i) multiplying the amount of the dividend per Share by the aggregate number of RSUs that were credited to the RSU Grantee's account as of the record date for payment of the dividend and (ii) dividing by the fair market value of the Common Stock on the date on which the dividend is paid.

Fractional Entitlements

Where an RSU Grantee would be entitled to receive a fractional share of Common Stock in respect of any fractional vested RSU, Contact Gold shall pay to such RSU Grantee, in lieu of such factional shares, cash equal to the fair market value of such fractional Company.

Transferability

RSUs may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of (other than to the beneficiary or estate of an RSU Eligible Person, as the case may be, upon the death of the RSU Grantee) during the vesting period.

Amendments to the RSU Plan

The RSU Plan may be amended or discontinued by the Board at any time, subject to applicable regulatory and Shareholder approvals, provided that no such amendment may materially and adversely affect any RSU previously granted under the RSU Plan without the consent of the RSU holder, except to the extent required by law. The Board may, without notice, at any time and from time to time, without Shareholder approval, amend the RSU Plan or any provisions thereof in such manner as the Board, in its sole discretion, determines appropriate including, without limitation: (i) for the purposes of making formal minor or technical modifications to any of the provisions of the RSU Plan; (ii) to correct any ambiguity, defective provision, error or omission in the provisions of the RSU Plan; (iii) to change the vesting provisions of RSUs; (iv) to change the termination provisions of RSUs or the RSU Plan which does not entail an extension beyond the original expiry date of the RSU; or (v) to make any amendments necessary or advisable because of any change in applicable law, provided, however, that no such amendment of the RSU Plan may be made without the consent of each affected participant in the RSU Plan if such amendment would adversely affect the rights of such affected participant(s) under the RSU Plan.

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Oversight and description of director and Named Executive Officer compensation

Compensation objectives are established by the Compensation Committee and include the following:

•attracting and retaining highly-qualified individuals;

•creating among directors, officers, consultants and employees, a corporate environment which will align their interests with those of the shareholders; and

•ensuring competitive compensation that is also affordable for Contact Gold.

The compensation program is designed to provide competitive levels of compensation. Contact Gold recognizes the need to provide a total compensation package that will attract and retain qualified and experienced executives as well as align the compensation level of each executive to that executive's level of responsibility. In general, Contact Gold's directors and Named Executive Officers may receive compensation that is comprised of three components:

•salary, wages or contractor payments;

•stock option, restricted share unit, and deferred share unit grants and awards; and bonuses.

The objectives and reasons for this system of compensation are to allow Contact Gold to remain competitive compared to its peers in attracting experienced personnel. The salaries are set on the basis of a review and comparison of salaries paid to executives at similar companies.

Option grants are designed to reward directors and Named Executive Officers for success on a similar basis as the Shareholders, although the level of reward provided by a particular Option grant is dependent upon the volatile stock market.

Any bonuses paid are allocated on an individual basis and are based on review by the Board of the work planned during the year and the work achieved during the year, including work related to mineral exploration, administration, financing, shareholder relations and overall performance. There were no bonus amounts awarded relating to the years ended December 31, 2018 and 2017. Contact Gold is in the process of implementing a bonus plan that will include comparative share price or market cap performance against a group of peers, as well as performance metrics relating to corporate and personal business and exploration objectives. As at the date of this Offering Circular, Contact Gold has not adopted any formal policy to allow Contact Gold to claw-back bonuses or any other payments for inappropriate behaviour.

As a junior mineral exploration company, Contact Gold remains at risk of losing qualified personnel to companies with greater financial resources and it attempts to mitigate this risk wherever possible through appropriate written contracts.

Total bonus amounts of $150,000 were awarded on January 16, 2020 relating to the year ended December 31, 2019. No amount of the 2019-related bonus has been paid as of the date of this Offering Circular. Total bonus amounts of $396,235 were awarded on April 3, 2019 relating to the year ended December 31, 2018. There were no bonus amounts awarded relating to the year ended December 31, 2017. See "Executive Compensation" for bonuses awarded to Named Executive Officers of Contact Gold.

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PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding beneficial ownership of the Common Stock, as of the date of this Offering Circular.

•each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our Common Stock;

•each of our named executive officers;

•each of our directors; and

•all of our executive officers and directors as a group.

We have determined beneficial ownership in accordance with Commission rules. The information does not necessarily indicate beneficial ownership for any other purpose.

In aggregate, including those held by the Named Executive Officers, the directors and officers of Contact Gold hold 9,355,802 shares of Common Stock, representing 9.60% of the issued Common Stock (97,474,914 shares of Common Stock currently issued and outstanding).

The following table states the name of each person nominated by management for election as directors, such person's principal occupation or employment and the approximate number of voting securities of the Company that such person beneficially owns, or over which such person exercises direction or control:

Name and position	Address	Number of Shares(1)	Percent of Class(1)	Preferred Stock
Matthew Lennox-King(2) President, CEO and Director	400 Burrard St., Suite 1050, Vancouver, BC Canada V6C 3A6	4,234,933	4.34%	-nil
John Dorward(3) Director	400 Burrard St., Suite 1050, Vancouver, BC Canada V6C 3A6	1,835,967	1.88%	-nil
Andrew Farncomb(4) Senior Vice-President and Director	400 Burrard St., Suite 1050, Vancouver, BC Canada V6C 3A6	4,081,458	4.19%	-nil
Riyaz Lalani(5) Director	400 Burrard St., Suite 1050, Vancouver, BC Canada V6C 3A6	497,173	0.51%	-nil
Mark Wellings(6) Director	400 Burrard St., Suite 1050, Vancouver, BC Canada V6C 3A6	1,668,358	1.71%	-nil
George Salamis(7) Director	400 Burrard St., Suite 1050, Vancouver, BC Canada V6C 3A6	1,115,984	1.14%	-nil
Charlie Davies(8) Director	400 Burrard St., Suite 1050, Vancouver, BC Canada V6C 3A6	328,900	0.34%	-nil
John Wenger(9) Vice-President, Strategy and Chief Financial Officer	400 Burrard St., Suite 1050, Vancouver, BC Canada V6C 3A6	1,445,618	1.48%	-nil
Vance Spalding(10) Vice-President, Exploration	400 Burrard St., Suite 1050, Vancouver, BC Canada V6C 3A6	763,333	0.78%	-nil

⁽¹⁾Based on 97,474,914 Contact Shares issued and outstanding as of the date of this Offering Circular. Number of Shares and Percent of Class calculations include for certain individuals holding Warrants with an exercise price of $0.15, as follows: Matthew Lennox-King: 250,000 (expire: April 23, 2022); John Dorward: 250,000 (expire: May 5, 2022); Andrew Farncomb: 350,000 (expire: April 23, 2022) and 1,079,960 (expire: May 22, 2022); Mark Wellings: 200,000 (expire: May 5, 2022); and John Wenger: 420,040 (expire: May 22, 2022).

⁽²⁾Includes 3,526,600 Contact Shares; 458,333 stock options; and 250,000 warrants exercisable within 60 days of the date this Offering Circular.

⁽³⁾Includes 1,022,834 Contact Shares; 233,333 stock options; and 250,000 warrants exercisable 60 days of the date this Offering Circular and 329,800 DSU vested or vesting within 60 days of the date this Offering Circular.

⁽⁴⁾Includes 2,268,165 Contact Shares; 383,333 stock options; and 1,429,960 warrants exercisable 60 days of the date this Offering Circular.

⁽⁵⁾Includes 233,333 stock options exercisable 60 days of the date this Offering Circular and 263,840 DSU vested or vesting within 60 days of the date this Offering Circular.

⁽⁶⁾Includes 1,004,166 Contact Shares; 233,333 stock options; and 200,000 warrants exercisable 60 days of the date this Offering Circular and 230,859 DSU vested or vesting within 60 days of the date this Offering Circular.

⁽⁷⁾Includes 651,792 Contact Shares; and 233,333 stock options exercisable 60 days of the date this Offering Circular and 230,859 DSU vested or vesting within 60 days of the date this Offering Circular.

⁽⁸⁾Includes 233,333 stock options exercisable 60 days of the date this Offering Circular and 95,567 DSU vested or vesting within 60 days of the date this Offering Circular.

⁽⁹⁾Includes 642,245 Contact Shares; 383,333 stock options; and 420,040 warrants exercisable 60 days of the date this Offering Circular.

⁽¹⁰⁾Includes 380,000 Contact Shares; and 383,333 stock options exercisable 60 days of the date this Offering Circular.

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To the knowledge of the directors or senior officers of Contact Gold, as at the date of this Offering Circular, no person or corporation beneficially owns, directly or indirectly, or exercises control or direction over, 5 % or more of the shares, other than as set out below:

Name of Shareholder(5)	Number of Shares(1)	Percentage of Shares(1)	Number of Preferred Stock(2)	Percentage of Preferred Stock(2)
Waterton Nevada Splitter, LLC (3)	31,351,649(2)	32.16%(2)	11,111,111	100%
Goldcorp USA, Inc.(4)	7,500,000	7.69%	- nil	- nil
Ruffer LLP(5)	10,500,000	10.77%	- nil	- nil

⁽¹⁾Based on 97,474,914 Contact Shares issued and outstanding as of the date of this Offering Circular.

⁽²⁾The Preferred Stock is non-voting. The Preferred Stock matures on the Maturity Date, and accrues preferential cumulative cash dividends at a fixed rate per annum equal to 7.5% on a simple and not compounded basis. The Preferred Stock is convertible at the election of the holder at any time, into Common Stock (subject to a cap such that at any time following any conversion, Waterton Nevada and its affiliates shall not hold more than 49% of the aggregate issued and outstanding Common Stock). The number of shares of Common Stock to be issued pursuant to such conversion right shall be equal to the sum of the face value of the Preferred Stock together with any accrued and unpaid cumulative dividends thereon to the conversion date divided by the conversion price of the Preferred Stock on the conversion date, such price being subject to adjustment from time to time. The conversion price of the Preferred Stock is $1.35 (approximately US$1.014 based on the Bank of Canada exchange rate on September 22, 2020), and if fully converted (based on an aggregate face value of US$13.842 million, including accrued and unpaid cumulative dividends) would convert into 13,646,740 shares of Common Stock. Assuming that Waterton Nevada intended to convert the Preferred Stock, at the conversion price, Waterton Nevada would own approximately 40% of the aggregate issued and outstanding Common Stock. Refer to "Description of Capital Stock" for additional discussion relating to ROFO, ROFR and other rights held by Waterton Nevada.

⁽³⁾Mr. Isser Elishis, Managing Partner, Chief Investment Officer of Waterton Global Resource Management exercises sole voting and/or investment powers with respect to the Common Stock and Preferred Stock held.

⁽⁴⁾Cassie Coppersmith Martin, Group Executive of Newmont exercises shared voting and/or investment powers with respect to the Common Stock held by Goldcorp USA, Inc.

⁽⁵⁾John Wong, Fund Manager, exercises shared voting and/or investment powers with respect to the Common Stock held by Ruffer LLP.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Policy Regarding Related Party Transactions

Contact Gold does not have a policy for approval of related party transactions. The Audit Committee reviews management's assessment of related party transactions each quarter.

Transactions with related persons

The following table and notes thereto describe those transactions in which directors, executive officers or holders of more than 5% of common stock or preferred stock of either Contact Gold or Clover Nevada (as applicable) had or will have a direct or indirect material interest in each of the respective periods presented. The following transactions do not include compensation, termination and change-in-control arrangements, which are described under "Management."

		For the period ended December 31, 2019		For the period ended December 31, 2018
		Contact Gold		Contact Gold
Consulting and administrative fees	$	60,000	$	60,000
Accounting services		- nil		- nil
Legal and corporate secretarial services		- nil		- nil
Exploration and property administrative services		- nil		- nil
Total	$	60,000	$	60,000

Except as described below, we are not aware, after enquiring with each of our directors, officers, and principal shareholders, of any material interest, direct or indirect, of any of our directors, executive officers, principal shareholders, or any associate or affiliate thereof, in any transaction since the beginning of the last fiscal year, or in any proposed transaction, that has materially affected or will materially affect our company. We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below, other than the Property Sale, were comparable to terms available or the amounts that would have been paid or received, as applicable, in arm's-length transactions.

Year ended December 31, 2018

During the year ended December 31, 2018, the portion of Mr. Farncomb's compensation paid to Cairn was $60,000. An amount of $45,000 remained payable in regard to such services at December 31, 2018.

On November 27, 2018, Contact Gold closed the Property Sale to Waterton Nevada for cash proceeds to Contact Gold of $639,959 (US$485,975).

Year ended December 31, 2019

During the year ended December 31, 2019, the portion of Mr. Farncomb's compensation paid to Cairn was $60,000. An amount of $60,000 remained payable in regard to such services at December 31, 2019.

The Company awarded 100,000 Options to Mr. Charlie Davies, a director of Contact Gold and a senior employee of an affiliate of Waterton Nevada on April 3, 2019.

Pursuant to the closing of the 2019 Private Placement, at which all participants subscribed at a price of $0.29 per Share, Mr. Lennox-King subscribed for an aggregate of 258,621 Shares; Mr. Farncomb indirectly subscribed for an aggregate of 230,000 Shares; Mr. Wenger subscribed for an aggregate of 52,341 Shares; Mr. Wellings indirectly subscribed for an aggregate of 200,000 Shares; Mr. Dorward indirectly subscribed for an aggregate of 172,414 Shares; and Waterton subscribed for an aggregate of 3,603,020 Shares.

Period subsequent to most recent year-ended financial period

Pursuant to the closing of the 2020 Private Placement, at which all participants subscribed at a price of $0.10 per Unit (with each Unit comprising of an equal number of Shares and Warrants; and each Warrant entitling the holder thereof to an additional Share upon exercise), Mr. Lennox-King subscribed for an aggregate of 250,000 Units; Mr. Farncomb indirectly subscribed for an aggregate of 1,429,960 Units; Mr. Wenger subscribed for an aggregate of 420,040 Units; Mr. Wellings indirectly subscribed for an aggregate of 200,000 Units; and Mr. Dorward indirectly subscribed for an aggregate of 250,000 Units, Vance Spalding subscribed for an aggregate of 140,000 Units, and has also subsequently exercised all of the Warrants.

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95,567 DSUs were awarded in the period from January 1, 2020 to the date of this Offering Circular.

An amount of $30,000 (six months ended June 30, 2019: $30,000; and June 30, 2018: $30,000) was invoiced by Cairn for employee service; $15,000 is payable at June 30, 2020 (December 31, 2019: $60,000).  Mr. Farncomb's base salary is paid in part directly, and in part to Cairn in consideration of general management and administrative services rendered through Cairn.

Waterton Letter of Intent

Waterton Nevada holds, directly or indirectly, approximately 32.16% of the issued and outstanding Common Stock and 100% of the issued and outstanding Preferred Stock.

On August 6, 2020 Contact Gold and Waterton Nevada entered into the Waterton Letter of Intent, pursuant to which Contact Gold and Waterton Nevada agreed as follows:

If a minimum of $10,000,000 is raised in this Offering:

(a)Contact Gold would use a minimum of $5,000,000 of the proceeds of this Offering to redeem a portion of the Preferred Stock at the Redemption Amount (defined per share as Face Value of US$1.00 plus all accrued and unpaid dividends, approximately US$13.842 million as of September 22, 2020);

(b)Waterton Nevada would purchase Common Stock at $0.195 per share (the estimated offering price of a Unit Share) in aggregate amount equal to the Redemption Amount for the remaining issued and outstanding Preferred Stock (the "Redemption Placement"), estimated to be US$10.085 million ($13.423 million) at September 22, 2020; and

(c)Contact Gold would use the proceeds of the Redemption Placement to redeem all of the remaining issued and outstanding Preferred Stock.

If less than $10,000,000 is raised in this Offering, Contact Gold has agreed to use commercially reasonable efforts to obtain all Approvals required to effect Article Amendments to amend the terms of the remaining Preferred Shares to:

(i)reduce the conversion price of the Preferred Shares from US$1.35 per share to the lesser of:

a.$0.31 per share (135% of the closing price on August 5, 2020);

b.$0.2633 per share (135% of the estimated offering price of a Unit Share);

c.135% of the 20-day volume weighted average price of the Common Stock prior to the date all Approvals are obtained;

(ii)reduce the cumulative dividend rate from 7.5% to 3.75% per annum from the date the Article Amendments are effective; and

(iii)extend the Maturity Date from June 7, 2022 to a date that is five years from the date the Approvals are obtained.

If more than $3,000,000 and less than $10,000,000 is raised in this Offering and Contact Gold fails to obtain the Article Amendments and effect the Article Amendments, the Company has agreed to use 50% of the proceeds in excess of $3,000,000 to redeem Preferred Shares at the Redemption Amount.

Given the size of the Offering and the terms of the Underwriting Agreement, Contact Gold anticipates that only the terms of the Waterton Letter of Intent applicable to a minimum raise of $10,000,000 will apply.  Contact Gold will issue approximately 68,836,411 Shares in the Redemption Placement and Waterton Nevada will beneficially own approximately 100,188,060 Shares or approximately 42.85% of Contact Gold's issued and outstanding Shares. 

The TSXV has conditionally approved the Redemption Placement.

This Offering Circular does not qualify the distribution of the Common Stock issued under the Redemption Placement.

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DESCRIPTION OF CAPITAL STOCK

Contact Gold is authorized to issue 515,000,000 shares in the capital of Contact Gold, of which 500,000,000 are designated as Common Stock, par value US$0.001 per Share and 15,000,000 are designated as Preferred Stock, par value US$1.00 per Preferred Share. As of September 22, 2020, 97,474,914 shares of Common Stock and 11,111,111 shares of Preferred Stock were issued and outstanding.

Common Stock

Holders of the Common Stock are entitled to one vote for each share of Common Stock held on all matters submitted to a shareholder vote. Holders of the Common Stock do not have cumulative voting rights. Therefore, the holders of a majority of the Common Stock voting for the election of directors can elect all of the directors. Holders of the Common Stock representing one-third (⅓) of the voting power of the capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of the holders of Common Stock. A vote by the holders of a majority of the outstanding Common Stock is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the articles of incorporation of the Company. Holders of the Common Stock have no preemptive rights, no conversion rights and there are no redemption provisions applicable to the Common Stock. There are no provisions for sinking or purchase funds, for permitting or restricting the issuance of additional securities and any other material restrictions, and for requiring a holder of Common Stock to contribute additional capital.

Subject to the rights of holders of Preferred Stock (see "Description of Preferred Stock"), holders of the Common Stock are entitled to share in all dividends that the Board, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share of Common Stock entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any outstanding as such time, having preference over the Common Stock.

Warrants

The Warrants will be governed by the terms of a warrant indenture (the "Warrant Indenture") between the Company and Computershare Trust Company of Canada (the "Warrant Agent), as warrant agent. The following summary of certain anticipated provisions of the Warrant Indenture does not purport to be complete and is subject in its entirety to the detailed provisions of the Warrant Indenture. Reference is made to the Warrant Indenture for the full text of the attributes of the Warrants which has been filed by the Company on EDGAR by amendment to the Company's Form 1-A. A register of holders will be maintained at the principal offices of the Warrant Agent in Vancouver, British Columbia.

The Unit Shares and the Warrants comprising the Units will separate following the closing of the Offering. Each Warrant will entitle the holder to acquire, subject to adjustment in certain circumstances, one Warrant Share at an exercise price of $0.27 on or before 4:30 p.m. (Vancouver time) on the date that is 24 months from the Closing Date, after which time the Warrants will be void and of no value.

The Warrant Indenture will provide for adjustment in the number of Warrant Shares issuable upon the exercise of the Warrants and/or the exercise price per Warrant Share upon the occurrence of certain events, including:

(i)the issuance of Common Stock or securities exchangeable for or convertible into Common Stock to all or substantially all of the holders of Common Stock as a stock dividend or other distribution (other than a distribution of Common Stock upon the exercise of Warrants);

(ii)the subdivision, redivision or change of the Common Stock into a greater number of shares;

(iii)the reduction, combination or consolidation of the Common Stock into a lesser number of shares;

(iv)the issuance to all or substantially all of the holders of Common Stock of rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issuance, to subscribe for or purchase Common Stock, or securities exchangeable for or convertible into Common Stock, at a price per share to the holder (or at an exchange or conversion price per share) of less than 95% of the "current market price", as defined in the Warrant Indenture, for the Common Stock on such record date; and

(v)the issuance or distribution to all or substantially all of the holders of Common Stock of shares of any class other than the Common Stock, rights, options or warrants to acquire Common Stock or securities exchangeable or convertible into Common Stock, of evidences of indebtedness, or any property or other assets.

The Warrant Indenture will also provide for adjustments in the class and/or number of securities issuable upon exercise of the Warrants and/or exercise price per security in certain cases in the event of the following additional events: (a) reclassifications of Common Stock or a capital reorganization of the Company (other than as described in clauses (i) or (ii) above), (b) consolidations, amalgamations, arrangements, mergers or other business combinations of the Company with or into another entity, or (c) any sale, lease, exchange or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another entity, in which case each holder of a Warrant which is thereafter exercised will receive, in lieu of Common Stock, the kind and number or amount of other securities or property which such holder would have been entitled to receive as a result of such event if such holder had exercised the Warrants prior to the event.

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The Company will also covenant in the Warrant Indenture that, during the period in which the Warrants are exercisable, it will give notice to holders of Warrants of certain stated events, including events that would result in an adjustment to the exercise price for the Warrants or the number of Warrant Shares issuable upon exercise of the Warrants, at least 14 days prior to the record date or effective date, as the case may be, of such events.

No fractional Warrant Shares will be issuable upon the exercise of any Warrants, and no cash or other consideration will be paid in lieu of fractional shares. Holders of Warrants will not have any voting or pre-emptive rights or any other rights which a holder of Common Stock would have. The Warrants will be transferable in accordance with the terms of the Warrant Indenture.

From time to time, the Company and the Warrant Agent, without the consent of the holders of Warrants, may amend or supplement the Warrant Indenture for certain purposes, including curing defects or inconsistencies or making any change that does not adversely affect the rights of any holder of Warrants. Any amendment or supplement to the Warrant Indenture that adversely affects the interests of the holders of the Warrants may only be made by "extraordinary resolution", which will be defined in the Warrant Indenture as a resolution either (a) passed at a meeting of the holders of Warrants at which there are holders of Warrants present in person or represented by proxy representing at least 20% of the aggregate number of the then outstanding Warrants and passed by the affirmative vote of holders of Warrants representing not less than 66⅔% of the aggregate number of all the then outstanding Warrants represented at the meeting and voted on the poll upon such resolution or (b) adopted by an instrument in writing signed by the holders of not less than 66⅔% of the aggregate number of all then outstanding Warrants.

We anticipate that the Warrants and Additional Warrants will only be delivered in certificated form (such as via Computershare's Quickcert system) or on a non-certificated basis under a Direct Registration System (DRS) maintained by the Warrant Agent, which books and records shall bear a notation that the Warrants were sold in reliance upon Regulation A.

Neither the Warrants nor the Warrant Shares have been registered under the Securities Act or any state securities laws, and the Warrants may be exercised only if the Warrant Shares are registered under the Securities Act and applicable state securities laws or an exemption from such registration requirements is available. The offer and sale of the Units, Unit Shares, Warrants and Warrant Shares have been or will be qualified under Regulation A of the Securities Act, which permits the qualification of securities that issued upon exercise of outstanding warrants under Rule 251(d)(3)(i)(C) and Rule 251(d)(3)(i)(F) of Regulation A; provided that the issuer is current in its annual and semi-annual filings pursuant to Rule 257(b) of Regulation A. The Company has agreed to file its annual and semi-annual filings pursuant to Rule 257(b) during the period in which the Warrants remain exercisable.

Broker Warrants

The Company has agreed to issue the Underwriters that number of Broker Warrants as is equal to 6.0% of the number of Units sold under the Offering (including in respect of any exercise of the Over-Allotment Option), other than in respect of sales to persons on the President's List on which Broker Warrants equal to 3.0% of the number of Units sold under the Offering will be issued.  Each Broker Warrant shall be exercisable to purchase, subject to adjustment in certain circumstances, one Broker Share at a price of $0.27 for a period of 24 months following the Closing Date. The terms governing the Broker Warrants will be set out in the certificates representing the Broker Warrants, and will include, among other things, customary provisions for the appropriate adjustment of the class and number of the Broker Shares issuable pursuant to any exercise of the Broker Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Common Shares, any capital reorganization of the Corporation or any merger, consolidation or amalgamation of the Company with another entity. This Offering Circular qualifies the issuance of the Broker Warrants. 

The Broker Warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1). In accordance with FINRA Rule 5110(e)(1), neither the Broker Warrants nor any securities issuable upon exercise of the Broker Warrants may be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the qualified economic disposition of such securities by any person for a period of 180 days immediately following the qualification date or commencement of sales of this Offering, except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners and except as otherwise provided for in FINRA Rule 5110(e)(2).

Description of Preferred Stock

The holders of Preferred Stock, currently solely Waterton Nevada, are entitled to certain rights and preferences, including, but not limited to, the following:

•Voting. Except as expressly provided for in the Nevada Act, the holders of Preferred Stock shall not be entitled to receive notice of or to attend any meeting of the shareholders of Contact Gold and shall not be entitled to vote at any such meeting.

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•Redemption. On June 7, 2022 (the "Maturity Date"), and subject to the Nevada Act, the Company shall be required to redeem each Preferred Stock for an amount equal to the face value per Preferred Stock (US$1.00) with all accrued and unpaid cumulative dividends thereon to the redemption date (the "Redemption Amount"). The Preferred Stock were issued on June 7, 2017.

Subject to the Nevada Act, at any time and from time to time prior to the Maturity Date, Contact Gold shall be entitled to redeem all or any part of the Preferred Stock for the Redemption Amount. Upon receiving a notice of redemption from Contact Gold, a holder of Preferred Stock will have 10 Business Days to deliver a conversion notice to exercise its conversion right with respect to all or any portion (subject, in the case of Waterton, to the limitations described below) of the Preferred Stock subject to such notice of redemption, in which case such Preferred Stock shall not be redeemed but shall be converted into Common Stock in accordance with the conversion rights of the Preferred Stock described below.

•Change of Control. If a Change of Control occurs, on or prior to the fourth anniversary of the Preferred Stock (the "Anniversary"), the holder of the Preferred Stock has the option to require the Corporation to redeem all or part of the Preferred Stock for the Change of Control redemption amount (the "CoC Amount"), unless such Change of Control is with Waterton.

The CoC Amount is equal to (a) 115% of the Redemption Amount if there is a Change of Control after the Second Anniversary, but on or prior to the fourth Anniversary; or (b) the Redemption Amount, if there is a Change of Control after the fourth Anniversary, but on or prior to the Maturity Date, provided that, in each case, the CoC Amount is not payable in the event of a Change of Control that is completed with Waterton or an affiliate of Waterton.

•Conversion. Holders of Preferred Stock shall have the right from time to time on or prior to the Maturity Date, to convert all or any part of the Preferred Stock into Common Stock at a conversion price of $1.35 per Share (approximately US$1.014 based on the Bank of Canada exchange rate on September 22, 2020) . The number of shares of Common Stock to be issued pursuant to such conversion right shall be equal to the sum of the face value of the Preferred Stock together with any accrued and unpaid cumulative dividends thereon to the conversion date divided by the conversion price of the Preferred Stock on the conversion date, such price being subject to adjustment from time to time.

In accordance with the terms of the Governance and Investor Rights Agreement, Waterton may only exercise such conversion right with respect to such number of Preferred Stock from time to time provided that immediately following the conversion thereof, the aggregate number of shares of Common Stock beneficially owned by Waterton and its affiliates shall not exceed 49% of the aggregate number of shares of Common Stock issued and outstanding immediately following such conversion.

•Liquidation Preference. In the event of a liquidation, dissolution or winding-up of Contact Gold or other distribution of assets of Contact Gold among its shareholders for the purpose of winding up its affairs or any steps taken by Contact Gold in furtherance of any of the foregoing, holders of Preferred Stock shall be entitled to receive from the assets of Contact Gold in priority to any distribution to the holders of Common Stock or any other class of stock of Contact Gold, the Liquidation Value (defined in the articles of incorporation of Contact Gold as 120% of the Face Value (US$1.00) of the Preferred Stock or US$1.20 per share) per share of Preferred Stock held by them respectively, but such holders of Preferred Stock shall not be entitled to participate any further in the distribution of the property of Contact Gold.

•Dividends. The holders of the Preferred Stock, in priority to the rights of holders of Common Stock or other classes of stock of Contact Gold, shall be entitled to receive and Contact Gold shall pay thereon, as and when declared by the Board out of the assets of Contact Gold properly applicable to the payment of dividends, preferential cumulative cash dividends at a fixed rate per annum equal to 7.5%, on a simple and not compounded basis. Such dividends shall be payable no later than the Maturity Date or such earlier date on which the face value of the Preferred Stock becomes due and payable, and the cumulative dividends shall accrue and be cumulative from the date of issue of the Preferred Stock.

The holder of the Preferred Stock shall also be entitled to participate pari passu with Common Stock in any dividends other than or in excess of the cumulative dividends. Except with the consent in writing of the holder of all of the Preferred Stock then outstanding, no dividend shall at any time be declared and paid on or set apart for payment on any other class of stock of Contact Gold in any financial year unless and until the accrued cumulative dividends on all of the Preferred Stock outstanding have been declared and paid or set apart for payment.

•Right of First Offer ("ROFO"). So long as Waterton and/or its affiliates beneficially own or control 33⅓% or more of the Preferred Stock originally issued to them on June 7, 2017, and subject to any other ROFO agreements relating to any of the Contact Properties, Contact Gold will be obligated to inform Waterton of its intention to sell, lease, exchange, transfer or otherwise dispose of any of its interests in the Contact Properties that is not a sale of all or substantially all of Contact Gold's assets and provide Waterton with a summary of the essential terms and conditions by which it is prepared to sell any specified interest in the Contact Properties. Upon receipt of such divesting notice, Waterton will have a period of 20 business days to accept the offer to sell by Contact Gold on the terms contained on the divesting notice. If Waterton has not accepted the terms during the 20 business day period, and Contact Gold has not during such same period received a third party offer for such specified interest in the Contact Properties, then Contact Gold shall be permitted to sell its specified interest in the Contact Properties to a third party for a period of 180 days from the date of the original divesting notice provided to Waterton on the terms and conditions no less favourable to Contact Gold than those contained in the divesting notice.

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•Sale of Substantially All of the Company's Assets. So long as Waterton and/or its affiliates beneficially own or control 33⅓% or more of the Preferred Stock originally issued to them on June 7, 2017, Contact Gold shall not sell, lease, exchange, transfer or otherwise dispose of all or substantially all of its assets without Waterton's prior written consent, which will not be unreasonably withheld or delayed.

•Right of First Refusal ("ROFR"). Subject to the provisions of the Preferred Stock, and subject to any other ROFR agreements relating to any of the Contact Properties, if Contact Gold shall have obtained an offer from one or more third party buyers in respect of the sale, lease, exchange, transfer or other disposition of any of the Contact Properties, in whole or in part, in any single transaction or series of related transactions, which offer Contact Gold proposes to accept, Contact Gold shall promptly provide written notice of such fact to Waterton and offer to enter into such a transaction with Waterton.

•Restrictions on Operations. The Preferred Stock carries various rights and covenants that may restrict the ability of Contact Gold to operate and conduct its business, enter into third party transactions or assume debt or other liabilities.

All of the issued and outstanding Preferred Stock is anticipated to be redeemed under the terms of the Waterton Letter of Intent.

Escrowed Securities and Securities Subject to Contractual Restriction on Transfer

None

Recent Sales of Unregistered Securities

Set forth below are recent sales of unregistered securities:

On September 13, 2017, the Company acquired additional claims through a purchase of what was known as the "Pony Spur" property. The Company issued 75,000 shares of Common Stock ($52,250) as partial consideration to the vendor of Pony Spur, a private individual doing business in Nevada.

On September 13, 2017, the Company acquired additional claims known as the "Poker Flats" property. The Company issued 37,500 shares of Common Stock ($28,125) as partial consideration to the vendor of Poker Flats, a private individual doing business in Nevada.

On February 6, 2018, Clover Nevada acquired what was known as the East Bailey property from a private entity incorporated in Nevada, which is contiguous to Pony Creek, in exchange for 250,000 shares of Common Stock ($112,500).

On March 14, 2019, we closed a private placement of 9,827,589 shares of Common Stock, at the Placement Price for proceeds of $2,850,000 (the "2019 Private Placement"). Each Common Stock was accompanied by one Right. Subject to the rules and limitations of the TSXV, each Right shall automatically convert, without the payment of additional consideration, upon the earlier of (a) the closing of a Qualified Offering; (b) a Change of Control; or (c) the Time Deadline, for shares of common stock of Contact Gold as follows: (i) if the offering price of common stock sold in a Qualified Offering is greater than the Placement Price, for that number of shares of common stock to provide a Placement Price with an effective 5% discount; (ii) if the offering price of common stock sold in a Qualified Offering is equal to or less than the Placement Price, for that number of shares of common stock to provide a Placement Price with an effective 10% discount to the Qualified Offering price; (iii) in the event of a Change of Control, for that number of shares of common stock to provide a Placement Price with an effective 5% discount; or (iv) in the event of conversion at the Time Deadline, for that number of shares of common stock to provide a Placement Price that is equal to the maximum allowable discount prescribed pursuant to the rules of the TSXV. All securities offered were restricted securities under Rule 144 under the Securities Act.

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On May 22, 2019, we closed a Regulation A offering of 20,000,000 Common Shares (the "2019 Reg A Offering") at an issue price of $0.20 for gross proceeds of $4,00,000. The 2019 Reg A Offering was qualified under an exemption from the registration requirements of the Securities Act under Regulation A of the Securities Act.

On May 22, 2019, pursuant to having closed the 2019 Reg A Offering at an issue price lower than the Placement Price, the 2019 Private Placement "Qualified Offering" criterion was met, and an additional 2,047,398 Common Shares were issued on conversion of the Rights issued in the 2019 Private Placement.

Contact Gold issued 2,000,000 Shares as initial consideration to acquire the Green Springs earn-in option pursuant to the July 23, 2019 agreement with Ely Gold.

On May 22, 2020 we closed the final tranche of the 2020 Private Placement. In aggregate we issued 12,500,000 Private Placement Units, for gross proceeds of $1,250,000.

Contact Gold issued 362,941 Shares as the first-anniversary payment due pursuant to the Green Springs Project earn-in option with Ely Gold.

On August 17, 2020, the Company issued 140,000 Shares pursuant to the exercise of Warrants.

Pursuant to Rule 701 of the Securities Act, Contact Gold made the following compensatory grants subsequent to December 31, 2019: 2,125,000 Options at priced at $0.19, vesting in thirds with a five-year expiry from the date of grant were awarded to directors, officers and other Contact Gold personnel; 748,661 DSUs to Contact Gold directors; and 239,220 RSUs to certain employees and officers of the Contact Gold.  See, "Executive Compensation - Stock Options and Other Compensation Securities."

Except as otherwise noted, the securities issued in each of the foregoing transactions were issued pursuant to exemptions under the Securities Act, including Section 4(a)(2) and/or Rule 506(b) of Regulation D, each under the Securities Act, and outside the United States pursuant to exemptions available under Rule 903 of Regulation S under the Securities Act.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is Computershare Investor Services Inc., with its principal office at 3rd Floor - 510 Burrard St. Vancouver, BC V6C 3B9.

Listing

Contact Gold began trading on the TSXV under the symbol "C" on June 15, 2017. Contact Gold began trading on the OTCQB under the symbol "CGOL" on May 19, 2020.

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MARKET PRICE OF OUR COMMON STOCK AND RELATED SHAREHOLDER MATTERS

Market Information

The Common Stock is traded on the TSXV. The high and low sales prices for the Common Stock are as follows ($), reported by the TSXV:

				Quarterly
Period	Volume	High $	Low $	High $	Low $
2020
September 1-22	2,480,405	0.235	0.175
August	3,116,9505	0.25	0.17
July	2,507,063	0.275	0.165
June	2,364,072	0.20	0.13	0.215	0.10
May	1,545,086	0.16	0.135
April	6,037,885	0.215	0.10
March	1,475,290	0.165	0.08	0.215	0.08
February	2,633,757	0.19	0.13
January	5,451,134	0.215	0.15
2019
December	792,276	0.165	0.14	0.215	0.14
November	279,053	0.19	0.145
October	950,840	0.215	0.14
September	920,309	0.24	0.16	0.24	0.16
August	616,150	0.24	0.185
July	1,037,527	0.23	0.185
June	485,490	0.30	0.235	0.30	0.175
May	347,700	0.250	0.175
April	388,319	0.295	0.195
March	270,083	0.325	0.27	0.39	0.27
February	1,484,651	0.355	0.30
January	517,374	0.39	0.295
2018
December	286,830	0.35	0.285	0.49	0.285
November	358,939	0.39	0.315
October	711,461	0.49	0.35
September	485,590	0.50	0.38	0.50	0.34
August	1,146,010	0.475	0.35
July	1,049,740	0.39	0.34
June	1,318,340	0.40	0.27	0.45	0.27
May	1,608,700	0.40	0.275
April	1,067,480	0.45	0.365
March	462,540	0.455	0.375	0.375	0.54
February	356,515	0.48	0.40
January	152,600	0.54	0.48

Holders

As of September 22, 2020, we had approximately 80 registered holders of our Common Stock and one holder of our preferred stock.

Upon completion of this Offering, excluding the exercise of the Over-Allotment Option, if any, there will be 164,974,914 shares of our Common Stock outstanding.

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In addition, under the Waterton Letter of Intent, we will complete the Redemption Placement, under which Waterton Nevada would purchase Common Stock at $0.195 per share (the estimated offering price of a Unit Share) in aggregate amount equal to the Redemption Amount for the remaining issued and outstanding Preferred Stock, estimated to be approximately 68,836,411 Shares. Assuming the closing of the Redemption Placement together with completion of the maximum number of Shares issuable under this Offering, and excluding the exercise of the Over-Allotment Option, if any, there will be 233,811,325 shares of our Common Stock outstanding.

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UNDERWRITING

We have entered into an underwriting agreement with the Underwriters, effective on the date the offering statement in which this offering circular is a part is qualified by the SEC, with respect to the Units subject to this Offering. Subject to the terms and conditions in the underwriting agreement, the Underwriters have severally and not jointly or jointly and severally, agreed to purchase on the Closing date an aggregate of 67,500,000 units at a price of $0.20 per Unit, payable in cash to the Company against delivery of such Units, subject to the terms and conditions of the Underwriting Agreement. Contact Gold has granted the Underwriters a 15% Over-Allotment Option based on the size of the Offering, exercisable in whole or in part, in the sole discretion of the Underwriters, for a period of 30 days from and including the closing of the Offering, to purchase up to an additional 10,125,000 Addition Units, and/or up to an additional 10,125,000 Additional Unit Shares, and/or up to an additional 5,062,500 Additional Warrants (assuming an Offering size of $13,500,000) to cover over-allotments, if any, and for market stabilization purposes. The obligations of the Underwriters under the Underwriting Agreement may be terminated at their discretion on the basis of "disaster out", "material change out", "market out", and "breach out" provisions in the Underwriting Agreement and may also be terminated upon the occurrence of certain other stated events. The Underwriters are, however, obligated to take up and pay for all Units if any of the Units are purchased under the Underwriting Agreement.

Each Unit will consist of one share of Common Stock and one Warrant. Each Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances, one Warrant Share at an exercise price of $0.27, on or before 4:30 p.m. (Vancouver time) on the date that is 24 months from the Closing Date (as defined herein). The Warrants will be created and issued pursuant to the terms of the Warrant Indenture.  The Units will automatically separate into Unit Shares and Warrants at closing.

The Offering Price was determined by arm's length negotiation between the Company and the Underwriters, with reference to the prevailing market price of the Common Stock and a number of factors including: (i) the information set forth in the Offering Circular and otherwise available to the Underwriters; (ii) the Company's prospects and the history and prospects for the industry in which the Company competes; (iii) an assessment of management of the Company, (iv) the Company's prospects for future earnings; (v) the general condition of the securities markets at the time of the Offering; (vi) the recent market prices of, and demand for, publicly traded Common Stock of generally comparable companies; and (vii) such other factors deemed relevant by the Underwriters and the Company.

The Underwriters propose to offer the Units initially at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Units at the Offering Price, the price at which the Units are distributed pursuant to the Offering Circular may be decreased and may be further changed from time to time to an amount not greater than the Offering Price, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Units distributed pursuant to the Offering Circular is less than the Offering Price.

Subscription Agreement

Each investor will be required to complete, execute and deliver a Subscription Agreement to purchase Units in this Offering, except accredited investors (satisfying one or more of the criteria set forth in Rule 501(a) of Regulation D under the Securities Act) that have a pre-existing relationship with the Underwriter (or a selling group member). The Subscription Agreement contains customary representations and warranties, including an investor's eligibility as a "Qualified Purchaser" as defined in Rule 256 and the purchase limitations described in Rule 251(d)(2)(i)(c) of Regulation A.

The Subscription Agreement is governed and construed in accordance with the laws of the State of Nevada and each subscriber consents to the jurisdiction of any state or federal court of competent jurisdiction located within the State of Nevada and irrevocably agrees that all actions or proceedings relating to the Subscription Agreement may be litigated in such courts; provided however that in accordance with Section 27 of the Exchange Act, United States federal courts shall have jurisdiction over all suits and any action brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder and that in accordance with Section 22 of the Securities Act, United States federal and state courts shall have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the U.S. Securities Act or the rules and regulations thereunder.

Settlement

Subscriptions for the Units will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice.

It is anticipated that the Units Shares and Additional Unit Shares, if any, will be delivered in electronic form through the DTC system and through direct and indirect participants, including CDS Clearing and Depository Services Inc. ("CDS"). The participant through whom a purchaser purchases Units will receive a credit for the Units on DTC's records. A purchaser of Units (other than purchasers in the United States) are expected to hold the interest in the Unit Shares through its registered dealer which is a CDS participant and through the DTC participant account maintained by CDS. The ownership interest of each actual purchaser of the Units, who is referred to herein as a "beneficial owner", is to be recorded on the participant's records. All interests in the Units and securities underlying Units, as applicable, will be subject to the operations and procedures of DTC and CDS (if applicable). The operations and procedures of each settlement system may be changed at any time.

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To facilitate subsequent transfers, all Units and securities underlying Units, as applicable, deposited by direct participants with DTC are registered in the name of DTC's nominee, Cede & Co. The deposit of Units and securities underlying Units, as applicable, with DTC and its registration in the name of Cede & Co. or the custodian effect no change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the securities. DTC's records reflect only the identity of the direct participants to whose accounts such Units are credited, which may or may not be the beneficial owners. The participants and custodian will remain responsible for keeping account of their holdings on behalf of their customers. Transfers of ownership interests in the Units and securities underlying Units, as applicable, are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the securities except in the event that use of the book-entry system for the securities is discontinued.

Cross-market transfers between DTC participants, on the one hand, and CDS participants, on the other hand, will be effected within DTC through the DTC participant that is acting as depositary for CDS. To deliver or receive an interest in securities held in a CDS account, an investor or its representative on its behalf must send transfer instructions to CDS under the rules and procedures of that system and within the established deadlines of that system. If the transaction meets its settlement requirements, CDS will send instructions to its DTC depositary to take action to effect final settlement by delivering or receiving interests in the securities in DTC and making or receiving payment under normal procedures for same-day funds settlement applicable to DTC. CDS participants may not deliver instructions directly to the DTC depositary that is acting for CDS.

The Warrants and Additional Warrants will only be delivered in certificated form (such as via Computershare's Quickcert system) or on a non-certificated basis under a Direct Registration System (DRS) maintained by the Warrant Agent, and the books and records shall bear a notation that the Warrants were sold in reliance upon Regulation A.

Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities that they have purchased pursuant to the Offering prior to the third business day the subscriber's payment of the purchase price (corresponding to the subscription accepted by the Company) will be required, by virtue of the fact that the Unit Shares and Warrants will initially settle T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Units who wish to trade such securities underlying the Units prior to the third business day after the subscriber's payment of the purchase price (and the corresponding acceptance by the Company) should consult their own advisor.

Offer Restrictions Outside the United States and Canada

Other than in the United States and Canada, no action has been taken by us or the Underwriters that would permit a public offering of the securities offered by this Offering Circular in any jurisdiction where action for that purpose is required. The Units offered by this Offering Circular may not be offered or sold, directly or indirectly, nor may this Offering Circular or any other offering material or advertisements in connection with the offer and sale of any such Units be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this Offering Circular comes are advised to inform themselves about and to observe any restrictions relating to the Offering and the distribution of this Offering Circular. This Offering Circular does not constitute an offer to sell or a solicitation of an offer to buy any Units offered by this Offering Circular in any jurisdiction in which such an offer or a solicitation is unlawful.

Subject to compliance with applicable law, the Underwriters may also offer the Units outside of Canada and the United States, including in the United Kingdom, the European Economic Area, Switzerland and Hong Kong.

United Kingdom

With respect to the United Kingdom, the Offering is only being, and may only be, made to, and this Offering Circular is only being, and may only be, distributed to and is directed at persons in the United Kingdom who are (1) both (a) a "qualified investor" within the meaning of Article 2€ of Regulation (EU) 2017/1129 (the "Prospectus Regulation"), and (b) within the categories of persons referred to in Article 19(5) (Investment professionals) or Article 49(2)(a) to (d) (High net worth companies, unincorporated associations etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FSMA Order"), or (2) persons in the United Kingdom to whom the Offering may otherwise be made or to whom the Offering may otherwise be directed in the United Kingdom without breach of Sections 21 or 85(1) of the Financial Services and Markets Act 2000, as amended ("FSMA"), all such persons together being referred to as "Relevant Persons". The Units being offered hereunder are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, persons in the United Kingdom who are Relevant Persons. Any person who is in the United Kingdom but who is not a Relevant Person should not act or rely on this Offering Circular or any of its contents. This Offering Circular does not contain an offer or constitute any part of an offer to the public in the United Kingdom within the meaning of Sections 85 and 102B of FSMA or otherwise. This Offering Circular is not an "approved prospectus" within the meaning of Section 85(7) of FSMA, and has not been prepared in accordance with the prospectus regulation rules (the "Prospectus Regulation Rules") contained in the Financial Conduct Authority ("FCA") handbook published and updated from time to time by the FCA (acting in its capacity as the United Kingdom Listing Authority). A copy of this Offering Circular has not been, and will not be, delivered to the FCA in accordance with the Prospectus Regulation Rules or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Regulation Rules and its contents have not been examined or approved by the FCA or London Stock Exchange plc, nor has it been approved by an "authorised person" for the purposes of Section 21 of FSMA.

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European Economic Area

In relation to each member state of the European Economic Area (each, a "Member State"), no offer of any securities which are the subject of the Offering have been made or will be made to the public in that Member State prior to the publication of a prospectus in relation to such securities which has been approved by the competent authority in that Member State or, where appropriate, approved in another Member State and notified to the competent authority in that Member State, all in accordance with the Prospectus Regulation, except that an offer of securities to the public in that Member State may be made at any time under the following exemptions under the Prospectus Regulation:

• to any legal entity which is a "qualified investor" as defined in Article 2(e) of the Prospectus Regulation;

• to fewer than 150 natural or legal persons (other than "qualified investors"), subject to obtaining the prior consent of the underwriters; or

• in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of securities shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

Each person in a Member State who initially acquires any securities or to whom any offer is made will be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of Article 2(e) of the Prospectus Regulation. In the case of any securities being offered to a financial intermediary as that term is used in Article 5(1) of the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the securities acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any securities to the public other than their offer or resale in a Member State to qualified investors as so defined or in circumstances in which the prior consent of the representative has been obtained to each such proposed offer or resale. 

The Company, the Underwriters and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

For the purposes of this provision, the expression an "offer to the public" in relation to any securities in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase or subscribe for any securities.

Switzerland

This Offering Circular is not intended to constitute an offer or solicitation to purchase or invest in the Units. The Units may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") and no application has or will be made to admit the Units to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this document nor any other offering or marketing material relating to the securities constitutes a prospectus pursuant to the FinSA, and neither this document nor any other offering or marketing material relating to the Units may be publicly distributed or otherwise made publicly available in Switzerland.

Hong Kong

WARNING: The contents of this Offering Circular have not been and will not be reviewed by any regulatory authority in Hong Kong. The purchaser is advised to exercise caution in relation to the Offering. If the purchaser is in any doubt about any of the contents of this Offering Circular, the purchaser should obtain independent professional advice.

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Commissions and Expenses

The following table provides information regarding the amount of the underwriting discounts and commissions to be paid to the Underwriters by us. These amounts are shown assuming both no exercise and full exercise of the Over-Allotment Option to purchase the Additional Units to cover over-allotments, if any, and for market stabilization purposes.

	Amount of Offering Without Over-Allotment(1)	Amount of Offering With Over-Allotment(4)
Gross Proceeds	$13,500,000	$15,525,000
Underwriting commissions(2)(5)	$810,000	$931,500
Net Proceeds Before Expenses	$12,690,000	$14,593,500
Estimated offering expenses(3)	$581,000	$581,000
Net Proceeds(5)	$12,109,000	$14,012,500

⁽¹⁾The total Offering size of  67,500,000 Units for gross proceeds of $13,500,000.

⁽²⁾This table depicts broker-dealer commissions of: (i) 6% of the gross proceeds of the Offering (including in respect of any exercise of the Over-Allotment Option (as defined below)) as the Cash Fee, other than with respect to sales to certain purchasers, including certain current shareholders, including persons on the President's List, on which 50% of the Cash Fee will be paid; and (ii) Broker Warrants equal to 6% of the Units sold during the Offering (including with respect of any exercise of the Over-Allotment Option), other than with respect to sales to certain purchasers on the President's List, where 50% of the Cash Fee will be paid and 50% of the Broker Warrants will be issued in respect of any Units sold to such purchasers.

⁽³⁾Estimated offering expenses include legal, accounting, printing, advertising, marketing, state registration fees, and other expenses of this Offering, including reimbursement of certain expenses of the Underwriter of approximately $167,500.

⁽⁴⁾This amount assumes the full exercise of the Over-Allotment Option.

⁽⁵⁾ We anticipate that approximately 5,902,500 Units will be sold to persons on the President's List, which would reduce Underwriting Commission by $35,415 to $774,585 (or $896,085 with Over-Allotment) and increase net proceeds by $35,415 to $12,144,415 (or $14,097,915 with Over-Allotment).

The Broker Warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1). In accordance with FINRA Rule 5110(e)(1), neither the Broker Warrants nor any securities issuable upon exercise of the Broker Warrants may be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the qualified economic disposition of such securities by any person for a period of 180 days immediately following the qualification date or commencement of sales of this Offering, except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners and except as otherwise provided for in FINRA Rule 5110(e)(2).

Contact Gold began trading on the TSXV under the symbol "C" on June 15, 2017. Contact Gold began trading on the OTCQB under the symbol "CGOL" on May 19, 2020.

Over-Allotment Option

We have granted the Underwriters an Over-Allotment Option of 15% based on the size of the Offering.  This option, which is exercisable in whole or in part in the sole discretion of the Underwriters for a period of up to 30 days from and including the closing date of the Offering, permits the Underwriters to purchase a maximum of 10,125,000 Additional Units and/or up to 10,125,000 Additional Shares and/or up to 5,062,500 Additional Warrants, to cover over-allotments, if any, and for market stabilization purposes. The Over-Allotment Option is exercisable by the Underwriters: (i) to acquire Additional Units at the Offering Price; and/or (ii) to acquire Additional Shares at a price of $0.195 per Additional Share, and/or (iii) to acquire Additional Warrants at a price of $0.01 per Additional Warrant, so long as the aggregate number of Additional Shares and Additional Warrants which may be issued under the Over-Allotment Option does not exceed 10,125,000 Additional Shares and 5,062,500 Additional Warrants. The foregoing assumes that no sales will be made to persons on the President's List. The Corporation estimates that the total expenses of the Offering payable by the Corporation will be approximately $581,000, including expense reimbursement of the Underwriters. A purchaser who acquires securities forming part of the Underwriters' over-allocation position acquires such securities under this Offering Circular regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

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The Offering Statement of which this Offering Circular is a part qualifies the Units, Unit Shares, Warrants, Warrant Shares Additional Units, Additional Unit Shares, Additional Warrants, Additional Warrant Shares, Broker Warrants and Broker Warrant Shares under Regulation A of the Securities Act.

Contact Gold has not made application to quote or list the Warrants, Additional Warrants, or Broker Warrants on any securities exchange. Accordingly, we do not anticipate that there will be a public market for the Warrants, Additional Warrants or Broker Warrants.

Purchase Rights

In connection with the Offering, Contact Gold is required to offer certain shareholders the right to acquire Units under the terms of the Governance and Investor Rights Agreement and Investor Rights Agreement. See "Contractual Obligations" in the MD&A. In connection with this right, Contact Gold may complete the Purchase Rights. The closing of the potential Purchase Rights would be conditional on the completion of the Offering. No underwriting commission or fees are payable in connection with the Purchase Rights. This Offering Circular does not qualify the distribution of the Units issued under the Purchase Rights. The holders of Purchase Rights have elected not to participate in this Offering.

Black-Out

Pursuant to the Underwriting Agreement, Contact Gold agrees not to directly or indirectly issue, offer, sell, contract to sell, grant any option, right or warrant to purchase, any Common Stock or securities or other financial instruments convertible into or having the right to acquire Common Stock or disclose to the public any intention to do so, during the period from the date hereof and ending 90 days following the closing date of the Offering, without the prior written consent of the Underwriters, which consent will not be unreasonably withheld or delayed, provided that nothing herein shall prevent or restrict Contact Gold from: (i) issuing securities in connection with the Offering, Purchase Rights, and/or the Redemption Placement; (ii) issuing Common Stock or securities convertible into or exchangeable for Common Stock pursuant to any equity incentive plan, stock ownership or purchase plan, dividend reinvestment plan or other equity or share based compensation plan in effect on the date hereof; (iii) issuing Common Stock issuable upon the conversion, exchange or exercise of convertible or exchangeable securities or the exercise of warrants or options outstanding on the date hereof; or (iv) issuing Common Stock in connection with any arm's length property acquisition transaction or other corporate acquisitions.

President's List Sales

At our request, the Underwriters have reserved for sale at the public offering price up to 10,000,000 Units being offered for sale to the President's List. We will offer these Units to the extent permitted under applicable regulations in the United States and in any other applicable countries. The number of Units available for sale to the general public will be reduced to the extent that such persons purchase such reserved Units. Any reserved Units not so purchased will be offered by the Underwriters to the general public on the same basis as the other Units offered hereby. Other than the underwriting discount described on the front cover section of this Offering Circular, the Underwriters are entitled to a Cash Fee equal to 50% and Broker Warrants equal to 50% with respect to the Units sold pursuant to these President's List sales. Units offered to the President's List will not be subject to lock-up agreements, with the exception of any directors or officers who will be subject to lock-up agreements, as described below.  We anticipate that approximately 5,902,500 Units will be sold to persons on the President's List.

Lock-Up Agreements

Pursuant to the Underwriting Agreement, the Company has agreed to use its best efforts to cause its executive officers and directors to enter into lock-up agreements in favour of the Underwriters on or before the Closing Date, agreeing not to, with limited exceptions, sell or agree to sell (or announce any intention to do so) any Common Stock or securities or other financial instruments convertible into or having the right to acquire Common Stock or enter into any agreement or arrangement to transfer to another, in whole or in part, any of the economic consequences of ownership of Common Stock for a period of 90 days from the closing Date without the prior written consent of the Underwriters, such consent not to be unreasonably withheld or delayed, and pursuant to the terms of the lock-up agreements.

Stabilization

Until the distribution of the securities offered by this Offering Circular is completed, rules of the Commission may limit the ability of the Underwriters to bid for and to purchase our Common Stock. As an exception to these rules, the Underwriters may engage in transactions effected in accordance with Regulation M under the Exchange Act that are intended to stabilize, maintain or otherwise affect the price of our Common Stock. The Underwriters may engage in over-allotment sales, syndicate covering transactions, stabilizing transactions and penalty bids in accordance with Regulation M.

•Stabilizing transactions permit bids or purchases for the purpose of pegging, fixing or maintaining the price of the Common Stock, so long as stabilizing bids do not exceed a specified maximum.

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•Over-allotment involves sales by the Underwriters of securities in excess of the number of securities the Underwriters are obligated to purchase, which creates a short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares of Common Stock over-allotted by the Underwriters is not greater than the number of shares of Common Stock that they may purchase in the Over-Allotment Option. In a naked short position, the number of shares of Common Stock involved is greater than the number of shares in the Over-Allotment Option. The Underwriters may close out any covered short position by either exercising their Over-Allotment Option or purchasing our Common Stock in the open market.

•Covering transactions involve the purchase of securities in the open market after the distribution has been completed in order to cover short positions. In determining the source of securities to close out the short position, the Underwriters will consider, among other things, the price of securities available for purchase in the open market as compared to the price at which they may purchase securities through the Over-Allotment Option. If the Underwriters sell more Common Stock than could be covered by the Over-Allotment Option, creating a naked short position, the position can only be closed out by buying securities in the open market. A naked short position is more likely to be created if the Underwriters are concerned that there could be downward pressure on the price of the securities in the open market after pricing that could adversely affect investors who purchase in this Offering.

•Penalty bids permit the Underwriters to reclaim a selling concession from a selected dealer when the securities originally sold by the selected dealer are purchased in a stabilizing or syndicate covering transaction.

These stabilizing transactions, covering transactions and penalty bids may have the effect of raising or maintaining the market price of our securities or preventing or retarding a decline in the market price of our Common Stock. As a result, the price of our securities may be higher than the price that might otherwise exist in the open market.

Neither we nor the Underwriters make any representation or prediction as to the effect that the transactions described above may have on the prices of our securities. These transactions may occur on any trading market. If any of these transactions are commenced, they may be discontinued without notice at any time.

Electronic Offering Circular

This Offering Circular may be made available in electronic format by e-mail or on Internet sites or through other online services maintained by the Underwriters or their affiliates. In those cases, prospective investors may view offering terms online and may be allowed to place orders online. Other than this Offering Circular in electronic format, any information on the Underwriters' or their affiliates' websites and any information contained in any other website maintained by the Underwriters or any affiliate of the Underwriters is not part of this Offering Circular or the Offering Statement of which this Offering Circular forms a part, has not been approved and/or endorsed by us or the Underwriters and should not be relied upon by investors.

Market for Common Stock

Contact Gold began trading on the TSXV under the symbol "C" on June 15, 2017. Contact Gold began trading on the OTCQB under the symbol "CGOL" on May 19, 2020.

The public offering price has been determined by arm's length negotiations between us and the Lead Underwriter on behalf of the Underwriters. In determining the public offering price, we and the representatives of the Underwriters expect to consider a number of factors including:

•the information set forth in this Offering Circular and otherwise available to the representatives;

•our prospects and the history and prospects for the industry in which we compete;

•an assessment of our management;

•our prospects for future earnings;

•the general condition of the securities markets at the time of this Offering;

•the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and

•other factors deemed relevant by the representatives of the Underwriters and us.

Neither we nor the Underwriters can assure investors that an active trading market will develop for the Unit Shares, or that the shares will trade in the public market at or above the public offering price.

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No Market for Warrants

Contact Gold has not made application to quote or list the Warrants, Additional Warrants, or Broker Warrants on any securities exchange. Accordingly, we do not anticipate that there will be a public market for the Warrants, Additional Warrants or Broker Warrants.

Relationships

Certain of the Underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, certain of the Underwriters and their affiliates may affect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

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COMMON STOCK ELIGIBLE FOR FUTURE SALE

Contact Gold began trading on the TSXV under the symbol "C" on June 15, 2017. Contact Gold began trading on the OTCQB under the symbol "CGOL" on May 19, 2020. Future sales of our Common Stock in the public market, including Common Stock issued upon exercise of outstanding options, warrants, RSUs, DSUs, or other rights, or the availability of such Common Stock for sale in the public market, could adversely affect the trading price of our Common Stock. Certain shares of Common Stock that are issued and outstanding are "restricted securities" under Rule 144 and certain shares of Common Stock are subject to statutory escrow or commercial requirement. Sales of our Common Stock in the public market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the trading price of our Common Stock at such time and our ability to raise equity capital in the future. The TSXV has conditionally approved the listing of the Unit Shares, Warrant Shares and the Broker Shares.

Based on the number of shares of our Common Stock outstanding as of September 22, 2020, assuming no exercise of the Over-Allotment Option to purchase Additional Units, assuming no sales under the Redemption Placement and that the Preferred Stock has not been converted, upon the closing of this Offering we will have outstanding an aggregate of 164,974,914 shares of Common Stock.

All of the securities underlying the Units, including the Unit Shares and Warrants, sold in this Offering by us will be freely tradable, except that any securities underlying Units  purchased in this Offering by our "affiliates," as that term is defined in Rule 144 under the Securities Act, generally may be sold in the public market only in compliance with Rule 144 under the Securities Act.

Unrestricted Future Sales of Common Stock

In the future, we may offer and sell Common Stock (or we have in the past) pursuant to exemptions from registration under the Securities Act, such as under Section 4(a)(2) of the Securities Act, Regulation D or Rule 701, which will be deemed restricted securities. Shares of Common Stock that are deemed "restricted securities" as that term is defined in Rule 144 under the Securities Act will be eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 under the Securities Act, which are summarized below.

In accordance with the foregoing, and subject to Rule 144 and Rule 701 or escrow restrictions, Common Stock will be available for sale in the public market as follows:

Date	Number of Shares
On the date of this Offering Circular	84,471,973
Between 90 and 180 days after the date of this Offering Circular(1)	67,500,000
At various times beginning more than 180 days after the date of this Offering Circular(2)	13,002,941
Total

⁽¹⁾Assumes no exercise of the Over-Allotment Option, excludes Shares acquirable upon exercise of Warrants or other convertible securities. 

⁽²⁾As of September 22, 2020, 13,002,941 Shares were restricted securities.  Excludes Shares issuable under the Redemption Private Placement estimated to be approximately 68,836,411.  Excludes Shares acquirable upon exercise of Warrants or other convertible securities.

Rule 144

Affiliate Resales of Restricted Securities

In general, under Rule 144 under the Securities Act, as in effect on the effective date of the Offering Statement of which this Offering Circular is a part, a person who is one of our affiliates and has beneficially owned shares of our Common Stock for at least six months would be entitled to sell in "broker's transactions" or certain "riskless principal transactions" or to market makers, a number of Common Stock within any three-month period, beginning on the date 90 days after the date of this Offering Circular, that does not exceed the greater of:

•1.0% of the number of shares of Common Stock then outstanding, which will equal approximately 2,338,113 shares of Common Stock immediately after the closing of this Offering (assuming no exercise of the Over-Allotment Option and the Redemption Private Placement of 68,836,411 Shares); or

•the average weekly trading volume of our Common Stock on the OCTQB during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales under Rule 144 by our affiliates or persons selling Common Stock on behalf of our affiliates are also subject to a certain manner of sale provisions and notice requirements and to the availability of current public information about us. In addition, if the number of shares of Common Stock being sold under Rule 144 by an affiliate during any three-month period exceeds 5,000 shares or has an aggregate sale price in excess of US$50,000, the seller must file a notice on Form 144 with the Commission and the OTCQB, if applicable, concurrently with either the placing of a sale order with the broker or the execution of a sale directly with a market maker.

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Non-Affiliate Resales of Restricted Securities

In general, under Rule 144 under the Securities Act, as in effect on the date of this Offering Circular, a person who is not an affiliate of ours at the time of sale, and has not been an affiliate at any time during the three months preceding a sale, and who has beneficially owned the Common Stock proposed to be sold for at least six months but less than a year, including the holding period of any prior owner other than an affiliate, is entitled to sell the Common Stock beginning on the 91st day after we have become subject to the reporting requirements of the Exchange Act without complying with the manner of sale, volume limitation or notice provisions of Rule 144, and will be subject only to the current public information requirements of Rule 144. If such person has beneficially owned the Common Stock proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then such person is entitled to sell such Common Stock under Rule 144(b)(1) without regard to any Rule 144 restrictions, including the public company requirement and the current public information requirement.

Rule 701

Any of our employees, officers, directors, consultants or advisors who purchased shares under a written compensatory stock or option plan or other written contract may be entitled to sell such Common Stock in reliance upon exemptions from registration. Rule 701 permits affiliates to sell their Rule 701 Common Stock under Rule 144 without complying with the holding period requirements of Rule 144. Rule 701 further provides that non- affiliates may sell these shares of Common Stock in reliance on Rule 144 without complying with the holding period, public information, volume limitation or notice provisions of Rule 144. All holders of Rule 701 Common Stock are required to wait until 90 days after we have become subject to the reporting requirements of the Exchange Act before selling those shares.

Lock-Up Agreements

Contact Gold has agreed to use best efforts to cause its executive officers and directors to enter into a 90-day "lock-up" from the closing date of the Offering relating to our Common Stock that they beneficially own. This means that, for a period of 90 days following the closing date of this Offering, such persons may not, with limited exceptions, sell or agree to sell any Common Stock or securities or other financial instruments convertible into or having the right to acquire Common Stock or enter into any agreement or arrangement to transfer to another, in whole or in part, any of the economic consequences of ownership of Common Stock, without the prior written consent of the Lead Underwriter on behalf of the Underwriters pursuant to the terms of the lock-up agreements.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS AND NON-U.S. HOLDERS

The following is a general summary of material U.S. federal income tax consequences arising from and relating to the acquisition, ownership and disposition of Common Stock acquired as part of the Units, the exercise, disposition, and lapse of Warrants acquired as part of the Units, and the acquisition, ownership, and disposition of Warrant Shares.

Scope of this Summary

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax consequences arising from and relating to the acquisition, ownership, and disposition of Common Stock, Warrants and Warrant Shares. In addition, this summary does not take into account the individual facts and circumstances of any particular holder that may affect the U.S. federal income tax consequences to such holder. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any holder. Except as discussed below, this summary does not discuss applicable income tax reporting requirements. This summary does not address the U.S. federal net investment income, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences arising from and relating to the acquisition, ownership, and disposition of Common Stock, Warrants and Warrant Shares. Each prospective holder should consult its own tax advisors regarding the U.S. federal, state and local, and non-U.S. tax consequences relating to the acquisition, ownership, and disposition of Common Stock, Warrants and Warrant Shares.

No legal opinion from United States legal counsel or ruling from the Internal Revenue Service (the "IRS") has been requested, or will be obtained, regarding the United States federal income tax consequences related to the acquisition, ownership and disposition of Common Stock, Warrants and Warrant Shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary.

Authorities

This summary is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations (whether final, temporary, or proposed) promulgated thereunder, published rulings of the IRS, published administrative positions of the IRS, and United States court decisions that are applicable and, in each case, as in effect and available, as of the date of this Prospectus Supplement. Any of the authorities on which this summary is based could be changed or subject to differing interpretations in a material and adverse manner at any time, and any such change could be applied on a retroactive basis. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

U.S. Holders

As used in this summary, the term "U.S. Holder" means a beneficial owner of Common Stock, Warrants and Warrant Shares acquired pursuant to this Prospectus Supplement that is for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the U.S. as determined for U.S. federal income tax purposes;

• a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S., any state thereof or the District of Columbia;

• an estate whose income is subject to U.S. federal income taxation regardless of its source; or

• a trust that (1) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

Non-U.S. Holders

The term "Non-U.S. Holder" means any beneficial owner of Common Stock, Warrants and Warrant Shares acquired pursuant to this Prospectus Supplement that is neither a U.S. Holder nor a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes. A Non-U.S. Holder should review the discussion under the heading "U.S. Federal Income Tax Consequences to Non-U.S. Holders of the Acquisition, Ownership and Disposition of Common Stock, Warrants and Warrant Shares" below for more information. Non-U.S. investors should consult with their own tax advisors regarding the tax consequences of acquiring, owning and disposing of Common Stock, Warrants and Warrant Shares.

Holders Subject to Special United States Federal Income Tax Rules

This summary deals only with persons or entities who hold Common Stock, Warrants or Warrant Shares as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes). This summary does not address the U.S. federal income tax considerations applicable to holders that are subject to special provisions under the Code, including, but not limited to, holders that: (a) are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (d) have a "functional currency" other than the U.S. dollar; (e) own the Common Stock or Warrant Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other integrated transaction; (f) acquire the Common Stock or Warrant Shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) are subject to special tax accounting rules; (h) are partnerships or other pass-through entities (and investors in such partnerships and entities); (i) own, have owned or will own (directly, indirectly, or by attribution) 10% or more of the total combined voting power or value of the outstanding Common Stock and Warrant Shares; (j) are "controlled foreign corporations" or "passive foreign investment companies"; or (k) are former citizens or former long-term residents of the U.S. Holders that are subject to special provisions under the Code, including holders described immediately above, should consult their own tax advisors regarding the United States federal, state and local, and non-U.S. tax consequences arising from and relating to the acquisition, ownership and disposition of Common Stock, Warrants and Warrant Shares.

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If an entity or arrangement that is classified as a partnership (or other "pass-through" entity) for U.S. federal income tax purposes holds Common Stock, Warrants or Warrant Shares, the U.S. federal income tax consequences to such entity and the partners (or other owners) of such entity generally will depend on the activities of the entity and the status of such partners (or owners). This summary does not address the tax consequences to any such owner or entity. Partners (or other owners) of entities or arrangements that are classified as partnerships or as "pass-through" entities for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences arising from and relating to the acquisition, ownership, and disposition of Common Stock, Warrants and Warrant Shares.

Certain Material U.S. Federal Income Tax Consequences of the Purchase of Units to U.S. Holders and Non-U.S. Holders

For U.S. federal income tax purposes, the purchase of a Unit by U.S. Holders and Non-U.S. Holders will be treated as the purchase of two components: a component consisting of one share of Common Stock and a component consisting of 0.50 of one Warrant. The purchase price for each Unit will be allocated between these two components in proportion to their relative fair market values at the time the Unit is purchased by the holder. This allocation of the purchase price for each Unit will establish a holder's initial tax basis for U.S. federal income tax purposes in the one share of Common Stock and 0.50 of one Warrant that comprise each Unit.

For purposes of determining the initial tax basis, the Company will allocate $0.195 of the purchase price for each Unit to the one share of Common Stock and $0.005 of the purchase price for each Unit to the 0.50 of one Warrant. However, the IRS will not be bound by the Company's allocation of the purchase price for the Units, and, therefore, the IRS or a U.S. court may not respect the allocation set forth above. Each holder should consult its own tax advisors regarding the allocation of the purchase price for the Units.

U.S. Federal Income Tax Consequences to U.S. Holders

The Exercise and Disposition of Warrants

Exercise of Warrants

A U.S. Holder generally will not recognize gain or loss on the exercise of a Warrant and related receipt of a Warrant Share (provided no cash is received in lieu of the issuance of a fractional Warrant Share). A U.S. Holder's initial tax basis in the Warrant Share received on the exercise of a Warrant should be equal to the sum of (a) such U.S. Holder's tax basis in such Warrant plus (b) the exercise price paid by such U.S. Holder on the exercise of such Warrant. It is unclear whether a U.S. Holder's holding period for the Warrant Share received on the exercise of a Warrant should begin on the date that such Warrant is exercised by such U.S. Holder or the day following the date of exercise of the Warrant; however, in either case the holding period of a Warrant Share will not include the period during which the U.S. Holder held the Warrant.

Disposition of Warrants

A U.S. Holder will recognize gain or loss on the sale or other taxable disposition of a Warrant in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder's tax basis in the Warrant sold or otherwise disposed of. Any such gain or loss generally will be a capital gain or loss, which will be long-term capital gain or loss if the Warrant is held for more than one year. Long-term capital gains recognized by certain non-corporate U.S. Holders (including individuals) generally will be subject to applicable long-term capital gains rates (currently at a maximum U.S. federal income tax rate of 20%). Deductions for capital losses are subject to complex limitations under the Code.

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Expiration of Warrants without Exercise

Upon the lapse or expiration of a Warrant, a U.S. Holder will recognize a loss in an amount equal to such U.S. Holder's tax basis in the Warrant. Any such loss generally will be a capital loss and will be long-term capital loss if the Warrant is held for more than one year. Deductions for capital losses are subject to complex limitations under the Code.

Certain Adjustments to the Warrants

Under Section 305 of the Code, an adjustment to the number of Warrant Shares that will be issued on the exercise of the Warrants, or an adjustment to the exercise price of the Warrants, may be treated as a constructive distribution to a U.S. Holder of the Warrants if, and to the extent that, such adjustment has the effect of increasing such U.S. Holder's proportionate interest in the Company's "earnings and profits" or assets, depending on the circumstances of such adjustment (for example, if such adjustment is to compensate for a distribution of cash or other property to holders of Common Stock). Adjustments to the exercise price of a Warrant made pursuant to a bona fide reasonable adjustment formula that has the effect of preventing dilution of the interest of the holders of the Warrants should generally not result in a constructive distribution. (See the more detailed discussion of the rules applicable to distributions made by the Company at "U.S. Federal Income Tax Consequences to U.S. Holders of the Acquisition, Ownership and Disposition of Common Stock and Warrant Shares - Distributions" below).

The Acquisition, Ownership and Disposition of Common Stock and Warrant Shares

Distributions

The Company does not currently expect to make any distributions to holders of the Common Stock or Warrant Shares. However, if the Company does make distributions on the Common Stock or Warrant Shares, those distributions will be included in a U.S. Holder's income as ordinary dividend income to the extent of the Company's current and accumulated earnings and profits (determined under U.S. federal income tax principles) as of the end of the Company's taxable year in which the distribution occurs. However, with respect to dividends received by certain non-corporate U.S. Holders (including individuals), such dividends are generally taxed at the applicable long-term capital gains rates (currently at a maximum tax rate of 20%), provided certain holding period and other requirements are satisfied. Distributions in excess of the Company's current and accumulated earnings and profits will be treated as a return of capital to the extent of a U.S. Holder's adjusted tax basis in the Common Stock or Warrant Shares and thereafter as capital gain from the sale or exchange of such Common Stock or Warrant Shares, which will be taxable according to rules discussed under the heading "Sale, Certain Redemptions or Other Taxable Dispositions of Common Stock and Warrant Shares," below. Dividends received by a corporate holder may be eligible for a dividends received deduction, subject to applicable limitations.

Sale, Certain Redemptions or Other Taxable Dispositions of Common Stock and Warrant Shares

Upon the sale, certain qualifying redemptions, or other taxable disposition of Common Stock or Warrant Shares, a U.S. Holder generally will recognize capital gain or loss equal to the difference between (i) the amount of cash and the fair market value of any property received upon such taxable disposition and (ii) the U.S. Holder's adjusted tax basis in the Common Stock or Warrant Shares. Such capital gain or loss will be long-term capital gain or loss if a U.S. Holder's holding period in the Common Stock or Warrant Shares is more than one year at the time of the taxable disposition. Long-term capital gains recognized by certain non-corporate U.S. Holders (including individuals) will generally be subject to a maximum U.S. federal income tax rate of 20%. Deductions for capital losses are subject to complex limitations under the Code.

Other U.S. Federal Income Tax Consequences

Information Reporting and Backup Withholding

Information reporting requirements generally will apply to payments of dividends on Common Stock and Warrant Shares and to the proceeds of a sale of Common Stock, Warrants or Warrant Shares paid to a U.S. Holder unless the U.S. Holder is an exempt recipient (such as a corporation). Backup withholding will apply to those payments if the U.S. Holder fails to provide its correct taxpayer identification number, or certification of exempt status, or if the U.S. Holder is notified by the IRS that it has failed to report in full payments of interest and dividend income. Backup withholding is not an additional tax, and any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. Holder's U.S. federal income tax liability, if any, provided the required information is furnished in a timely manner to the IRS.

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U.S. Federal Income Tax Consequences to Non-U.S. Holders

The Exercise and Disposition of Warrants

Exercise of Warrants

A Non-U.S. Holder generally will not recognize gain or loss on the exercise of a Warrant and related receipt of a Warrant Share (provided no cash is received in lieu of the issuance of a fractional Warrant Share and certain other conditions are present, as discussed below under "Sale or Other Taxable Disposition of Common Stock, Warrants and Warrant Shares"). A Non-U.S. Holder's initial tax basis in the Warrant Share received on the exercise of a Warrant should be equal to the sum of (a) such Non-U.S. Holder's tax basis in such Warrant plus (b) the exercise price paid by such Non-U.S. Holder on the exercise of such Warrant. It is unclear whether a Non-U.S. Holder's holding period for the Warrant Share received on the exercise of a Warrant should begin on the date that such Warrant is exercised by such Non-U.S. Holder or the day following the date of exercise of the Warrant; however, in either case the holding period will not include the period during which the Non-U.S. Holder held the Warrant.

Disposition of Warrants

Subject to the discussion under the heading "Sale or Other Taxable Disposition of Common Stock, Warrants and Warrant Shares" below, a Non-U.S. Holder will recognize gain or loss on the sale or other taxable disposition of a Warrant in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such Non-U.S. Holder's tax basis in the Warrant sold or otherwise disposed of. Any such gain or loss generally will be a capital gain or loss (provided that the Warrant Share to be issued on the exercise of such Warrant would have been a capital asset within the meaning of Section 1221 of the Code if acquired by the Non-U.S. Holder), which will be long-term capital gain or loss if the Warrant is held for more than one year. Any such gain recognized by a Non-U.S. Holder will be taxable for U.S. federal income tax purposes according to rules discussed under the heading "Sale or Other Taxable Disposition of Common Stock, Warrants and Warrant Shares," below.

Expiration of Warrants without Exercise

Subject to the discussion under the heading "Sale or Other Taxable Disposition of Common Stock, Warrants and Warrant Shares" below, upon the lapse or expiration of a Warrant, a Non-U.S. Holder will recognize a loss in an amount equal to such Non-U.S. Holder's tax basis in the Warrant. Any such loss generally will be a capital loss and will be long-term capital loss if the Warrants are held for more than one year. Deductions for capital losses are subject to complex limitations under the Code.

Certain Adjustments to the Warrants

Under Section 305 of the Code, an adjustment to the number of Warrant Shares that will be issued on the exercise of the Warrants, or an adjustment to the exercise price of the Warrants, may be treated as a constructive distribution to a Non-U.S. Holder of the Warrants if, and to the extent that, such adjustment has the effect of increasing such Non-U.S. Holder's proportionate interest in the Company's "earnings and profits" or assets, depending on the circumstances of such adjustment (for example, if such adjustment is to compensate for a distribution of cash or other property to holders of Common Stock). Adjustments to the exercise price of a Warrant made pursuant to a bona fide reasonable adjustment formula that has the effect of preventing dilution of the interest of the holders of the Warrants should generally not result in a constructive distribution. See the more detailed discussion of the rules applicable to distributions made by the Company under the heading "Dividends" below.

The Acquisition, Ownership and Disposition of Common Stock, Warrants and Warrant Shares

Dividends

The Company does not currently expect to make any distributions to holders of the Common Stock or Warrant Shares. However, if the Company does make distributions on the Common Stock or Warrant Shares, those distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from the Company's current and accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed the Company's current and accumulated earnings and profits, they will constitute a return of capital and will first reduce a Non-U.S. Holder's basis in Common Stock or Warrant Shares, but not below zero, and then will be treated as gain from the sale of stock, which will be taxable according to rules discussed under the heading "Sale or Other Taxable Disposition of Common Stock, Warrants and Warrant Shares," below. If the Company is a USRPHC (as defined below) and does not qualify for the Regularly Traded Exception (as defined below), distributions which constitute a return of capital will be subject to withholding tax unless an application for a withholding certificate is filed to reduce or eliminate such withholding. See "Sale or Other Taxable Disposition of Common Stock, Warrants and Warrant Shares" below for a discussion of the treatment of USRPHCs. Additionally, any dividends paid to a Non-U.S. Holder with respect to Common Stock or Warrant Shares generally will be subject to withholding tax at a 30% gross rate, subject to any exemption or lower rate under an applicable treaty if the Non-U.S. Holder provides the Company with a properly executed IRS Form W-8BEN or W-8BEN-E, unless the Non-U.S. Holder provides the Company with a properly executed IRS Form W-8ECI (or other applicable form) relating to income effectively connected with the conduct of a trade or business within the U.S.

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Dividends that are effectively connected with the conduct of a trade or business within the U.S. and includible in the Non-U.S. Holder's gross income are not subject to the withholding tax (assuming proper certification and disclosure), but instead are subject to U.S. federal income tax on a net income basis at applicable graduated individual or corporate rates. Any such effectively connected income received by a non-U.S. corporation may, under certain circumstances, be subject to an additional branch profits tax at a 30% rate, subject to any exemption or lower rate as may be specified by an applicable income tax treaty.

A Non-U.S. Holder of Common Stock or Warrant Shares who wishes to claim the benefit of an applicable treaty rate or exemption is required to satisfy certain certification and other requirements. If a Non-U.S. Holder is eligible for an exemption from or a reduced rate of U.S. withholding tax pursuant to an income tax treaty, it may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Sale or Other Taxable Disposition of Common Stock, Warrants and Warrant Shares

In general, a Non-U.S. Holder of Common Stock, Warrants or Warrant Shares will not be subject to U.S. federal income tax on gain recognized from a sale, exchange, or other taxable disposition of such Common Stock, Warrants or Warrant Shares, unless:

• the gain is effectively connected with a U.S. trade or business carried on by the Non-U.S. Holder (and, where an income tax treaty applies, is attributable to a U.S. permanent establishment of the Non-U.S. Holder), in which case the Non-U.S. Holder will be subject to tax on the net gain from the sale at regular graduated U.S. federal income tax rates, and if the Non-U.S. Holder is a corporation, may be subject to an additional U.S. branch profits tax at a gross rate equal to 30% of its effectively connected earnings and profits for that taxable year, subject to any exemption or lower rate as may be specified by an applicable income tax treaty;

• the Non-U.S. Holder is an individual who is present in the U.S. for 183 days or more in the taxable year of disposition and certain other conditions are met, in which case the Non-U.S. Holder will be subject to a 30% tax on the gain from the sale, which may be offset by U.S. source capital losses; or

• the Company is or has been a "United States real property holding corporation" ("USRPHC") for U.S. federal income tax purposes at any time during the shorter of the Non-U.S. Holder's holding period or the 5-year period ending on the date of disposition of Common Stock, Warrants or Warrant Shares; provided, with respect to the Common Stock and Warrant Shares, that as long as the Common Stock is regularly traded on an established securities market as determined under the Treasury Regulations (the "Regularly Traded Exception"), a Non-U.S. Holder would not be subject to taxation on the gain on the sale of Common Stock or Warrant Shares under this rule unless the Non-U.S. Holder has owned: (i) more than 5% of the Common Stock at any time during such 5-year or shorter period; (ii) Warrants with a fair market value on the date acquired by such holder greater than the fair market value on that date of 5% of the Common Stock; or (iii) aggregate equity securities of the Company with a fair market value on the date acquired in excess of 5% of the fair market value of the Common Stock on such date (in any case, a "5% Common Stockholder"). Since the Warrants are not expected to be listed on a securities market, the Warrants are unlikely to qualify for the Regularly Traded Exception. In determining whether a Non-U.S. Holder is a 5% Common Stockholder, certain attribution rules apply in determining ownership for this purpose. Non-U.S. Holders should be aware that the Company believes it currently is, and expects to continue to be for the foreseeable future, a USRPHC. The Common Stock currently trades on the OTCQB. At this time, it is uncertain whether the Common Stock will continue to be considered as being regularly traded on an established securities market in the U.S. Accordingly, the Company can provide no assurances that the Common Stock, Warrants or Warrant Shares will meet the Regularly Traded Exception at the time a Non-U.S. Holder purchases such securities or sells, exchanges or otherwise disposes of such securities. Non-U.S. Holders should consult with their own tax advisors regarding the consequences to them of investing in a USRPHC. As a USRPHC, a Non-U.S. Holder will be taxed as if any gain or loss were effectively connected with the conduct of a trade or business as described above in "Dividends", and a 15% withholding tax generally would apply to the gross proceeds from the sale of Common Stock, Warrants or Warrant Shares, in the event that (i) such holder is a 5% Common Stockholder, or (ii) the Regularly Traded Exception is not satisfied during the relevant period with respect to the security sold.

Non-U.S. holders should consult any applicable income tax treaties that may provide for different rules.

Other U.S. Federal Income Tax Consequences

Information Reporting and Backup Withholding

Generally, the Company must report annually to the IRS the amount of dividends paid to each Non-U.S. holder, the name and address of the recipient, and the amount, if any, of tax withheld with respect to those dividends. A similar report is sent to each Non-U.S. holder. These information reporting requirements apply even if withholding was not required. Pursuant to tax treaties or other agreements, the IRS may make its reports available to tax authorities in the recipient's country of residence.

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Payments of dividends to a Non-U.S. holder may be subject to backup withholding (at the applicable rate) unless the Non-U.S. holder establishes an exemption, for example, by properly certifying its non-U.S. status on an appropriate IRS Form W-8 (or other suitable substitute or successor form). Notwithstanding the foregoing, backup withholding may apply if either the Company or its paying agent has actual knowledge, or reason to know, that the beneficial owner is a U.S. person that is not an exempt recipient.

Payments of the proceeds from sale or other disposition by a Non-U.S. holder of Common Stock, Warrants or Warrant Shares effected outside the United States by or through a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, information reporting will apply to those payments if the broker does not have documentary evidence that the holder is a Non-U.S. holder, an exemption is not otherwise established, and the broker has certain relationships with the United States.

Payments of the proceeds from a sale or other disposition by a Non-U.S. holder of Common Stock, Warrants or Warrant Shares effected by or through a U.S. office of a broker generally will be subject to information reporting and backup withholding (at the applicable rate) unless the Non-U.S. holder establishes an exemption, for example, by properly certifying its non-U.S. status on an appropriate IRS Form W-8 (or other suitable substitute or successor form). Notwithstanding the foregoing, information reporting and backup withholding may apply if the broker has actual knowledge, or reason to know, that the holder is a U.S. person that is not an exempt recipient.

Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code, the Treasury Regulations promulgated thereunder and other official guidance (commonly referred to as "FATCA") on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on Common Stock or Warrant Shares paid to a "foreign financial institution" or a "non-financial foreign entity" (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence, reporting and withholding obligations, (2) the non- financial foreign entity either certifies it does not have any "substantial United States owners" (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence, reporting and withholding requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain "specified United States persons" or "United States-owned foreign entities" (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Accordingly, the entity through which the Common Stock or Warrant Shares is held will affect the determination of whether such withholding is required. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Future Treasury Regulations or other official guidance may modify these requirements.

Under the applicable Treasury Regulations, withholding under FATCA generally applies to payments of dividends on the Common Stock or Warrant Shares. While withholding under FATCA would have also applied to payments of gross proceeds from the sale or other disposition of the Common Stock, Warrants or Warrant Shares on or after January 1, 2019, recently proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds. The preamble to these proposed regulations indicates that taxpayers may rely on them pending their finalization. The FATCA withholding tax will apply to all withholdable payments without regard to whether the beneficial owner of the payment would otherwise be entitled to an exemption from imposition of withholding tax pursuant to an applicable income tax treaty with the United States or U.S. domestic law. The Company will not pay additional amounts to holders of Common Stock, Warrants or Warrant Shares in respect of amounts withheld.

Prospective investors should consult their own tax advisors regarding the potential application of withholding under FATCA to their investment in Common Stock, Warrants or Warrant Shares.

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LEGAL MATTERS

The validity of the issuance of the Units, Unit Shares, Warrants, Additional Units, Additional Unit Shares, Additional Warrants, Additional Unit Shares, Broker Warrants and Broker Warrant Shares offered by this Offering Circular will be passed upon for us by Dorsey & Whitney LLP.

EXPERTS

The financial statements of Contact Gold Corp. as at December 31, 2019 and 2018, and for the years ended December 31, 2019, December 31, 2018, and December 31, 2017 appearing in this Offering Circular have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 2 to the Annual Statements) included herein.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Section 78.7502 of the Nevada Revised Statutes (the "Nevada Law") authorizes a court to award, or a corporation's board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, (including reimbursement for expenses incurred) arising under the Securities Act.

Our certificate of incorporation provides for indemnification of our officers, directors and other employees to the fullest extent permitted by the Nevada Law.

Our bylaws, as amended (the "Bylaws"), state that we shall indemnify and hold harmless, to the fullest extent permitted by Nevada Law as it presently exists or may hereafter be amended, any director or officer of Contact Gold who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding") by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of Contact Gold or is or was serving at the request of Contact Gold as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding. Contact Gold shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the board of directors. Our Bylaws also permit us to indemnify and hold harmless, to the extent permitted by applicable law as it presently exists or may hereafter be amended, any employee or agent of Contact Gold who was or is made or is threatened to be made a party or is otherwise involved in any Proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of Contact Gold or is or was serving at the request of Contact Gold as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling Contact Gold pursuant to our certificate of incorporation, our Bylaws and/or the Nevada Law, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

WHERE YOU CAN FIND MORE INFORMATION

We have filed an Offering Statement on Form 1-A with the Commission under Regulation A of the Securities Act with respect to the Units offered by this Offering Circular. This Offering Circular, which constitutes a part of the Offering Statement, does not contain all of the information set forth in the Offering Statement or the exhibits and schedules filed therewith. For further information with respect to us and our Units, please see the Offering Statement and the exhibits and schedules filed with the Offering Statement. Statements contained in this Offering Circular regarding the contents of any contract or any other document that is filed as an exhibit to the Offering Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Offering Statement. The Offering Statement, including its exhibits and schedules, may be inspected without charge at www.sec.gov, the Commission's Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission.

Upon completion of this Offering, we will become subject to the information and periodic reporting requirements of the Exchange Act, and, in accordance therewith, will file periodic reports, proxy statements and other information with the Commission. Such periodic reports, proxy statements and other information will be available for inspection and copying at the public reference room and on the Commission's website referred to above.

Page | 147

FINANCIAL STATEMENTS TABLE OF CONTENTS

As of and for the Years Ended December 31, 2019 and 2018

Financial Statements
Consolidated Balance Sheets as of December 31, 2019 and 2018	2
Consolidated Statement of Loss and Comprehensive Loss for the Years Ended December 31, 2019, 2018 and 2017	3
Consolidated Statement of Shareholders' Equity for the Years Ended December 31, 2019, 2018 and 2017	4
Consolidated Statement of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017	5
Notes to the Consolidated Financial Statements	6

As of and for the Three and Six Months Ended June 30, 2020 and 2019

Financial Statements
Condensed Interim Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019	A-1
Condensed Interim Consolidated Statement of Loss and Comprehensive Loss for the Three and Six Months Ended June 30, 2020, and 2019	A-2
Condensed Interim Consolidated Statement of Shareholders' Equity for the Six Months Ended June 30, 2020, and 2019	A-3
Condensed Interim Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2020, and 2019	A-4
Notes to the Condensed Interim Consolidated Financial Statements	A-5

Contact Gold Corp.
An exploration stage company

CONSOLIDATED FINANCIAL STATEMENTS
Prepared in accordance with United States Generally Accepted Accounting Principles
For the year ended December 31, 2019

(Expressed in Canadian dollars)

Report of independent registered public accounting firm

To the Shareholders and the Board of Directors of

Contact Gold Corp.

Opinion on the consolidated financial statements

We have audited the accompanying consolidated balance sheets of Contact Gold Corp. (the "Company") as of December 31, 2019 and 2018, the related consolidated statements of loss and comprehensive loss, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2019, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019 and 2018, and the result of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with U.S. general accepted accounting principles.

The Company's ability to continue as a going concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations, has a working capital deficiency, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. Management's evaluation of the events and conditions and management's plans regarding these matters are also described in note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Basis for opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatements of the consolidated financial statements whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining on a test basis, evidence regarding the amounts and discourse in the consolidated financial statements. Our audits also include evaluating and accounting principles used and significant estimates made by management as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

Chartered Professional Accountants

We have served as the Company's auditor since 2017.

Vancouver, Canada

March 30, 2020

Contact Gold Corp.

Consolidated Balance Sheets

(Expressed in Canadian dollars)

As at

	Note	December 31, 2019		December 31, 2018
		$		$
Assets
Current assets
Cash and cash equivalents		844,169		545,164
Prepaids and deposits	4	301,879		461,312
Receivables		92,695		27,205
Deferred share issue costs	8(b)	-		313,220
Total current assets		1,238,743		1,346,901
Non-current assets
Marketable securities	5(d)	56,250		-
Bonding deposit	4	-		204,630
Fixed assets		16,212		29,800
Exploration properties and deferred acquisition costs	5	38,364,013		41,347,318
Total non-current assets		38,436,475		41,581,748
Total assets		39,675,218		42,928,649
Liabilities and shareholders' equity
Current liabilities
Payables and accrued liabilities	6	468,058		885,931
Other current liabilities	5(d)	33,376		35,073
Total current liabilities		501,434		921,004
Non-current liabilities
Redeemable preferred stock	7	13,246,524		11,589,700
Other non-current liabilities	5(d)	51,622		75,029
Deferred tax liability	9	1,918,202		2,067,366
Total non-current liabilities		15,216,348		13,732,095
Total liabilities		15,717,782		14,653,099
Shareholders' equity
Share capital	8	44,562,187		38,625,765
Contributed surplus	8	3,012,870		1,995,449
Accumulated other comprehensive income (loss)		(1,398,180	)	499,651
Accumulated deficit		(22,219,441	)	(12,845,315	)
Total shareholders' equity		23,957,436		28,275,550
Total liabilities and shareholders' equity		39,675,218		42,928,649
Nature of operations and going concern	1, 2(a)
Subsequent events	15

The accompanying notes form an integral part of these consolidated financial statements

Approved by the Board of Directors:

"Riyaz Lalani", Director "John Dorward", Director

2

Contact Gold Corp.

Consolidated Statements of Loss and Comprehensive Loss
(Expressed in Canadian dollars, except share amounts)

			Year ended			Year ended			Year ended
	Note		December 31, 2019			December 31, 2018			December 31, 2017
Operating expenses:
Exploration and evaluation expenditures	5		3,038,682			4,447,379			4,262,695
Loss on disposal of exploration properties	5(e)		-			1,962,061			-
Write down of exploration properties	5(e)		1,381,434			85,176			-
Accretion of redeemable preferred stock obligation	7		2,218,595			1,842,900			899,655
Wages and salaries			1,555,414			1,070,348			428,411
Stock-based compensation	8(d)		817,792			1,202,235			569,514
Professional, legal & advisory fees			454,051			421,946			568,429
Investor relations, promotion and advertising			249,749			502,384			321,428
Administrative, office, and general			241,246			240,914			178,292
Loss (gain) on embedded derivatives	7		48,635			(461,261	)		(5,799,607	)
Loss on change in fair value of private placement rights	8(b)		39,248			-			-
Accretion of Cobb Creek obligation	5(d)		19,552			22,249			2,298
Interest and other income			(13,150	)		(23,582	)		(38,000	)
Foreign exchange loss (gain)			(608,050	)		542,343			(618,788	)
Loss before income taxes			9,443,198			11,855,092			774,327
Tax (recovery)	5(e)		(69,072	)		-			-
Loss for the year			9,374,126			11,855,092			774,327
Other comprehensive loss (gain)
Net fair value gain on financial assets	5(d)		(15,000	)		-			-
Exchange difference on translation of foreign operations			1,912,831			(3,290,026	)		2,790,375
Comprehensive loss for the year			11,271,957			8,565,066			3,564,702
Loss per Contact Share	8(e)
Basic and diluted loss per share		$	0.14		$	0.26		$	0.04
Weighted average number of Contact Shares (basic and diluted)			72,811,303			50,572,328			32,278,496

The accompanying notes form an integral part of these consolidated financial statements

3

Contact Gold Corp.

Consolidated Statements of Shareholders' Equity

(Expressed in Canadian dollars, except share amounts)

	Shares (Notes 3, 5, 8, 15(c))	Amount		Contributed surplus (Notes 8(d), 15(a))	Accumulated other comprehensive income (loss)		Accumulated deficit		Total shareholders' equity (deficit)
	#	$		$	$		$		$
Balance as at December 31, 2016	2,769,486	250		-	-		(215,896	)	(215,646	)
Shares issued pursuant to private placements	23,815,000	21,157,500		-	-		-		21,157,500
Equity attributable to RTO	5,000,000	247,470		-	-		-		247,470
Shares issued pursuant to acquisition of Clover	18,550,000	18,550,000		-	-		-		18,550,000
Shares issued pursuant to acquisition of Pony Spur and Poker Flats	112,500	84,375		-	-		-		84,375
Stock-based compensation	-	-		632,228	-		-		632,228
Restricted shares	100,000	-		18,056	-		-		18,056
Share issue costs	-	(1,561,052	)	-	-		-		(1,561,052	)
Cumulative translation adjustment	-	-		-	(2,790,375	)	-		(2,790,375	)
Loss for the year	-	-		-	-		(774,327	)	(774,327	)
Balance as at December 31, 2017	50,346,986	38,478,543		650,284	(2,790,375	)	(990,223	)	35,348,229
Shares issued pursuant to acquisition of East Bailey	250,000	112,500		-	-		-		112,500
Stock-based compensation	-	-		1,311,832	-		-		1,311,832
Restricted shares	-	34,722		33,333	-		-		68,055
Cumulative translation adjustment	-	-		-	3,290,026		-		3,290,026
Loss for the year	-	-		-	-		(11,855,092	)	(11,855,092	)
Balance as at December 31, 2018	50,596,986	38,625,765		1,995,449	499,651		(12,845,315	)	28,275,550
Shares issued pursuant to private placement	9,827,589	2,850,001		-	-		-		2,850,001
Shares issued pursuant to public offering	20,000,000	4,000,000		-	-		-		4,000,000
Shares issued pursuant to conversion of private placement rights	2,047,398	39,248		-	-		-		39,248
Share issued pursuant to acquisition of Green Springs	2,000,000	400,000		-	-		-		400,000
Stock-based compensation	-	-		1,017,421	-		-		1,017,421
Restricted shares	-	33,333		-	-		-		33,333
Share issue costs	-	(1,386,160	)	-	-		-		(1,386,160	)
Cumulative translation adjustment	-	-		-	(1,897,831	)	-		(1,897,831	)
Loss for the year	-	-		-	-		(9,374,126	)	(9,374,126	)
Balance as at December 31, 2019	84,471,973	44,562,187		3,012,870	(1,398,180	)	(22,219,441	)	23,957,436

The accompanying notes form an integral part of these consolidated financial statements

4

Contact Gold Corp.

Consolidated Statement of Cash Flows

(Expressed in Canadian dollars)

	Note	Year ended		Year ended		Year ended
		December 31, 2019		December 31, 2018		December 31, 2017
		$		$		$
Cash flows from operating activities
Loss for the year		(9,374,126	)	(11,855,092	)	(774,327	)
Adjusted for:
Movements in working capital:
Receivables		(65,490	)	7,529		(20,429	)
Prepaids		159,433		11,922		(402,518	)
Payables and accrued liabilities		(134,099	)	393,971		290,042
Gains and losses relating to change in fair value of embedded derivatives	7	48,635		(461,261	)	(5,799,607	)
Change in fair value of Private Placement Rights	8(b)	39,248		-		-
Accretion of Contact Preferred Shares	7	2,218,595		1,842,900		899,655
Foreign exchange relating to Contact Preferred Shares	7	(610,407	)	741,314		(620,321	)
Stock-based compensation	8(d)	1,050,754		1,379,887		650,284
Write-down of exploration property interests	5(e)	1,381,434		85,176		-
Tax recovery on write-down of exploration properties	5(e)	(69,072	)
Loss on disposal of exploration properties	5(e)	-		1,962,061		-
Accretion of Cobb Creek obligation	5(d)	19,552		22,249		2,298
Amortization	5	20,265		8,514		-
Interest income on cash and cash equivalents		-		-		37,508
Foreign exchange impact on translation of cash balances during the year		2,357		(198,971	)	699
Net cash used in operating activities		(5,312,921	)	(6,059,801	)	(5,736,716	)
Cash flows from investing activities
Purchase of equipment		-		(38,314	)	-
Transaction costs relating to acquisition of exploration properties	5(a)	(43,261	)	(31,643	)	(13,370	)
Acquisition of Clover and Contact Gold Properties	3	-		-		(6,800,000	)
Transaction costs relating to acquisition of Clover and Contact Gold Properties	3	-		-		(586,073	)
Acquisition of remaining 51% of Cobb Creek		-		(38,871	)	(38,379	)
Transaction costs relating to acquisition of Cobb Creek		-		-		(3,398	)
Recovery of reclamation deposit	4	188,975		-		-
Acquisition of Pony Spur and Dixie Flats		-		-		(100,755	)
Purchase of short-term investments		-		-		(3,500,000	)
Maturing of short-term investments		-		-		3,500,000
Cash acquired pursuant to RTO		-		-		40,390
Cash deposits for bonding and exploration activities		-		-		(188,545	)
Cash receipt from disposal of exploration properties		-		639,959		-
Net cash due to (used in) investing activities		145,714		531,131		(7,690,130	)
Cash flows from financing activities
Cash received from Private Placement, net	8(b)	2,828,236		-		21,157,500
Share issue costs, paid on Private Placement	8(b)	(25,162	)	-		(1,561,052	)
Cash received from Public Offering, net	8(b)	3,469,277		-		-
Share issue costs, paid on Public Offering	8(b)	(808,510	)	-		-
Change in working capital attributable to share issue costs		-		(313,220	)	-
		5,463,841		(313,220	)	19,596,448
Net cash due to (used in) financing activities
Effect of foreign exchange on cash		2,371		210,796		6,406
Net increase (decrease) in cash		299,005		(5,631,094	)	6,176,008
Cash at beginning of year		545,164		6,176,258		250
Cash end of the year		844,169		545,164		6,176,258
Supplemental cash flow information	12

The accompanying notes form an integral part of these consolidated financial statements

5

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

1.NATURE OF OPERATIONS

Nature of Business

Contact Gold Corp. (the "Company", or "Contact Gold") (formerly Winwell Ventures Inc., "Winwell"), was incorporated under the Business Corporations Act (Yukon) on May 26, 2000 and was continued under the Business Corporations Act (British Columbia) on June 14, 2006.

The Company is engaged in the acquisition, exploration and development of exploration properties in Nevada. The Company is domiciled in Canada and maintains a head office at 1050-400 Burrard St., Vancouver, BC, Canada.

The Company began trading on the TSX Venture Exchange ("TSXV") under the symbol "C" on June 15, 2017.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.Basis of consolidation and going concern

These consolidated financial statements (the "Consolidated Financial Statements") have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") on a historical cost basis, except for financial instruments which have been measured at fair value, and are presented in Canadian dollars ("CAD), except where otherwise indicated.

The Consolidated Financial Statements include the accounts of Carlin Opportunities ("Carlin"), Contact Gold and Clover Nevada II LLC ("Clover"). As described at Note 3, the Company completed a reverse-acquisition ("RTO") transaction on June 7, 2017, and accordingly, pursuant to Financial Accounting Standards Board (the "FASB") Accounting Standards Codification ("ASC") 805, Business Combinations ("ASC 805"), Carlin has been identified as the accounting acquirer for accounting and financial reporting purposes, and is presented in the Consolidated Financial Statements as the parent company. Accordingly, the comparative financial information presented in the Consolidated Financial Statements includes the assets, liabilities and operations of Contact Gold and Clover only for periods subsequent to June 7, 2017. All significant intercompany transactions are eliminated on consolidation.

Contact Gold recorded a loss and comprehensive loss of $11.27 million for the year ended December 31, 2019.  As at December 31, 2019, Contact Gold has an accumulated deficit of $22.22 million, and working capital of $0.74 million. The Company has not generated significant revenues or cash flows from operations since inception and does not expect to do so for the foreseeable future. Contact Gold's continuation as a going concern depends on its ability to successfully raise financing. 

Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms acceptable to the Company, therefore giving rise to a material uncertainty, which may cast significant doubt as to whether Contact Gold's cash resources and working capital will be sufficient to enable the Company to continue as a going concern for the 12-month period after the date that these Consolidated Financial Statements are issued. 

Consequently, management is pursuing various financing alternatives to fund operations and advance its business plan. To facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The Company may determine to reduce the level of activity and expenditures, or divest of certain mineral property assets, to preserve working capital and alleviate any going concern risk.

The Consolidated Financial Statements have been prepared on a going concern basis that contemplates the realization of assets and discharge of liabilities at their carrying values in the normal course of business for the foreseeable future; and do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.

The Board of Directors of the Company (the "Board") authorized the Consolidated Financial Statements on March 30, 2020.

6

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

b.Use of estimates and measurement uncertainties

The preparation of financial statements in accordance with U.S. GAAP requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at each period end, and the reported amounts of expenses during the related reporting period.

The more significant areas requiring the use of management's estimates and assumptions include: the type and amount of exploration property acquisition and transaction costs eligible for capitalization, the assessment of impairment of mineral properties, the disclosed fair value of the Contact Preferred Shares' "host" instrument, the period end revaluation of the Contact Preferred Share embedded derivatives, the fair value of the Private Placement Rights, income taxes, and the valuation of share-based compensation.

To the extent possible, the Company bases its estimates on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ from the amounts estimated in these Consolidated Financial Statements; uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. Further information on management's judgments, estimates and assumptions and how they impact the various accounting policies are described in the relevant notes to these financial statements.

c.Cash and cash equivalents

The Company considers cash in banks, deposits in transit, and highly liquid term deposits with original maturities of three months or less to be cash. Because of the short maturity of these instruments, the carrying amounts approximate their fair value. Restricted cash, if any, is excluded from cash and cash equivalents and is included in long-term assets.

d.Foreign exchange

Items included in the Consolidated Financial Statements are measured using the currency of the primary economic environment in which each company operates (the "functional currency"). Each of Carlin and Contact Gold Corp. raise financing and incur expenditures in CAD, giving rise to a CAD functional currency; Clover incurs expenditures and receives funding from the Company in USD, and accordingly has a USD functional currency.

In preparing the Consolidated Financial Statements, transactions in currencies other than the Company's functional currency are recorded at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary assets and liabilities are translated into CAD at the exchange rate in effect at the balance sheet date, and non-monetary assets and liabilities are translated into CAD at the exchange rate in effect at the time of acquisition or issue. Pursuant to the relief provided under ASC 830, Foreign Currency Matters, and for those transactions that have occurred uniformly throughout the comparative periods, an average rate is used to translate income transactions.

Exchange differences arising from assets and liabilities held in foreign currencies, are recognized in other comprehensive gain or loss as cumulative translation adjustments.

e.Mineral properties, claims maintenance fees, and development costs

The Company has not yet established the existence of mineralized materials on any of its mineral property interests, as defined by the United States Securities and Exchange Commission (the "SEC") under Industry Guide 7, "Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations" ("Industry Guide 7"). As a result, the Company is in the "Exploration Stage", as defined under Industry Guide 7, and will continue to remain in the Exploration Stage until such time proven or probable reserves have been established. In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred. Claim maintenance fees paid to the United States' Department of Interior's Bureau of Land Management (the "BLM") and similar fees paid to state and municipal agencies, as well as fees paid annually pursuant to private property lease and other similar land use arrangements (together, "Claims Maintenance fees") are accounted for as prepaid assets and amortized over the course of the period through which they provide access and title. Mineral property exploration expenditures and pre-extraction expenditures are expensed as incurred until such time as the Company exits the Exploration Stage by establishing proven or probable reserves. To date, no amounts have been capitalized in respect of development activities.

Companies in the "Production Stage", as defined under Industry Guide 7, having established proven and probable reserves and exited the Exploration Stage, typically capitalize expenditures relating to ongoing development activities, with corresponding depletion calculated over proven and probable reserves using the units-of-production method and allocated to future reporting periods to inventory and, as that inventory is sold, to cost of goods sold.

7

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

e.Mineral properties, maintenance fees, and development costs (continued)

The Company is in the Exploration Stage which has resulted in the Company reporting larger losses than if it had been in the Production Stage due to the expensing, instead of capitalization, of expenditures relating to the exploration and advancement of the Contact Gold Properties. Additionally, there would be no corresponding amortization allocated to future reporting periods of the Company since those costs would have been expensed previously, resulting in both lower inventory costs and cost of goods sold and results of operations with higher gross profits and lower losses than if the Company had been in the Production Stage. Any capitalized costs, such as expenditures relating to the acquisition of mineral rights, are depleted over the estimated extraction life using the straight-line method. As a result, the Company's consolidated financial statements may not be directly comparable to the financial statements of companies in the Production Stage. 

The acquisition of title to mineral properties is a complicated and uncertain process. Although management of Contact Gold take steps to verify title to exploration properties in which it holds an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee title. Property title may be subject to unregistered prior agreements or transfers and may be affected by undetected defects. Furthermore, resource exploration is a speculative business and involves a high degree of risk. There is no certainty that the expenditures made by Contact Gold in the exploration of its property interests will result in discoveries of commercial quantities of minerals. Significant expenditures are required to locate and estimate ore reserves, and further the development of a property. Capital expenditures to bring a property to a commercial production stage are also significant. There is no assurance the Company has, or will have, commercially viable ore bodies. There is no assurance that management of the Company will be able to arrange sufficient financing to bring ore bodies into production.

Upon disposal or abandonment, any consideration received is credited against the carrying amount of the exploration and evaluation assets, with any excess consideration greater than the carrying amount included as a gain in net income or loss for the applicable period.

f.Impairment of long-lived assets

At each reporting date, management assesses the possibility of impairment in the carrying value of long-lived assets, including capitalized acquisition costs, development costs, and prepaid claims maintenance fees, whenever events or circumstances indicate that the carrying amounts of the asset or asset group may not be recoverable. An impairment is determined to exist if the total projected future cash flows on an undiscounted pre-tax basis are less than the carrying amount of a long-lived asset or asset group.  An impairment loss is measured with reference to the amount by which the carrying amount of the asset exceeds its fair value using market participant assumptions. Such fair value is determined with reference to ASC 820, Fair Value Measurements and Disclosures, as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Where practical, management calculates the estimated undiscounted future net cash flows relating to the asset or asset group using estimated future prices, proven and probable reserves and other mineral resources, and operating, capital and reclamation costs. In the case of exploration properties for which it is not possible to determine cash flow information, management considers, among other things, enterprise value to hectare (the size of the respective properties) as compared to that of a select group of peer companies' mineral property assets, an estimate of potential sales proceeds as compared to the carrying value of the property, and other similar factors which may indicate or question the potential economic value of an exploration property.

Resource exploration is a speculative business and involves a high degree of risk. There is no certainty that the expenditures made by Contact Gold in the exploration of its property interests will result in discoveries of commercial quantities of minerals. Exploration for mineral deposits involves risks which even a combination of professional evaluation and management experience may not eliminate. Significant expenditures are required to locate and estimate ore reserves, and further the development of a property.

Management's estimates of mineral prices, mineral resources, foreign exchange rates, production levels, operating capital requirements, and reclamation costs are subject to risk and uncertainties that may affect the determination of the recoverability of the long-lived asset.

Capital expenditures to bring a property to a commercial production stage are also significant. There is no assurance the Company has, or will have, commercially viable ore bodies. There is no assurance that management of the Company will be able to arrange sufficient financing to bring ore bodies into production.

8

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

It is possible that material changes could occur that may adversely affect management's estimates.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

g.Financial instruments and fair value accounting

Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership.

Financial assets and liabilities are offset, and the net amount reported in the consolidated balance sheets, when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the significance of the inputs used in making the measurement.

The three levels of the fair value hierarchy are as follows:

Level 1 - Unadjusted quoted prices (unadjusted) in active markets for identical assets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

At initial recognition, Contact Gold classifies its financial instruments in the following categories depending on the purpose for which the instruments were acquired:

Held-for-trading financial assets and liabilities are recorded at fair value as determined by active market prices or valuation models, as appropriate. Valuation models require the use of assumptions, which may include the expected life of the instrument, the expected volatility, dividend payouts, and interest rates. In determining these assumptions, management uses readily observable market inputs where available or, where not available, inputs generated by management. Changes in fair value of held-for-trading financial instruments are recorded in gain or loss for the period. The Company held no held-for-trading financial assets or liabilities as at December 31, 2019. The Embedded Derivatives, which are classified as Level 3 financial liabilities at FVTPL, are interconnected and relate to similar risk exposures, and are accordingly are valued together as one embedded derivative. Certain inputs to the calculation of the value of the Embedded Derivatives use Level 2 and Level 3 inputs.

Available-for-sale financial assets are recorded at fair value as determined by active market prices. Unrealized gains and losses on available-for-sale investments are recognized in other comprehensive gain or loss. If a decline in fair value is deemed to be other than temporary, the unrealized loss is recognized in net loss (gain). Investments in equity instruments that do not have an active quoted market price are measured at cost. As at December 31, 2019, the Company has classified certain of its financial assets in this category.

Loans and receivables are recorded initially at fair value, net of transaction costs incurred, and subsequently at amortized cost using the effective interest rate method. Loans and receivables of Contact Gold are composed of 'Cash and Cash Equivalents' (Level 1); 'Receivables' (Level 2); and 'Bonding Deposits' (Level 2), and are classified as current or non-current assets according to their nature. The carrying value of the Company's loans and receivables as at December 31, 2019 approximate their fair value due to their short-term nature.

Other financial liabilities are recorded initially at fair value and subsequently at amortized cost using the effective interest rate method. Subsequently, these other financial liabilities are measured at amortized cost using the effective interest method with interest expense recognized on an effective yield basis. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expenses over the corresponding period. The effective interest rate is the rate that exactly discounts estimated future cash payments over the expected life of the financial liability, or, where appropriate, a shorter period. Other financial liabilities include payables and accrued liabilities (Level 2), the "host" element of the Contact Preferred Shares (Level 3) (Note 7), and the Cobb Creek obligation (Level 3) (Note 5(d)). Other financial liabilities are classified as current liabilities if payment is due within 12 months. Otherwise, they are presented as non-current liabilities. No amount of the Contact Preferred Shares is currently due within 12 months, one USD 30,000 payment of the Cobb Creek obligation is due in November 2020 (Note 5(d)).

9

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

h.Impairment of financial assets

At each reporting date, management assesses whether there is objective evidence that a financial asset is impaired. If such evidence exists, the Company recognizes an impairment loss, as follows:

(i)Available-for-sale financial assets: A significant or prolonged decline in the fair value of the security below its cost is evidence that the assets are impaired. The impairment loss is the difference between the original cost of the asset and its fair value at the measurement date, less any impairment losses previously recognized in the consolidated statements of loss and comprehensive loss. This amount represents the cumulative loss in accumulated other comprehensive loss that is reclassified to net loss.

(ii)Financial assets carried at amortized cost: The loss is the difference between the amortized cost of the loan or receivable and the present value of the estimated future cash flows, discounted using the instrument's original effective interest rate. The carrying amount of the asset is reduced by this amount either directly or indirectly through the use of an allowance account.

i.Reclamation and remediation costs

Contact Gold records provisions for reclamation and remediation based on the best estimate of costs for site closure and reclamation activities that the Company is required to undertake, and the liability is recognized at fair value at the time such environmental disturbance occurs. The liability is accreted over time through periodic charges to the consolidated statements of loss and comprehensive loss. In addition, the asset retirement cost is capitalized as part of the mineral property's carrying value and, upon commercial production, will be amortized over the life of the related mineral property. The capitalized amount is depreciated on the same basis as the related asset. Reclamation costs are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation costs. Significant judgments and estimates are involved in forming expectations of the amounts and timing of future closure and reclamation costs. Changes in reclamation estimates are reflected in earnings (loss) in the period an estimate is revised. Estimated reclamation obligations are based on when spending for an existing disturbance is expected to occur. The Company reviews, on an annual basis, unless otherwise deemed necessary, the reclamation obligation at each of its exploration properties in accordance with ASC guidance for asset retirement obligations.

Reflecting the level of disturbance as at December 31, 2019, and the timing of any potential reclamation activities, the Company has not accrued any provision for reclamation in the Consolidated Financial Statements.

j.Income taxes

The liability method of accounting for income taxes is used and is based on differences between the accounting and tax bases of assets and liabilities. Deferred tax assets ("DTA") and liabilities ("DTL") are recognized for temporary differences between the tax and accounting basis of assets and liabilities as well as for the benefit of losses available to be carried forward to future years for tax purposes using enacted income tax rates expected to be in effect for the period in which the differences are expected to reverse. The amount of a DTA is evaluated and, if realization is not considered more likely than not, a valuation allowance is provided.

k.Uncertainty in income tax positions

The Company recognizes tax benefits from uncertain tax positions only if it is at least more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Any tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement with the taxing authorities. Related interest and penalties, if any, are recorded as tax expense in the tax provision.

l.Share-based compensation

The Company grants share-based awards as an element of compensation. Share-based awards granted by the Company under the "Contact Gold Omnibus Stock and Incentive Plan" (the "Incentive Plan") can include stock options to purchase a Contact Share ("Options"), restricted shares ("Restricted Shares"), deferred share units ("DSUs"), or restricted share units ("RSUs"; and together with DSUs, "Units"). Compensation expense for Options granted to employees and directors is determined based on estimated fair values of the Options at the time of grant using the Black-Scholes option pricing model, which takes into account, as of the grant date, the fair market value of the shares, expected volatility, expected hold period before exercise, expected dividend yield and the risk-free interest rate over the expected life of the Option. The determination of compensation expense also accounts for forfeitures related to service conditions by estimating the number of awards expected to be forfeited and adjusting the estimate when subsequent information indicates that the estimate is likely to change.

10

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

l.    Share-based compensation (continued)

The compensation expense is recognized using the graded attribution method over the vesting period of the respective Options.  The expense relating to the fair value of Options is included as such on the consolidated statements of loss and comprehensive loss, or included within exploration and evaluation expenditures; and is credited to contributed surplus. Compensation expense for Units and/or Restricted Shares granted to employees or directors is determined based on estimated fair values of the Units or Restricted Shares at the time of grant using quoted market prices or at the time the Units qualify for equity classification under ASC 718, Compensation-Stock Compensation ("ASC 718"). The cost is recognized using the graded attribution method over the vesting period of the respective Units. The expense relating to the fair value of the Units or Restricted Shares is included in expenses and is credited to other liabilities or contributed surplus based on the instrument's classification. Withholding tax on share-based compensation is classified as a financing activity on the consolidated statement of cash flows. Options and Units are settled in common shares of the Company ("Contact Shares") issued from treasury.

The assumptions used in these calculations are inherently uncertain. The resulting value calculated is not necessarily the value that the holder of the equity compensation could receive in an arm's length transaction, given that there is no market for the Options, and they are not transferable. Changes in these assumptions could materially affect the related fair value estimates.

m.Comprehensive Loss

In addition to the loss for a given period, comprehensive loss includes all changes in equity during a period, such as cumulative unrecognized changes in fair value of marketable equity securities classified as available-for-sale or other investments, and the translation of foreign subsidiaries to the Company's Canadian dollar presentation currency.

n.Income and loss per share

Income and loss per common share is calculated by deducting both the dividends declared in the period (whether or not paid) and the dividends accumulated for the period on the Contact Preferred Shares (whether or not earned) from the income or loss for the period, and dividing the result by the weighted average number of Contact Shares outstanding during the period. The Company follows the treasury stock method in the calculation of diluted income or loss per share. Under the treasury stock method, the weighted average number of Contact Shares outstanding used for the calculation of diluted income or loss per share assumes that the proceeds to be received on the exercise of dilutive Options, share purchase warrants or Contact Preferred Shares are used to repurchase common shares at the average market price during the period.

o.Accounting standards adopted

Statement of cash flows

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). This update addresses 8 specific cash flow issues with the objective of reducing the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU No. 2016-15 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. In November 2016, the FASB issued guidance regarding the presentation of restricted cash in the statement of cash flows ("ASU 2016-18"). This update is effective for annual reporting periods beginning after December 15, 2017, and early adoption is permitted. The Company analyzed the impact of these updates and determined that the clarification under both ASU 2016-15 and 2016-18 had no affect on the Company's presentation on its statement of cash flows, and there were accordingly no changes as a result of adoption.

Business combinations

In January 2017, the FASB issued new guidance to assist in determining if a set of assets and activities being acquired or sold is a business ("ASU 2017-01"). It also provided a framework to assist entities in evaluating whether both an input and a substantive process are present, which at a minimum, must be present to be considered a business. This update is effective for annual reporting periods beginning after December 15, 2017, and early adoption is permitted in most circumstances. The Company early adopted these standards during the year and elected to apply this new guidance on a retrospective basis. There was no impact from the adoption of this standard on the Company's historical recognition of asset acquisitions and business combinations.

11

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

o.    Accounting standards adopted (continued)

Financial instruments

In March 2016, the FASB issued new guidance which updates certain aspects of the recognition, measurement, presentation and disclosure of financial instruments ("ASU 2016-01"). The update to the standard was adopted by the Company beginning January 1, 2018. The new guidance requires entities to measure equity investments (except those accounted for under the equity method, those that result in consolidation of the investee and certain other investments) at fair value and recognize any changes in fair value in operations. Transitional guidance provided that entities with unrealized gains or losses on available for sale equity securities were required to reclassify those amounts to beginning retained earnings in the year of adoption. The Company analyzed the impact of this new guidance updates and determined there to be no affect on the Company's financial statements, and there was accordingly no change as a result of adoption.

Leases

Effective January 1, 2019, the Company adopted ASC 842, Leases ("ASC 842"), electing to use a package of three practical expedients as part of a required modified retrospective transition method. ASC 842 revises existing practice related to accounting for leases under ASC Topic 840, Leases ("ASC 840"), the previous accounting standard, for both lessees and lessors. The new guidance in ASC 842 requires lessees to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease, particularly those with a term of 12 months or less). In January 2018, the FASB issued ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842. This update permits an entity to elect an optional transitional practical expedient to not evaluate land easements that exist or expire before the Company's adoption of ASC 842 that were not previously accounted for as leases under ASC 840. The Company has elected this transitional provision.

At inception of a contract, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The lease liability, recognized at the lease commencement date, will be equal to the present value of lease payments; and the right-of-use asset will be based on the lease liability, subject to adjustment such as for initial direct costs. For the purposes of the statement of loss and comprehensive loss, the new standard retains a dual model similar to ASC 840, requiring leases to be classified as either operating or finance. For lessees, operating leases will result in straight-line expense in net loss (gain) over the term of the lease (similar to prior practice of accounting by lessees for operating leases under ASC 840), while finance leases will result in a front-loaded expense pattern (similar to accounting by lessees for capital leases under ASC 840).

The Company elected to account for certain arrangements, including its Vancouver and Nevada offices, as short-term, and has thus not recognized a lease liability and corresponding right-of-use asset for these arrangements.

There was no consequential impact upon adoption for any period, and accordingly, although there was notional application of the package of practical expedients on adoption, there has been no restatement of prior periods, nor any adjustment to the retained earnings.

Stock-based compensation

According to ASU No. 2018-07, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. The amendments in ASU No. 2018-07 are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year.

Codification Improvements

In July 2018, the FASB issued ASU 2018-09, Codification Improvements ("ASU 2018-09"). ASU 2018-09 provides amendments to various topics in the FASB's Accounting Standards Codification, which applies to all reporting entities within the scope of the affected accounting guidance. The transition and effective date guidance are based on the facts and circumstances of each amendment. Some of the amendments in ASU 2018-09 do not require transition guidance and were effective upon issuance of ASU 2018-09. However, many of the amendments do have transition guidance with effective dates for annual periods beginning after December 15, 2018. 

There was no notable impact upon adoption of any of the improvements provided for in ASU 2018-09.

12

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

p.Accounting policies not yet adopted

Measurement of Credit Losses on Financial Instruments

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (ASU "2016-13"). ASU 2016-13 will change how companies account for credit losses for most financial assets and certain other instruments.  For trade receivables, loans and held-to-maturity debt securities, companies will be required to estimate lifetime expected credit losses and recognize an allowance against the related instruments. For available-for-sale debt securities, companies will be required to recognize an allowance for credit losses rather than reducing the carrying value of the asset. The adoption of this update will result in earlier recognition of losses and impairments.

In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses ("ASU 2016-13"). ASU 2016-13 introduced an expected credit loss methodology for the impairment of financial assets measured at the amortized cost basis.  That methodology replaces the probable, incurred loss model for those assets.  ASU 2018-19 is the final version of Proposed Accounting Standards Update 2018-270, which has been deleted. Additionally, the amendments clarify that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with ASC 842.

These updates are effective for fiscal years beginning after December 15, 2019, and the Company is currently evaluating ASU 2016-13 and 2018-19 and the potential impact of adopting this guidance on its financial reporting.

Changes to the Disclosure Requirements for Fair Value Measurement

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13").  This update modifies the disclosure requirements for fair value measurements by removing, modifying or adding disclosures. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, and early adoption is permitted. Certain disclosures in the update are applied retrospectively, while others are applied prospectively. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements.

Simplifying the Accounting for Income Taxes

In December 2019, the FASB issued "ASU 2019-12", "Income Taxes - Simplifying the Accounting for Income Taxes" ("Topic 740") which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 will be effective for interim and annual periods beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2019-12 will have on its consolidated financial statements.

13

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

3.ARRANGEMENT AGREEMENT AND ACQUISITION OF CLOVER NEVADA II LLC

On June 7, 2017, the Company closed a series of transactions including a reverse acquisition of a non-operating company and the acquisition of a 100% interest in Clover, an entity holding mineral property interests in the State of Nevada.

a)Reverse Take-over

The Company entered into an arrangement agreement dated December 8, 2016, as amended on January 31, 2017          (the "Arrangement Agreement"), with Carlin, a private British Columbia company, whereby, subject to the terms and conditions of the Arrangement Agreement, the following transactions occurred on June 7, 2017, pursuant to a court-approved statutory plan of arrangement (the "Arrangement"):

1.a share consolidation on the basis of one (1) new common share in the capital of Winwell (the "New Winwell Shares") for every eight (8) existing common shares of Winwell;

2.the conversion of 23,815,000 previously issued subscription receipts of Carlin (the "Subscription Receipts") into common shares of Carlin (the "Carlin Shares");

3.the acquisition by Winwell of 28,815,000 Carlin Shares (being all the then issued and outstanding Carlin Shares) (the "Acquisition") in exchange for the issuance of New Winwell Shares to shareholders of Carlin (the "Carlin Shareholders") on a one share for one share basis; and

4.the authorization for Winwell to continue into the State of Nevada, and to change its name to "Contact Gold Corp.".

Pursuant to the Acquisition, 91.2% of the Contact Shares were issued to the Carlin Shareholders, yielding them control of the Company.  Following the name change and completion of the continuance of Winwell to the State of Nevada, holders of New Winwell Shares (which included the former holders of Carlin Shares) became holders of Contact Shares.

The substance of the Acquisition was determined to be an RTO of a non-operating company.  However, as a non-operating company lacking an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return, or other economic benefits, directly to its investors, Winwell did not constitute a business.  As a result, the Acquisition was accounted for as a capital reorganization, with Carlin identified as the accounting acquirer.  Accordingly, the Consolidated Financial Statements reflect the continuation of the financial statements of Carlin, with one adjustment, which is to retroactively adjust Carlin's legal capital in order to reflect the capital of Winwell (2,769,486 Contact Shares), the accounting acquiree, as the legal parent of the consolidated entity.  Financial information presented in these Consolidated Financial Statements relating to periods prior to the closing of the Arrangement is also retroactively adjusted to reflect the legal capital of Winwell. 

The transaction has been measured at the carrying value of the net assets of Winwell that were acquired of $568,738, less RTO transaction costs of $321,268.  Accordingly, the amount of equity attributable to the RTO was $247,470 ¹.

b)Clover Acquisition

Winwell and Carlin, together with Waterton Nevada Splitter, LLC ("Waterton Nevada"), and Clover also entered into a securities exchange agreement dated December 8, 2016, as amended on January 31, 2017 (the "Securities Exchange Agreement"), pursuant to which Contact Gold, immediately following the completion of the Arrangement, acquired 100% of the membership interests of Clover, the entity holding a portfolio of 13 gold properties located on Nevada's Carlin, Independence and Northern Nevada Rift gold trends (the "Contact Properties")(Note 5), in exchange for:

i)18,550,000 Contact Shares (Note 8);

ii)11,111,111 non-voting preferred shares of Contact Gold ("Contact Preferred Shares") (Note 7); and

iii)a cash payment of $7,000,000 (the "Cash Payment")

(the "Clover Acquisition", and together with the Arrangement, the "Transactions").

The Clover Acquisition did not meet the definition of a business combination as (i) the Contact Properties are at the exploration stage with no defined mineral reserves, and (ii) neither Contact Gold, nor Clover contained any business processes.  Consequently, the transaction was accounted for as an acquisition of an asset.

The total of consideration paid ($41,123,093) and transaction costs ("Acquisition Costs") incurred ($586,073) was allocated to the assets acquired, including the Contact Properties ($43,123,284) (Note 5) and prepaid Claims Maintenance fees ($149,724) based on relative fair values at that time.

^{___________________________________________________________________
1} Transaction costs directly relating to the RTO incurred by Carlin in the amount of $321,268 (of which $58,152 had been incurred through December 31, 2016 and deferred), were recorded as a charge to retained earnings of Contact Gold to the extent of Winwell's cash balance ($361,658) immediately prior to closing the Transactions.  Accordingly, the balance of cash recognized as acquired from Winwell is $40,390 on closing of the Transactions.

14

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

4.PREPAIDS AND DEPOSITS

Prepaid expenses include $256,936 (December 31, 2018: $406,633) in Claims Maintenance fees.  Such fees to the BLM, cover the twelve-month period ranging from September 1 to August 31 of the subsequent year.  Fees paid to the respective Nevada counties cover the twelve-month period from November 1 to October 31 of the subsequent year. Fees paid pursuant to private property lease and other similar land use arrangements cover the 12-month period of their respective anniversaries. 

Pursuant to the Cobb Creek Option (Note 5(d)), an amount of $38,407, was due from Fremont and credited to the balance of prepaid Claims Maintenance fees pursuant to the terms of the Cobb Creek farm-out (Note 5(d)). An amount of $79,008 was credited to the balance of prepaid Claims Maintenance fees following the disposal of the Santa Renia and Golden Cloud properties in 2018 (Note 5(e)).

During the year ended December 31, 2019, the Company established a surety bonding arrangement with a third-party (the "Surety"). As a consequence of the Surety, USD 150,000 previously held by the BLM in order to satisfy bonding requirements to secure eventual reclamation on operations conducted at Pony Creek and the Company's other exploration property interests were replaced. Accordingly, during the year ended December 31, 2019, the Company recovered $188,975 in bonding amounts previously recognized as a non-current deposit (the "Bonding Deposit"). A finance fee, recognized within Interest and other income, is charged monthly on the full balance of the Surety amount.

5.EXPLORATION PROPERTIES

Pursuant to the Clover Acquisition, on June 7, 2017, the Company completed the acquisition of 100% of the membership interests of Clover, a Nevada limited liability company of which Waterton Nevada was the sole member.  Clover is the legal entity that holds the mineral property rights and interests that comprise the Contact Properties. 

The total of consideration paid, and Acquisition Costs incurred, to acquire Clover in June 2017 was allocated to the Contact Properties and prepaid Claims Maintenance fees (Note 4), acquired based on relative fair values as at the date of the Transactions.  Consideration paid comprised Contact Shares, Contact Preferred Shares (Note 7) and a total of $7,000,000 in cash ($200,000 of which had been paid in 2016).  Upon closing of the Transactions, the Company recognized deferred tax liabilities of $2,149,915 arising from the application of Nevada net proceeds tax (the "NNPT", calculated at a rate of 5%) on the values of the Contact Properties.  The DTL amount is subject to change reflective of the carrying value of the properties from period to period and the impact thereon of changes to the rates of foreign exchange.

The Company has subsequently acquired additional mineral property claims contiguous to the original tenure ("Additions"), and either vended ("Disposals") or determined to abandon or impair certain properties.

With the exception of the Cobb Creek property (nil%), the Contact Properties each carry a net smelter returns ("NSR") royalty of between 2% and 4%, in favour of Waterton Nevada, some of which include buy-down options.

	Pony Creek		South Carlin Projects		Green Springs		Cobb Creek		Portfolio properties		Total
	(a)		(b)		(c)		(d)		(e)
	$		$		$		$		$		$
December 31, 2017	26,907,567		4,082,556		-		287,346		9,219,900		40,497,369
Additions	165,195		-		-		-		-		165,195
Disposals & Abandonments	-		-		-		-		(2,608,188	)	(2,608,188	)
Foreign Exchange	2,352,936		356,999		-		25,128		557,879		3,292,942
December 31, 2018	29,425,698		4,439,555		-		312,474		7,169,591		41,347,318
Additions	-		-		466,857		-		-		466,857
Recovery from earn-in	-		-		-		(88,163	)	-		(88,163	)
Disposals & Abandonments	-		-		-		-		(1,381,434	)	(1,381,434	)
Foreign Exchange	(1,410,674	)	(212,830	)	(5,200	)	(18,599	)	(333,262	)	(1,980,565	)
December 31, 2019	28,015,024		4,226,725		461,657		205,712		5,454,895		38,364,013

15

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

5.  EXPLORATION PROPERTIES AND DEFERRED ACQUISITION COSTS (continued)

a) Pony Creek

The Pony Creek project is located within the Pinion Range, in western Elko County, Nevada. 

On February 6, 2018, the Company acquired what was known as the East Bailey property, which is contiguous to Pony Creek, in exchange for 250,000 Contact Shares valued at $112,500 and a 2% NSR royalty on certain of the claims.  An aggregate amount of $39,181 in directly attributable expenditures incurred relating to the East Bailey acquisition has also been included in "Additions" ($7,538 of which was incurred and accounted for in the year ended December 31, 2017).    A DTL for the NNPT, and a foreign exchange adjustment were also recognized on the acquisition.  There is a 3% NSR royalty over other claims that comprise East Bailey, up to 2% of which can be bought back for USD 1,000,000 per 1% prior to September 2030.

There is a 3% NSR royalty on those claims that comprise Pony Creek acquired from Waterton Nevada. The Company determined to allow a 1% buy-down option of this NSR to lapse on February 7, 2020, when such option expired.

b) South Carlin Projects: Dixie Flats & North Star

The North Star property is located approximately eight kilometres north of the northern-most point of Pony Creek, in western Elko County, Nevada. There is a 3% NSR on the North Star property.

The Dixie Flats property sits immediately to the north of the North Star property.  There is a 2% NSR on the Dixie Flats property payable to an affiliate of Waterton Nevada. The Company determined to allow a 1% buy-down option of this NSR to lapse on February 7, 2020, when such option expired.

c) Green Springs

On July 23, 2019, Contact Gold and Clover entered into a purchase option agreement (the "Green Springs Option") with subsidiaries of Ely Gold Royalties Inc. ("Ely Gold"), whereby Clover shall have an option to purchase a 100% interest in the past-producing Green Springs gold property ("Green Springs").  Green Springs is located at the southern end of Nevada's Carlin Trend, 60 km southwest of Ely, Nevada.

Contact Gold issued 2,000,000 Contact Shares (valued at $400,000) and paid USD 25,000 ($32,855) in cash to Ely Gold to secure Green Springs. The Company also paid Ely Gold an additional USD 6,125 ($8,049) as reimbursement for Claims Maintenance fees relating to the current period. The Company incurred $11,003 in direct expenditures to secure the Green Springs Option. A DTL for the NNPT, and a foreign exchange adjustment were also recognized pursuant to the acquisition.  Total additional consideration to satisfy the Green Springs Option, and complete the acquisition of Green Springs, is as follows:

• USD 50,000 first anniversary
• USD 50,000 second anniversary
• USD 50,000 third anniversary
• USD 100,000 fourth anniversary

Anniversary payment amounts may be made in cash or in Contact Shares at Contact Gold's election, subject to regulatory and contractual minimum values of the Common Shares. Payment of all amounts can be accelerated and completed at any time. Certain claims within Green Springs are the subject of lease agreements with third-parties, one of which requires an annual USD 25,000 payment, whilst the other requires an annual payment in cash equal to the value of 20 ounces of gold. Existing royalties on certain mineral property claims that comprise Green Springs range from 3% to 4.5%, based on historical underlying agreements.

d) Cobb Creek

Upon closing of the Clover Acquisition, the Company acquired a 49% interest in the Cobb Creek property located in Elko County, Nevada.  The Company subsequently acquired the remaining 51% interest, and related historic data, in exchange for six annual payments of USD 30,000, the first of which was paid on closing of the agreement ($38,379). The discounted value of the annual payments at the time of the transaction was $114,329 (the "Cobb Creek obligation"). The total value of the Cobb Creek obligation was recognized as a financial liability at amortized cost, determined with an interest rate of 18.99%, in line with the effective interest rate determined for the Contact Preferred Shares (Note 7). The third annual payment of USD 30,000 ($38,964) was made in November 2019. 

The remaining Cobb Creek obligation is recorded to the consolidated balance sheets as a current ($33,376) and non-current amount ($51,622) as at December 31, 2019 ($35,073 and $75,029, respectively as at December 31, 2018).  Accretion expense of $19,552, and a foreign exchange loss of $13,860 have been recorded within other comprehensive loss for the year ended December 31, 2019 ($22,249 and $9,383, respectively, for the year ended December 31, 2018).

16

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

5.  EXPLORATION PROPERTIES AND DEFERRED ACQUISITION COSTS (continued)

d) Cobb Creek (continued)

By an agreement dated September 27, 2019, as amended (the "Cobb Creek Option"), Clover agreed to farm-out 100% of its interest in the Cobb Creek exploration property ("Cobb Creek") to Fremont Gold Ltd. and its U.S. subsidiary (together, "Fremont"). Pursuant to the Cobb Creek Option, and for so long as it remains in good standing, the Company has assigned its agreement with the Cobb Counterparty, and all associated obligations to Fremont. Upon completion of the farm-out, Fremont will award to Clover a 2.0% NSR on Cobb Creek.

Initial consideration included (i) 750,000 common shares of Fremont ("Fremont Shares") (valued at $41,250), a Level 1-type financial asset, (ii) reimbursement of USD 6,000 ($7,949) for a portion of the prior year payment to the Cobb Counterparty, and (iii) reimbursement for the November 2019 payment to the Cobb Counterparty of USD 30,000 ($38,964). As at December 31, 2019, the reimbursement amounts due from Fremont remained receivable (Note 15(b)).  An amount of USD 29,569 ($38,407) was also reimbursable from Fremont for certain claims-related holding costs, the amount of which has been applied against prepaid Claims Maintenance fees (Note 4).

In order to keep the Cobb Creek Option in good standing, and to complete the acquisition of Cobb Creek, Fremont must keep all claims in good standing, make the annual payments to the Cobb Counterparty, and remit the following consideration to the Company:

• Anniversary 1 (Year 2) USD 30,000; and 750,000 Fremont Shares.
• Anniversary 2 (Year 3) USD 20,000
• Anniversary 3 (Year 4) USD 20,000
• Anniversary 4 (Year 5) USD 25,000
• Anniversary 5 (Year 6) USD 35,000
• Anniversary 6 (Year 7) USD 45,000
• Anniversary 7 (Year 8) USD 55,000
• Anniversary 8 (Year 9) USD 65,000
• Anniversary 9 (Year 10) USD 75,000

The value of the Fremont Shares received, and the amount receivable relating to the reimbursement of the payment to the Cobb Counterparty have been applied against the carrying value of Cobb Creek.  The reimbursement receivable for those claims-related fees have been applied against the balance previously recognized as prepaid Claims Maintenance fees (Note 4).

e) Portfolio properties

Balances presented as Portfolio properties include the remaining Contact Properties.  Those specific properties for which there was a change are summarized below:

Dry Hills and Rock Horse

During the year ended December 31, 2019, the Company determined to abandon those mineral property claims that comprise the Dry Hills, and Rock Horse properties; accordingly, the carrying value of these properties was written down by $1,381,434 to $nil, with a tax recovery of $69,072 recognized to the statement of loss and comprehensive loss. 

Santa Renia and Golden Cloud

By an agreement dated November 5, 2018 (the "GC&SR Disposal"), the Company disposed of the Golden Cloud and Santa Renia properties to Waterton Nevada in exchange for aggregate cash consideration of $560,951 (Note 10).  The Company recognized a $1,962,061 loss on the transaction in the year ended December 31, 2018. Waterton Nevada also reimbursed the Company for $79,008 (USD 60,975) in Claims Maintenance fees relating in aggregate to the two properties (Note 4).

Woodruff

During the year ended December 31, 2018, the Company determined to impair those mineral property claims that comprise the Woodruff property.  Accordingly, the carrying value of Woodruff was written down by $85,176 to $nil.  On April 1, 2019, the Company entered into a lease agreement with an arm's length party for the Woodruff property.  Lease payments received to date of $1,851 (USD 1,395) have been recognized within interest and other income on the consolidated statement of loss for the year ended December 31, 2019.  The third-party operating Woodruff is responsible to pay the annual Claim Maintenance fees throughout the 10-year lease period. The lessee also holds an option to purchase Woodruff for a cash payment of USD 160,000.

17

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

5.  EXPLORATION PROPERTIES AND DEFERRED ACQUISITION COSTS (continued)

Exploration and evaluation expenditures expensed to the consolidated statements of loss and comprehensive loss

Exploration and evaluation expenditures incurred by Contact Gold, including ongoing amortization of prepaid Claims Maintenance fees (Note 4), have been cumulatively expensed in the consolidated statements of loss and comprehensive loss.

Details of exploration and evaluation activities, and related expenditures incurred are as follows:

		Year ended December 31, 2019		Year ended December 31, 2018		Year ended December 31, 2017
Drilling, assaying & geochemistry	$	1,001,301	$	1,903,760	$	2,229,200
Wages and salaries, including share-based compensation		790,109		635,475		274,137
Amortization of Claims Maintenance fees		548,134		757,652		499,668
Geological contractors/consultants & related crew care costs		602,938		987,192		1,022,637
Permitting and environmental monitoring		60,084		163,300		191,174
Property evaluation and data review		36,116		-		45,879
Expenditures for the period	$	3,038,682	$	4,447,379	$	4,262,695
Cumulative balance	$	11,748,756	$	8,710,074	$	4,262,695

Wages and salaries through December 31, 2019, include share-based compensation of $152,962 (2018: $177,653; and 2017: $80,770) (Note 8(d)). An amount of $12,422 (2018: $8,514; and 2017: $nil) in amortization expense arising from the use of fixed assets at Pony Creek has been included in the amount reported as geological contractors/consultants & related crew care costs.

Details of exploration and evaluation expenditures incurred and expensed by Contact Gold on specific Contact Properties are as follows:

		Year ended December 31, 2019		Year ended December 31, 2018		Year ended December 31, 2017
Pony Creek	$	2,221,756	$	3,854,801	$	3,952,719
South Carlin Projects		68,623		113,656		61,142
Green Springs		505,328		-		-
Cobb Creek		45,020		149,841		20,605
Portfolio properties		161,839		329,081		182,350
Property evaluation and data review		36,116		-		45,879
Expenditures for the period	$	3,038,682	$	4,447,379	$	4,262,695
Cumulative balance	$	11,748,756	$	8,710,074	$	4,262,695

6.PAYABLES AND ACCRUED LIABILITIES

		As at		As at
		December 31, 2019		December 31, 2018
Payables	$	185,416	$	726,738
Accrued liabilities		282,642		159,193
	$	468,058	$	885,931

Payables and accrued liabilities are non-interest bearing.  The Company's normal practice is to settle payables within 30-days, or as credit arrangements will allow (Note 10).

18

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

7.REDEEMABLE PREFERRED STOCK

On June 7, 2017, as partial consideration for the Clover Acquisition, the Company issued 11,111,111 Contact Preferred Shares with an aggregate face value denominated in USD of 11,100,000 (the "Face Value") ($15,000,000, converted using the Bank of Canada indicative exchange rate on the date prior to issuance of USD 0.74), maturing five years from the date of issuance (the "Maturity Date"), and carrying a cumulative cash dividend accruing at 7.5% per annum (the "Dividend"), to Waterton Nevada (the Face Value, and the sum of the accrued Dividend amount together being the "Redemption Amount").  The accrued Dividend amount is payable on the earlier of conversion and the Maturity Date, and has priority over any other dividends declared on other classes of the Company's stock.

As a contract to buy non-financial assets (the Contact Properties) that is ultimately settled in either cash or Contact Shares, the Contact Preferred Shares are considered to be comprised of (i) a "host" instrument, and (ii) the value of certain rights, privileges, restrictions and conditions attached to the Contact Preferred Shares (the "Pref Share Rights") each, respectively determined to be an embedded derivative (together, the "Embedded Derivatives").  As a reflection of the potential modification and variability of the cash flows arising from the "host" instrument and the Embedded Derivatives, each are measured separately from each other.

Industry standard methodology was used to determine the fair value of the host and the Embedded Derivatives, utilizing a set of coupled partial differential Black-Scholes equations solved numerically using finite-difference methods.  Upon issuance, the fair value of the Contact Preferred Shares was determined to be $14,987,020 (approximately equal to the Face Value), including $6,846,649 in value attributable to the Embedded Derivatives.

Preferred Shares (host) 

The host instrument was initially recorded at fair value of USD 6,033,480 ($8,140,371) and for disclosure purposes is revalued each period-end using the same approach as described to revalue the Embedded Derivatives.  In determining the fair value of the host on the date of issue, it was necessary for the Company to make certain assumptions to derive the effective interest rate used in calculating the Company's credit spread.  The estimated fair value of the host instrument at December 31, 2019 is USD 10,893,698 ($14,148,735).  The fair value will differ from the amount recognized in the Consolidated Financial Statements which is accounted for using the amortized cost basis.

The carrying value, including the aggregate Dividend amount for the term to the Maturity Date, has been recognized as a financial liability at amortized cost.  Recognition of the host at amortized cost is in view of the i) Dividend being at a fixed rate, and ii) mandatory redemption feature of the instrument, both of which are payable in cash on the Maturity Date.  Mandatorily redeemable instruments are classified as liabilities pursuant to ASC 480, Distinguishing Liabilities From Equity, therefore any dividends or accretion on instruments that have a legal form of equity should generally be presented as interest expense.  At December 31, 2019, the cumulative amount of the accrued Dividend reflected in the accretion expense is $2,775,705 (December 31, 2018: $1,779,776).

Using the effective interest rate method, at a rate of 18.99%, the Contact Preferred Shares are carried at amortized cost each period end, with an accretion expense recorded to the consolidated statements of loss and comprehensive loss. 

A summary of changes to the value of the Contact Preferred Shares host instrument, including the impact from change to the foreign exchange rate for the periods from issuance on June 7, 2017 to December 31, 2019 is set out below:

June 7, 2017	$	8,140,371
Accretion		899,655
Foreign exchange		(620,321	)
December 31, 2017	$	8,419,705
Accretion		1,842,900
Foreign exchange		741,314
December 31, 2018	$	11,003,919
Accretion		2,218,595
Foreign exchange		(610,407	)
December 31, 2019	$	12,612,107

19

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

7.    REDEEMABLE PREFERRED STOCK (continued)

Pref Share Embedded Derivatives

The Embedded Derivatives are classified as liabilities, and each are interconnected and relate to similar risk exposures, namely Contact Gold's interest rate risk (as changes in the Company's credit spread change the economic value of the redemption), and the Company's foreign exchange rate risk exposure (as the foreign exchange rate, and the price of the Company's common shares and volatility thereof, impact the effective conversion price and number of Contact Shares issuable on conversion).  Accordingly, the Embedded Derivatives are valued together as one compound instrument.

As at December 31, 2019, the Pref Share Rights for which there is separate accounting from the host contract are as follows:

i.The "Conversion Option": Subject to the limitation that Waterton Nevada (and/or its affiliates) cannot own more than 49% of the issued and outstanding Contact Shares following conversion of the Contact Preferred Shares (the "Conversion Cap"), the Contact Preferred Shares are convertible at the holder's election, into Contact Shares at a conversion price of $1.35 per Contact Preferred Share (the "Conversion Price").  The number of Contact Shares to be issued on conversion is equal to the Redemption Amount at the conversion date, converted to Canadian dollars, and divided by the Conversion Price.  Accordingly, because the Face Value and Dividend amount are denominated in USD, and the Conversion Price is denominated in Canadian dollars, the preferred share conversion ratio is modified by changes in the USD-Canadian dollar exchange rate. This changes the number of Contact Shares that the Company would issue to the preferred shareholder(s) upon conversion.

ii.The "Early Redemption Option" (the "EROption"): Contact Gold has the option to redeem the Contact Preferred Shares at any time before the Maturity Date at the Redemption Amount, in USD.  Upon receipt of notification of redemption, and subject to the Conversion Cap, the holder can choose to exercise their conversion right for all or any portion of the Contact Preferred Shares.

iii.The "Change of Control Redemption Option" (the "COCROption"): If a Change of Control (generally including such events as a merger, amalgamation, reorganization or similar transaction that causes a change in control of Contact Gold, or the sale, lease, transfer or other disposition of all or substantially all of Contact Gold's assets), occurs on or prior to the fourth anniversary of the issuance of the Contact Preferred Shares (the "PShare Anniversary"), the holder of the Contact Preferred Shares has the option to require Contact Gold to redeem all or part of the Contact Preferred Shares for the "COC Redemption Amount", unless such change in control transaction is with Waterton Nevada. 

The COCROption is calculated as (a) 120% of the Redemption Amount, if there is a Change of Control on or prior to the second PShare Anniversary; or (b) 115% of the Redemption Amount, if there is a Change of Control after the second PShare Anniversary, but on or prior to, the fourth PShare Anniversary.  With the passing of the second PShare Anniversary, the inclusion of only the 115% of Redemption Amount calculation remains valid at year end.

The total estimated fair value of the Embedded Derivatives at issuance was USD 5,066,520 ($6,846,649).  This amount was recorded as part of the convertible redeemable preferred stock obligation on the consolidated balance sheets. In addition to certain observable inputs, the valuation technique used significant unobservable inputs such that the fair value measurement was classified as Level 3.  Significant inputs into the determination of fair value included (i) the Company's common share price, (ii) an indexed average historical volatility of 40.7% (48.5% at inception), (iii) rates from the USDCAD foreign exchange forward curve, and (iv) the USD risk-free rate curve and the CAD risk-free rate curve, at the date of inception, and again at period end.  The Company also determined probability weightings for the potential exercise and timing thereof of the (i) COCROption, and (ii) EROption, and included in such determination. 

At June 30, 2019, the Company reassessed its assumption as to the earliest date on which the EROption might be exercised.  This increased the total estimated fair value of the Embedded Derivatives by an incremental $177,989 over that which would have otherwise been determined on that date.  There were no subsequent reassessments through December 31, 2019. 

There is an inverse correlation of the fair value of the Embedded Derivative and the USD-denominated value of the Contact Shares on the TSXV. The impact of changes in estimates of the probability of the exercise of the COCROption and EROption are generally correlated, however, the calculation of such is also impacted by changes to the different risk-free rate curves, further impacting the fair value of the Embedded Derivative. 

There is significant complexity to the interplay and impact of these various inputs and the quantum resultant from these relationships which is further influenced by changes to management's assumptions as to the potential exercise and timing thereof of the COCROption and the EROption. Accordingly, there may be significant volatility to the fair value of the Embedded Derivative from period to period.

20

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

7.    REDEEMABLE PREFERRED STOCK (continued)

A summary of changes to the value of the Embedded Derivatives since issuance on June 7, 2017 is set out below:

June 7, 2017	$	6,846,649
Change in fair value		(5,799,607	)
December 31, 2017		1,047,042
Change in fair value		(461,261	)
December 31, 2018		585,781
Change in fair value		48,636
December 31, 2019	$	634,417

The amounts of these changes are reflected as the change in fair value of Embedded Derivatives on the consolidated statements of loss and comprehensive loss.

Other Pref Share Rights

In addition to the Embedded Derivatives, the Pref Share Rights include  certain additional rights, privileges, restrictions and conditions ("Other Terms") for which there is no accounting impact.  The Other Terms include a right of first offer, and a right of first refusal relating to proposed sale, lease or disposal of its interests in the originally acquired Contact Properties, as well as a requirement to obtain Waterton Nevada's prior written consent should the Company propose to dispose of all or substantially all of its assets.  Furthermore, in the event of a liquidation, dissolution or winding-up of Contact Gold or other distribution of the Company's assets among its shareholders for the purpose of winding up its affairs or any steps taken by Contact Gold in furtherance of any of the foregoing, the holders of Contact Preferred Shares shall be entitled to receive from the assets of the Contact Gold in priority to any distribution to the holders of Contact Shares or any other class of stock of Contact Gold, the Liquidation Value (as such term is defined in the articles of incorporation of Contact Gold) per Contact Preferred Share held by them respectively, but such holders of Contact Preferred Shares shall not be entitled to participate any further in the property of Contact Gold.

Costs incurred relating to the issuance of the Contact Preferred Shares are included in the total of Acquisition Costs as the Contact Preferred Shares were issued as partial consideration in exchange for the acquisition of Clover.

Based on the rate of foreign exchange at period end, the number of Contact Shares to be issued would be 10,679,022 if all of the outstanding Contact Preferred Shares had been converted into Contact Shares.  Diluted loss per share does not include the effect of such issuance (December 31, 2018: nil), as the Contact Preferred Shares are currently anti-dilutive.

8.SHARE CAPITAL AND CONTRIBUTED SURPLUS

  a) Authorized

The Company's authorized share capital consists of:

(i)up to 500,000,000 Contact Shares with a par value of US$0.001, voting and participating; and

(ii)up to 15,000,000 Class A non-voting Contact Preferred Shares (Note 7).

b)  Issued and outstanding common shares

Changes in issued common share capital during the year ended December 31, 2019:

(i)2019 Private Placement: On March 14, 2019, the Company closed a non-brokered private placement of 9,827,589 Contact Shares (the "2019 Private Placement") at a price of $0.29 per Contact Share (the "Initial Placement Price") for proceeds of $2,850,001. Each Contact Share was accompanied by one right (a "Private Placement Right") which, subject to the rules and limitations of the TSXV, was automatically convertible to a certain number of additional Contact Shares without payment of additional consideration, upon the earlier of:

(a)the closing of a public offering registered or qualified under the Unites States' Securities Act of 1933, as amended (the "Securities Act") (a "Qualified Offering");

(b)a Change of Control of Contact Gold; or

(c)one year following the closing date of the 2019 Private Placement ("Time Deadline").

(together, (a), (b), (c), the "Conversion Scenarios").

21

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

8.  SHARE CAPITAL AND CONTRIBUTED SURPLUS (continued)

b)  Issued and outstanding common shares (continued)

Changes in issued common share capital during the year ended December 31, 2019 (continued):

(i)2019 Private Placement (continued):

In each instance a participant in the 2019 Private Placement would receive that number of additional Contact Shares such that the average price per Contact Share issued in aggregate, was effectively discounted from the Initial Placement Price (the "Placement Price"), determined as follows:

(i)if the offering price of common stock sold in a Qualified Offering was greater than the Initial Placement Price, the number of additional Contact Shares would be that which provides a 5% discount to that Initial Placement Price; or

(ii)if the offering price of Contact Shares sold in a Qualified Offering was equal to or less than the Initial Placement Price, the number of additional Contact Shares would be that which provides a 10% discount to that Qualified Offering Price; or

(iii)in the event of a Change of Control, the number of additional Contact Shares would be that which provides a 5% discount to that Initial Placement Price; or

(iv)in the event of conversion at the Time Deadline, the number of additional Contact Shares would be that which provides the maximum allowable discount prescribed pursuant to the rules of the TSXV.

The Company accounted for the Private Placement Rights as a derivative instrument classified as a Level 3-type current financial liability carried at fair value through profit or loss, and furthermore, because the Private Placement Rights were not separable legally or practically from each other, they were treated as one instrument.

The initial recognition of the Private Placement Rights considered the total consideration received by the Company in the 2019 Private Placement. The Company used the residual method to allocate the value of proceeds received between the Private Placement Rights and the Contact Shares.  The Private Placement Rights were measured and recognized at their initial fair value, less directly attributable transaction costs, and the residual was allocated to those Contact Shares issued on initial closing

The total estimated fair value of the Private Placement Rights at issuance was $370,232, and the initial value of the Contact Shares recognized on the consolidated statement of equity was, accordingly $2,479,769. In determining the fair value of the Private Placement Rights, it was necessary for the Company to make certain judgments relating to the probability and timing of the occurrence of each of the Conversion Scenarios. It was also necessary for the Company to make certain assumptions to derive the effective interest rate used in calculating the Company's credit spread, as well as assumptions relating to share price volatility. 

The valuation was undertaken using certain observable and unobservable inputs in multiple Monte Carlo simulations. Significant inputs into the determination of fair value on the date of issuance included the following: (i) the price of the Contact Shares on the TSXV, (ii) the annualized historical volatility of the price of the Contact Shares on the TSXV (range: 85.8% - 92.3%), (iii) risk-free rates, and (iv) probability weightings for the likelihood and potential timing of each of the respective Conversion Scenarios determined by management, as well as expectations relating to the discount to be expected in a Qualified Offering.

The Company based its judgments and assumptions on parameters relevant to the initial closing date for the Private Placement on March 14, 2019. There is significant complexity to the interplay and impact of these various inputs and the quantum resultant from these relationships.  The nature of these judgments and assumptions, and the factors management considered in determining the resultant calculation, are inherently uncertain and subject to change from period to period.

A total of $40,923 in associated share issue costs were recognized in equity, of which $21,750 in finders' fees were net settled on closing of the 2019 Private Placement.  All securities offered pursuant to the 2019 Private Placement are restricted securities under Rule 144 under the Securities Act.

22

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

8. SHARE CAPITAL AND CONTRIBUTED SURPLUS (continued)

b)  Issued and outstanding common shares (continued)

Changes in issued common share capital during the year ended December 31, 2019 (continued):

(ii)Prospectus Offering:  On May 22, 2019, pursuant to a prospectus supplement (the "Prospectus Supplement") to a short-form base prospectus (the "Shelf Prospectus") filed with the securities regulatory authorities in each of the provinces and territories of Canada, except Québec (the "Commissions"), and an offering statement filed on Form 1-A, which includes an offering circular (the "Offering Statement"), pursuant to Regulation A under the Securities Act, filed with the United States Securities and Exchange Commission, the Company closed an offering of 20,000,000 Contact Shares at a price of $0.20 per Contact Share (the "Prospectus Offering").  Share issue costs of $1,327,412 associated with the Prospectus Offering, $313,220 of which had been recognized as deferred on the consolidated statement of financial position at December 31, 2018, were recorded to equity in the period.  Share issue costs also includes an amount of $530,723 in fees paid to the underwriters of the Prospectus Offering, including certain expenditures incurred by the underwriters that were net settled on closing of the Prospectus Offering. 

(iii)Conversion of Private Placement Rights: Pursuant to having closed the Prospectus Offering at an issue price lower than the Placement Price, the 2019 Private Placement "Qualified Offering" criterion was met, and on May 22, 2019 an additional 2,047,398 Contact Shares were issued on conversion of the Private Placement Rights. 

An additional $6,004 in share issue costs associated with the conversion of the Private Placement Rights were consequently recognized in equity.  All securities offered pursuant to the conversion of the Private Placement Rights are restricted securities under Rule 144 under the Securities Act.

A summary of changes to the value of the Private Placement Rights is set out below:

Fair value as at March 14, 2019	$	370,232
Change in fair value		39,248
Fair value as at May 22, 2019	$	409,480

Upon conversion of the Private Placement Rights and issuance of the additional Contact Shares, $409,480 was recognized to equity, with an adjustment to the statement of loss and comprehensive loss for the $39,248 change in fair value.

(iv)Green Springs Option: Pursuant to acquiring the Green Springs Option, the Company issued 2,000,000 Contact Shares on July 23, 2019 to Ely Gold (Note 5(c)).

Changes in issued common share capital during the year ended December 31, 2018:

(i)East Bailey Acquisition: On February 5, 2018, the Company issued 250,000 Contact Shares with a value of $112,500 as partial consideration for the acquisition of the East Bailey property, now part of the Pony Creek property (Note 5(a)).

c)  Escrowed Contact Shares and other restrictions and obligations

As at December 31, 2019, 3,511,538 (December 31, 2018: 10,534,611) of the Contact Shares were held in escrow and restricted from trading until June 14, 2020, pursuant to the rules of the TSXV.

In addition to having a right to receive regular updates of technical information about Contact Gold, one shareholder was provided a right to maintain its pro rata ownership percentage of Contact Gold during future financings.

d)  Equity remuneration

Pursuant to the "Contact Gold Omnibus Stock and Incentive Plan" (the "Incentive Plan"), the "Contact Gold Restricted Share Unit Plan", and the "Contact Gold Deferred Share Unit Plan", the Company has established equity remuneration plans, that contemplate the award of Options, Restricted Shares, DSUs, and RSUs, all in compliance with the TSXV's policy for granting such awards. 

23

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

Share-based compensation expense for the year ended December 31, 2019, includes an allocation of $33,333 relating to previously awarded Restricted Shares, was $817,792 (December 31, 2018: $1,202,235; and December 31, 2017: $569,514).  An additional amount of stock-based compensation expense of $152,962 was recognized in exploration and evaluation expenditures for the year ended December 31, 2019 (December 31, 2018: $177,653; and December 31, 2017: $80,770) (Note 5).  An expense of $80,000 was charged to wages and salaries relating to the award of DSUs during the year ended December 31, 2019 (December 31, 2018: $nil; and December 31,  2017: $nil).

8.    SHARE CAPITAL AND CONTRIBUTED SURPLUS (continued)

d)    Equity remuneration (continued)

        i) Options

Under the Incentive Plan, the maximum number of Contact Shares reserved for issuance may not exceed 10,026,899 Contact Shares together with any other security-based compensation arrangements, and further subject to certain maximums to individual optionees on a yearly basis. The exercise price of each Option shall not be less than the market price of the Contact Shares at the date of grant.  All Options granted have a five-year expiry from the date of grant. Vesting of Options is determined by the Board at the time of grant. As at December 31, 2019, 1,691,666 Options have vested (December 31, 2018: 1,166,583).

Subject to discretion of the Board and normal course regulatory approvals, Contact Shares are issued from treasury in settlement of Options exercised; otherwise the value of such Contact Shares may be payable in cash

A summary of the changes in Options is presented below:

	Number of Options		Weighted Average Exercise Price $
Outstanding as at December 31, 2016	-		-
Granted	3,583,000		0.97
Outstanding as at December 31, 2017	3,583,000		0.97
Granted	4,615,000		0.39
Outstanding as at December 31, 2018	8,198,000		0.64
Granted	1,670,000		0.275
Forfeited or cancelled	(3,473,000	)	0.96
Outstanding as at December 31, 2019	6,395,000		0.37

On March 15, 2019, 80,000 Options originally awarded on April 17, 2018 to a consultant to the Company were forfeited further to the termination of the related services agreement, with the reversal of $10,067 previously expensed.

On July 15, 2019, 10,000 Options originally awarded on March 27, 2018 to a contractor to the Company were forfeited further to the termination of the related services agreement, with the reversal of $1,520 previously expensed.

On September 23, 2019, 150,000 Options originally awarded on April 17, 2018 to a consultant to the Company were forfeited further to the termination of the related services agreement, with the reversal of $25,248 previously expensed.

On July 8, 2019, the Company and certain officers and directors of the Company agreed to cancel an aggregate of 3,233,000 Options originally awarded on June 13, 2017.  An associated amount of $215,499 was recognized as an expense.

For the purposes of estimating the fair value of Options using Black-Scholes, certain assumptions are made such as expected dividend yield, volatility of the market price of the Company's common shares, risk-free interest rates and expected average life of the Options. Contact Gold bases its expectation of volatility on the volatility of similar publicly-listed companies, as the expected life of the Company's Options exceeds the Company's trading history.

The weighted average fair value of Options granted during the year ended December 31, 2019, determined using Black-Scholes was $0.15 (weighted average fair value to date: $0.37) per Option.  The remaining average contractual life of Options outstanding is 3.49 years. 

For the purposes of estimating the fair value of Options awarded in 2019, using the Black-Scholes model, certain assumptions are made such as the expected dividend yield (0%), risk-free interest rates (range between 1.15% and 2.14%), and expected average life of the options (5 years). As the expected life of Contact Gold's Options exceeded the length of time over which the Contact Shares have traded, average rates of volatility of 64%-71% were used, reflecting those of a group of similar publicly-listed companies in determining an expectation of volatility of the market price of the Company's shares. A 0% forfeiture rate was applied to the Option expense.

24

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

8.    SHARE CAPITAL AND CONTRIBUTED SURPLUS (continued)

d)    Equity remuneration (continued)

        i) Stock options (continued)

The Company has awarded Options to directors, officers and other personnel as follows:

Grant Date	Number of Options	Exercise Price	Vesting
September 11, 2017	150,000	$  0.75	vesting in thirds over a period of three years
November 24, 2017	200,000	$  0.58	vesting in thirds over a period of three years
March 27, 2018	3,975,000	$  0.39	vesting in thirds over a period of three years
April 17, 2018	250,000	$ 0.415	vesting in thirds over a period of three years
May 28, 2018	150,000	$ 0.295	vesting in thirds over a period of three years
April 3, 2019	1,670,000	$ 0.275	vesting in thirds over a period of three years

As at December 31, 2019, 1,691,666 Options have vested (December 31, 2018: 1,166,583).

        ii) Deferred Share Units

DSUs granted under the Contact Gold Deferred Share Unit Plan to Directors of the Company, have no expiration date and are redeemable upon termination of service.  Transactions relating to DSUs are summarised below:

Outstanding as at December 31, 2018	-
Granted	402,263
Exercised	-
Outstanding as at December 31, 2019	402,263

During the year ended December 31, 2019, an amount of $80,000 was recognized to the value of share capital relating to the award of these DSUs (December 31, 2018: $nil).

iii) Restricted Shares

Restricted Shares granted under the Incentive Plan to an officer of the Company vest in thirds at the end of each year from the date of grant.  The Restricted Shares were deemed to have a fair value of $1.00 per Restricted Share on the date of grant, with reference to the price at which the Company issued the Contact Shares pursuant to the Subscription Receipt financing.

Transactions relating to Restricted Shares are summarised below:

	Number of Restricted Shares
Balance at January 1, 2017	-
Granted	100,000
Outstanding at December 31, 2017	100,000
Granted	-
Vested	33,333
Outstanding at December 31, 2018	66,667
Granted	-
Vested	33,333
Outstanding at December 31, 2019	33,334

The Restricted Shares are issued from treasury with vesting conditions, as determined by the Board, on grant date. The fair value of the Restricted Shares is charged to contributed surplus and is expensed to the consolidated statements of loss (gain) and comprehensive loss over the vesting period.  An amount of $33,333 was charged to the consolidated statement of loss and comprehensive loss as a component of exploration and evaluation during the year ended December 31, 2019 (2018: $34,722; and 2017: $nil).  There has been no impact to cash flows from the Restricted Shares.

25

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

8.    SHARE CAPITAL AND CONTRIBUTED SURPLUS (continued)

e) Gain or loss per share

The calculation of basic and diluted gain or loss per Contact Share for year ended December 31, 2019 was based on the loss attributable to common shareholders of $9,374,126 (December 31, 2018: 11,855,092; and December 31, 2017: 774,327), adjusted for the value of the Contact Preferred Share dividends payable for the year ended December 31, 2019 of $995,928 (2018: $1,187,489; and 2017: $592,287), and a weighted average number of common shares outstanding of 72,811,303 (2018: 50,572,328; and 2017: 32,278,496), including the Restricted Shares in each respective period.

Diluted gain or loss per share did not include the effect of 6,395,000 Options (December 31, 2018: 8,198,000) as they are anti-dilutive.

9.TAX

The effective income tax rate differs from the statutory rate for the following reasons in the years ended December 31, 2019, 2018, and 2017:

		Year ended December 31, 2019			Year ended December 31, 2018			Year ended December 31, 2017
Loss before taxes	$	(9,374,126	)	$	(11,855,092	)	$	(774,327	)
Statutory Tax Rate		21.00%			21.00%			35.00%
Expected tax recovery		(1,968,566	)		(2,489,570	)		(271,014	)
Permanent differences		498,761			770,056			(1,784,056	)
Changes in tax rates		-			-			763,252
Difference in tax rates between Canada and US		(275	)		(198	)		42,433
Expired tax attributes		-			-			62,095
Other		(42,980	)		91,473			-
Valuation allowance		1,443,988			1,628,238			1,187,290
Income tax expense (recovery)	$	(69,072	)	$	-		$	-

On June 7, 2017, Contact Gold Corp. migrated from Canada to the US. The applicable statutory rate for 2019 is the United States federal rate of 21% (2018 - 21% and 2017- 35%). The applicable statutory rate for 2017 was the Canadian rate of 26%.  The Company may also be subject to NNPT, currently calculated at a rate of 5% once a mineral property asset reaches production.

Effective January 1, 2018, the Canadian statutory tax rate increased to 27% due to a British Columbia legislative change.

The U.S. Tax Cuts and Jobs Act (the "Act") was enacted on December 22, 2017. The new legislation made significant changes to the U.S. federal income tax laws including, among other changes, a federal corporate tax rate reduction from 35% to 21% for tax years beginning after December 31, 2017, repeal of the corporate Alternative Minimum Tax system, 80% limitation on non-operating losses arising after December 31, 2017, and immediate expensing of certain types of business assets placed in service after September 27, 2017.  Since the Company has a December 31 fiscal year end, the US federal statutory rate decreased to 21% for the US entity during the 2018 fiscal year and 21% thereafter.

26

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

9.    TAX (continued)

a)The Company recognizes tax benefits on losses or other deductible amounts generated in jurisdictions where the probable criteria for the recognition of deferred tax assets has been met.

NNPT arises on production, generating a deduction at such time for federal income tax purposes.  Deferred tax assets (liabilities) have been recognized with respect to the NNPT as follows:

		at December 31, 2019			at December 31, 2018
Contact Gold Properties	$	(1,918,202	)	$	(2,067,366	)
Other		-			-
Net deferred tax liabilities	$	(1,918,202	)	$	(2,067,366	)

Deferred tax assets (liabilities) have not been recognized with respect to the following:

		at December 31, 2019		at December 31, 2018
Contact Gold Properties	$	1,413,422	$	1,170,674
Tax losses		2,323,693		1,591,339
Other		649,229		452,953
DTA	$	4,386,344	$	3,214,966

Because the Company has recognized a full valuation allowance on net deferred tax assets arising on federal income tax, the Act has minimal impact on the Company's provision for income taxes.

b)As at December 31, 2019, the Company has Canadian non-capital tax loss carryforwards of approximately $162,308 (December 31, 2018: $274,493), and US non-capital tax loss carryforwards of approximately $11,404,737 (USD 8,780,980) (December 31, 2018: $7,224,885 (USD 5,296,060)).

The Company's unrecognized Canadian non-capital losses have the following expiry dates:

2037	$  162,308
	$  162,308

A change in control may have occurred on June 7, 2017, the date on which the Transactions closed, which resulted in an acquisition of control of Carlin under of the Income Tax Act in Canada. Therefore, the Company's ability to use its losses in Canada may be limited.

The Company's unrecognized US non-capital losses have the following expiry dates, relating to non-capital losses incurred prior to 2018:

2037	$  1,872,483 (USD 1,441,702)
	$  1,872,483 (USD 1,441,702)

The US non-capital losses incurred in 2018 onwards can be carried forward indefinitely, but the use of these losses is limited to 80% of taxable income.

27

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

10.RELATED PARTIES

Contact Gold's related parties include (i) its subsidiaries; and (ii) Waterton Nevada as a reflection of its approximate 37% ownership interest in the Company at December 31, 2019, its preferred shareholding and the right Waterton Nevada holds to put forward two nominees to the Board. 

Waterton Nevada holds a right of first offer, a right of first refusal, and other rights over the Contact Properties then acquired.

During the year ended December 31, 2019, in satisfaction of an obligation under the Securities Exchange Agreement, the Company provided notice to Waterton Nevada of its intent to abandon certain mineral property claims, including those that comprise Dry Hills and Rock Horse; in response, Waterton Nevada notified the Company of its intent to exercise its right to take assignment of the claims for nominal value. 

Pursuant to the GC&SR Disposal, the Company sold the Golden Cloud and Santa Renia mineral properties to Waterton Nevada in exchange for cash consideration in the amount of $560,951 during the year ended December 31, 2018 (Note 5(e)).  Total cash consideration received of $639,959 included an amount of $79,008 as reimbursement of Claims Maintenance fees.

Options have previously been granted, and director fees were paid and payable to Mr. Charlie Davies, one of Waterton Nevada's Board nominees. Mr. Davies is an employee of an affiliate of Waterton Nevada.

Waterton Nevada also purchased 3,603,020 Contact Shares in the Private Placement (Note 8(b)(i)), and 8,448,000 Contact Shares in the Prospectus Offering (Note 8(b)(ii)).  An additional 750,629 Contact Shares were issued to Waterton Nevada pursuant to the conversion of the Private Placement Rights on May 22, 2019 (Note 8(b)(iii)). 

An amount of $60,000 (2018: $60,000; and 2017: $34,000) was invoiced by Cairn Merchant Partners LP ("Cairn"), an entity in which Andrew Farncomb, a director and officer of the Company is a principal for employee service; $60,000 is payable at December 31, 2019 (December 31, 2018: $45,000 and 2017: $13,003).  Accordingly, Cairn is a related party.  Mr. Farncomb's base salary is paid in part directly, and in part to Cairn in consideration of general management and administrative services rendered through Cairn.

11.SEGMENT INFORMATION

Reportable segments are those operations whose operating results are reviewed by the chief operating decision maker, being the individual at Contact Gold making decisions about resources to be allocated to a particular segment, and assessing performance provided those operations pass certain quantitative thresholds.

The Company undertakes administrative activities in Canada, and is engaged in the acquisition, exploration, and evaluation of certain mineral property interests in the State of Nevada, USA.  Accordingly, the Company's operations are in one commercial and two geographic segments.  The Contact Properties (Note 5) are held by the Company in Nevada.  The remaining assets, including cash and cash equivalents, prepaids and receivables reside in both of the Company's two geographic locations.

The Company is not exposed to significant operating risks as a consequence of the concentration of its assets in the United States. The Company is in the exploration stage and accordingly, has no reportable segment revenues.

Net loss is distributed by geographic segment per the table below:

		Year ended December 31, 2019		Year ended December 31, 2018		Year ended December 31, 2017
Canada	$	4,869,987	$	5,246,902	$	(3,519,354	)
United States		4,504,139		6,608,190		4,293,681
	$	9,374,126	$	11,855,092	$	774,327

Significant non-cash items, including accretion expense on the Contact Preferred Shares of $2,218,595 for the year ended December 31, 2019 (2018: $1,842,900 and 2017: $899,655) is reflected in the net loss attributable to Canada.  The net loss attributable to Canada for the year ended December 31, 2019 also includes a non-cash loss on the Embedded Derivatives of $48,635 (2018: gain of $461,261;  and 2017: gain of $5,799,607), and a non-cash foreign exchange gain of $608,050 (December 31, 2018: loss of  $542,343; and December 31, 2017: gain of $618,788).

28

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

12.SUPPLEMENTAL CASH FLOW INFORMATION

Non-cash financing and investing transactions:		Year ended December 31, 2019		Year ended December 31, 2018		Year ended December 31, 2017
Non-cash financing and investing transactions, issuance of:
Common Shares pursuant to Clover Acquisition	$	-	$	-	$	18,550,000
Contact Shares pursuant to acquisition of mineral properties		400,000		112,500		84,375
Contact Preferred Shares		-		-		14,987,020
	$	400,000	$	112,500	$	33,621,395

13.QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

2019		First		Second			Third		Fourth		Year
Revenues for the period	$	-	$	-		$	-	$	-	$	-
Net loss for the period		1,777,295		3,664,724			2,159,347		1,772,760		9,374,126
Less: Dividends payable		237,908		229,954			304,678		223,388		995,928
Weighted average number of Shares outstanding		52,453,308		69,873,460			83,971,973		84,471,973		72,811,303
Net loss per share for the period		0.04		0.06			0.03		0.02		0.14
2018		First		Second			Third		Fourth		Year
Revenues for the period	$	-	$	-		$	-	$	-	$	-
Net loss for the period		1,248,596		2,844,511			3,180,414		4,581,571		11,855,092
Less: Dividends payable		281,158		291,869			251,897		362,565		1,187,489
Weighted average number of Shares outstanding		50,446,986		50,596,986			50,596,986		50,596,986		50,572,328
Net loss per share for the period		0.03		0.06			0.07		0.10		0.26
2017		First		Second			Third		Fourth		Year
Revenues for the period	$	-	$	-		$	-	$	-	$	-
Net loss (gain) for the period		119,023		(1,688,626	)		164,502		2,179,428		774,327
Less: Dividends payable		-		68,076			259,267		264,944		592,287
Weighted average number of Shares outstanding		10,315,000		33,545,000			47,514,049		50.346.986		32,278,496
Net loss (gain) per share for the period		0.01		(0.05	)		0.01		0.05		0.04

14.MANAGEMENT OF CAPITAL AND FINANCIAL RISKS

The Company currently does not produce any revenue and has relied on existing balances of cash and cash equivalents, and capital financing to fund its operations. The Company's current capital consists of equity funding raised through issuances of common shares, preferred shares and a deficit incurred through operations. 

The Company relies upon management to manage capital in order to safeguard the Company's ability to continue as a going concern, to pursue the exploration and development of unproven mineral properties, and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. The Company manages its capital structure in order to meet short term business requirements, after taking into account cash flows from operations, expected capital expenditures and Contact Gold's holdings of cash; and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To facilitate this, management prepares annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions.  On an ongoing basis, management evaluates and adjusts its planned level of activities, including planned exploration, development, permitting activities, and committed administrative costs, to ensure that adequate levels of working capital are maintained. The Company believes that this approach is reasonable given its relative size and stage.

There are no known restrictions on the ability of our affiliates to transfer or return funds amongst the group, nor are there any externally imposed capital requirements.

29

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

14.  MANAGEMENT OF CAPITAL AND FINANCIAL RISKS (continued)

There were no changes in the Company's approach to capital management during the year ended December 31, 2019.

Financial Risk Management

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Company's financial instruments consist of cash and cash equivalents, receivables, payables and accrued liabilities, the Cobb Creek obligation, and the Contact Preferred Shares and related Embedded Derivatives.  It is management's opinion that with the exception of the Contact Preferred Shares and the Embedded Derivatives: (i) the Company is not exposed to significant interest, currency or credit risks arising from its financial instruments, and (ii) the fair values of these financial instruments approximate their carrying values unless otherwise noted in these Consolidated Financial Statements.

Contact Preferred Shares and the Embedded Derivatives are both considered to be Level 3 type financial liabilities, with each determined by observable data points, in particular the Company's share price, the rate of CAD/USD foreign and the Company's credit spread, with reference to current interest rates and yield curves (Note 8).

As the Company is currently in the exploration phase, with exception of the Contact Preferred Shares and Cobb Creek obligation, none of its financial instruments are exposed to commodity price risk; however, the Company's ability to obtain long-term financing and its economic viability may be affected by commodity price volatility.

The type of risk exposure and the way in which such exposure is managed is provided as follows:

Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset.

The Company's financial liabilities of payables and accrued liabilities are generally payable within a 90-day period. Although non-current, the Company has exposure to significant obligations relating to the terms and various covenants in and to the Contact Preferred Shares.

The Company has not generated significant revenues or cash flows from operations since inception and does not expect to do so for the foreseeable future.  Accordingly, Contact Gold is dependent on external financing, including the proceeds of future equity issuances or debt financing, to fund its activities.  Significant disruptions to capital market conditions should be expected to increase the risk that the Company can not finance its business.

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Contact Gold's credit risk is primarily attributable to its liquid financial assets. The Company limits exposure to credit risk and liquid financial assets through maintaining its cash with high credit quality banking institutions in Canada and the USA. The Company mitigates credit risk on these financial instruments by adhering to its investment policy that outlines credit risk parameters and concentration limits.  The balance of receivables due and  (in comparative periods) the Bonding Deposit, are with the Canadian and United States government, respectively. As at December 31, 2019, the balance of cash and cash equivalents held on deposit was $844,169 (December 31, 2018: 545,164). 

The Company has not experienced any losses in such amounts and believes the exposure to significant risks on its cash and cash equivalents in bank accounts is relatively limited.

Interest Rate Risk

Contact Gold is subject to interest rate risk with respect to its investments in cash. The Company's current policy is to invest cash at floating rates of interest, and cash reserves are to be maintained in cash and cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders. Fluctuations in interest rates when cash and cash equivalents mature impact interest income earned.

Fair Value Estimation

Except for the values of the Contact Preferred Shares (Note 7), and other non-current liabilities (Note 5(d)), the carrying value of the Company's financial assets and liabilities approximates their estimated fair value due to their short-term nature.

30

CONTACT GOLD CORP.
Notes to the Consolidated Financial Statements
for the years ended December 31, 2019, 2018 and 2017
(Expressed in Canadian dollars, unless otherwise noted)

14.  MANAGEMENT OF CAPITAL AND FINANCIAL RISKS (continued)

Market Risk - Foreign Exchange

The significant market risk to which the Company is exposed is foreign exchange risk. The results of the Company's operations are exposed to currency fluctuations. To date, the Company has raised funds entirely in Canadian dollars. The majority of the Company's exploration property expenditures will be incurred in United States dollars. The fluctuation of the Canadian dollar relation to the USD will consequently have an impact upon the financial results of the Company.

A 1% increase or decrease in the exchange rate of the US dollar against the Canadian dollar would result in a $1,053 increase or decrease respectively, in the Company's cash balance at December 31, 2019. The Company has not entered into any derivative contracts to manage foreign exchange risk at this time.

15.SUBSEQUENT EVENTS

a)Stock-based compensation

i.Award of DSUs

The Company awarded 216,216 DSUs to certain directors on January 15, 2020 with an aggregate fair value of $40,000.  DSUs granted under the Contact Gold Deferred Share Unit Plan, have no expiration date and are redeemable upon termination of service.

ii.Award of RSUs

The Company awarded 239,220 RSUs to certain employees and officers of the Company on January 16, 2020.  The RSUs vest in third over a period of three years. The RSUs have an aggregate fair value of $44,254, and each has an expiry date of December 31, 2023.

iii.Award of Options

On January 16, 2020, the Company granted 2,125,000 Options, to directors, offices and other Company personnel. The Options have an exercise price of C$0.19. Options vest in thirds over three years and expire after 5 years.

b)Receipt of Cobb Creek reimbursement

The Company received payment of the reimbursement amount due from Fremont on January 22, 2020.

c)Financing

On March 27, 2020, the Company announced a non-brokered private placement of up to $750,000 (the "2020 Private Placement").  Under the Private Placement, up to 7,500,000 units of Company ("Units") are issuable at a price of C$0.10 per Unit. Each Unit consists of one Contact Share and one Contact Share purchase warrant ("Private Placement Warrant"). Each Private Placement Warrant entitles the holder to acquire one Contact Share at an exercise price of $0.15 for a period of 2 years (the "Expiry Date").

In the event that at any time between four months and one day following the closing date and the Expiry Date, the Contact Shares trade on the TSXV at a closing price which is equal to or greater than $0.30 for a period of ten consecutive trading days, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof and in such case the Warrants will expire on the 30th day after the date such notice is provided.

Closing of the 2020 Private Placement is anticipated to occur in April 2020, although there can be no assurance that it will be completed as proposed, or at all.

31

Contact Gold Corp.
An exploration stage company

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
As at and for the three and six months ended June 30, 2020

(Expressed in Canadian dollars)

Contact Gold Corp.
Condensed Interim Consolidated Balance Sheets
(Expressed in Canadian dollars, unless otherwise noted - unaudited)

As at	Note	June 30, 2020		December 31, 2019
		$		$
Assets
Current assets
Cash and cash equivalents		611,467		844,169
Prepaids	3	184,732		301,879
Receivables		11,839		92,695
Deferred share issue costs	7(b)	25,000		-
Total current assets		833,038		1,238,743
Non-current assets
Bonding deposit	4(d)	82,500		56,250
Fixed assets		10,632		16,212
Exploration properties and deferred acquisition costs	4	40,254,449		38,364,013
Total non-current assets		40,347,581		38,436,475
Total assets		41,180,619		39,675,218
Liabilities and shareholders' equity
Current liabilities
Payables and accrued liabilities	5	532,908		469,058
Other current liabilities	4(d)	38,192		33,376
Total current liabilities		571,100		501,434
Non-current liabilities
Redeemable preferred stock	6	14,705,352		13,246,524
Other non-current liabilities	4(d)	59,071		51,622
Deferred tax liability		2,012,722		1,918,202
Total non-current liabilities		16,777,145		15,216,348
Total liabilities		17,348,245		15,717,782
Shareholders' Equity
Share capital	7	45,760,016		44,562,187
Contributed surplus	7	3,259,777		3,012,870
Accumulated other comprehensive income (loss)		426,078		(1,398,180	)
Accumulated deficit		(25,613,497	)	(22,219,441	)
Total shareholders' equity		23,832,374		23,957,436
Total liabilities and shareholders' equity		41,180,619		39,675,218
Going concern	1, 2(b)
Subsequent events	12

A-1

Contact Gold Corp.
Interim Consolidated Statements of Loss (Gain) and Comprehensive Loss

(Expressed in Canadian dollars, unless otherwise noted - unaudited)

	Note	Three months ended June 30, 2020		Three months ended June 30, 2019		Six months ended June 30, 2020		Six months ended June 30, 2019
		$		$		$		$
Operating expenses:
Exploration and evaluation expenditures	4	333,299		1,059,106		673,491		1,657,447
Write-down of exploration properties	4(e)	-		1,381,434		-		1,381,434
Accretion of redeemable preferred stock obligation	6	651,536		534,960		1,273,541		1,044,073
Wages and salaries		337,711		243,856		652,337		783,354
Stock-based compensation	7(d)	43,544		207,555		153,049		457,344
Professional, legal & advisory fees		111,758		138,926		226,441		196,789
Investor relations, promotion and advertising		37,931		55,159		83,937		86,249
Administrative, office, and general		75,790		118,006		141,240		233,072
Loss (gain) on change in value of embedded derivatives	6	(342,756	)	202,511		(449,026	)	96,288
Loss on change in value of private placement rights	7(b)	-		35,433		-		39,248
Accretion of Cobb Creek obligation	4(d)	4,192		4,992		8,091		9,692
Interest and other income		-		(6,735	)	(100	)	(11,810	)
Foreign exchange loss (gain)		(560,956	)	(241,407	)	631,055		(462,089	)
Loss (gain) before income taxes		692,049		3,733,796		3,394,056		5,511,091
Income tax (recovery)		-		(69,072	)	-		(69,072	)
Loss (gain) for the period		692,049		3,664,724		3,394,056		5,442,019
Other comprehensive loss (gain)
Net fair value loss (gain) on financial assets	4(d)	(30,000	)	-		(26,250	)	-
Exchange differences on translation of foreign operations		1,572,766		817,443		(1,798,008	)	1,635,422
Comprehensive loss for the period		2,234,815		4,482,167		1,569,798		7,077,441
Loss per Contact Share	7(e)
Basic and diluted loss (gain) per share		0.01		0.06		0.05		0.10
Weighted average number of Contact Shares                        (basic and diluted)		89,829,116		69,873,460		87,150,544		61,211,506

A-2

Contact Gold Corp.
Interim Consolidated Statements of Shareholders' Equity
(Expressed in Canadian dollars, unless otherwise noted - unaudited)

	Common Shares			Contributed surplus	Accumulated other comprehensive (loss) income		Accumulated deficit		Total shareholders' equity (deficit)
	(Notes 4, 7, and 12)			(Notes 7(d)
	#	$					$		$
Balance as at January 1, 2019	50,596,986	38,625,765		1,995,449	499,651		(12,845,315	)	28,275,550
2019 Private Placement	9,827,589	2,850,001		-	-		-		2,850,001
2019 Prospectus Offering	20,000,000	4,000,000		-	-		-		4,000,000
Conversion of Private Placement Rights	2,047,398	39,248		-	-		-		39,248
Stock-based compensation	-	-		501,894	-		-		501,894
Restricted Shares	-	33,333		-	-		-		33,333
Share issue costs	-	(1,374,338	)	-	-		-		(1,374,338	)
Cumulative translation adjustment	-	-		-	(1,635,422	)	-		(1,635,422	)
Net loss for the period	-	-		-	-		(5,442,019	)	(5,442,019	)
Balance as at June 30, 2019	82,471,973	44,174,009		2,497,343	(1,135,771	)	(18,287,334	)	27,248,247
Balance as at January 1, 2020	84,471,973	44,562,187		3,012,870	(1,398,180	)	(22,219,441	)	23,957,436
2020 Private Placement	12,500,000	1,250,000		-	-		-		1,250,000
Stock-based compensation	-	-		246,907	-		-		246,907
Restricted Shares	-	31,945		-	-		-		31,945
Share issue costs	-	(84,116	)	-	-		-		(84,116	)
Cumulative translation adjustment	-	-		-	1,824,258		-		1,824,258
Net loss for the period	-	-		-	-		(3,394,056	)	(3,394,056	)
Balance as at June 30, 2020	96,971,973	45,760,016		3,259,777	426,078		(25,613,497	)	23,832,374

A-3

Contact Gold Corp.
Consolidated Statements of Cash Flows
(Expressed in Canadian dollars, unless otherwise noted - unaudited)

	Notes	Six months ended June 30, 2020		Six months ended June 30, 2019
		$		$
Cash flows from operating activities
Net loss (gain) for the period		(3,394,056	)	(5,442,019	)
Adjusted for:
Movements in working capital:
Receivables		80,856		(16,404	)
Prepaids		117,147		327,731
Payables and accrued liabilities		64,850		37,750
Gains and losses relating to change in fair value of embedded derivatives	6	(449,026	)	96,288
Change in fair value of Private Placement Rights	7(b)	-		39,248
Accretion of Contact Preferred Shares	6	1,273,541		1,044,073
Foreign exchange relating to Contact Preferred Shares	6	634,314		(465,621	)
Stock-based compensation	7(d)	278,852		535,227
Write-down of exploration property interests	4(e)	-		1,381,434
Tax recovery on write-down of exploration properties	4(e)	-		(69,072	)
Accretion of Cobb Creek obligation	4(d)	8,091		9,692
Amortization	4	5580		6,243
Foreign exchange impact on Cobb Creek obligation		12,265		5,032
Foreign exchange impact on translation of cash balances during the period		(3,259	)	(1,500	)
Interest income on cash and cash equivalents		100		200
Other income		-		(11,610	)
Net cash used in operating activities		(1,370,745	)	(2,523,308	)
Cash flows from investing activities
Purchase of equipment		-		-
Transaction costs relating to acquisition of East Bailey		-		-
Net cash used in investing activities		-		-
Cash flows from financing activities
Cash received from Private Placement, net		1,250,000		2,828,236
Share issue costs, paid on Private Placement		(84,116	)	(25,162	)
Change in working capital attributable to share issue cost		(25,000	)	-
Cash received from Public Offering, net		-		3,469,277
Share issue costs, paid on Public Offering		-		(575,691	)
Net cash generated from financing activities		1,140,884		5,696,660
Effect of foreign exchange on cash		(2,841	)	(25,857	)
Net increase (decrease) in cash		(232,702	)	3,147,495
Cash and cash equivalents, beginning of period		844,169		545,164
Cash and cash equivalents, end of the period		611,467		3,692,659
Supplemental cash flow information	10

A-4

CONTACT GOLD CORP.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months ended June 30, 2020 and 2019
(Expressed in Canadian dollars, unless otherwise noted—unaudited)

1.NATURE OF OPERATIONS

Contact Gold Corp. (the "Company", or "Contact Gold"), was incorporated under the Business Corporations Act (Yukon) on May 26, 2000 and was continued under the Business Corporations Act (British Columbia) on June 14, 2006.  Contact Gold was further continued under the laws of the State of Nevada on June 7, 2017.

The Company is engaged in the acquisition, exploration and development of exploration properties in Nevada. The Company is domiciled in Canada and maintains a head office at 1050-400 Burrard St., Vancouver, BC, Canada.

The Company began trading on the TSX Venture Exchange ("TSXV") under the symbol "C" on June 15, 2017.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Please see Note 2 - Summary of Significant Accounting Policies contained in the audited financial statements of the Company as at and for the year ended December 31, 2019 (the "AFS").

a.Unaudited interim financial data

The accompanying unaudited interim consolidated balance sheets, statements of loss (gain) and comprehensive loss, cash flows, and shareholders' equity as at, and for each of the six months ended June 30, 2020, and 2019, and the related interim information contained within the notes (the "Interim Financial Statements") have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and the rules and regulations of the United States Securities and Exchange Commission (the "SEC") for interim financial information.  Accordingly, they do not include all of the information and the notes required by U.S. GAAP for complete financial statements and should be read in conjunction with the AFS.

In the opinion of management, the Interim Financial Statements reflect all normal and recurring adjustments necessary for the fair statement of the Company's financial position as at June 30, 2020 and 2019 and results of its operations and cash flows for each of the six month periods ended June 30, 2020, and 2019. The results for six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2020 or for any other future annual or interim period.

The Board of Directors of the Company (the "Board") authorized the Interim Financial Statements on August 25, 2020.

b.Going Concern

The Interim Financial Statements have been prepared on a going concern basis that contemplates the realization of assets and discharge of liabilities at their carrying values in the normal course of business for the foreseeable future; and do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.

Contact Gold recorded a loss of $3.39 million and a comprehensive loss of $1.57 million for the six months ended June 30, 2020.  As at June 30, 2020, Contact Gold has an accumulated deficit of $25.61 million, and working capital deficit of $0.26 million. The Company has not generated significant revenues or cash flows from operations since inception and does not expect to do so for the foreseeable future.  Contact Gold's continuation as a going concern depends on its ability to successfully raise financing.  Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms acceptable to the Company; and therefore giving rise to a material uncertainty, which may cast substantial doubt as to whether Contact Gold's cash resources and working capital will be sufficient to enable the Company to continue as a going concern for the 12-month period after the date that these Interim Financial Statements are issued.

Consequently, management continues to pursue various financing alternatives, including the 2020 Private Placement (Note 7(b(ii))) and the 2020 Public Offering (Note 12(a)), to fund operations and advance its business plan.  To facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions.  The Company may determine to reduce the level of activity and expenditures, or divest of certain mineral property assets, to preserve working capital and alleviate any going concern risk.

A-5

CONTACT GOLD CORP.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months ended June 30, 2020 and 2019
(Expressed in Canadian dollars, unless otherwise noted—unaudited)

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

c.Basis of consolidation

The Interim Financial Statements have been prepared on a historical cost basis, except for derivative financial instruments which have been measured at fair value, and are presented in Canadian dollars ("CAD"), except where otherwise indicated.  Amounts in United States dollars are presented as "USD"

On June 7, 2017, the Company completed a series of transactions including, (i) a share consolidation, (ii) a reverse-acquisition ("RTO") transaction wi9h Carlin Opportunities ("Carlin"), and (iii) the acquisition of a 100% interest in Clover Nevada II LLC ("Clover"), an entity holding mineral property interests in the State of Nevada (the "Clover Acquisition", and together with the RTO and concurrent transactions, the "Transactions").

Pursuant to Financial Accounting Standards Board (the "FASB") Accounting Standards Codification ("ASC") 805, Business Combinations ("ASC 805"), Carlin has been identified as the accounting acquirer for accounting and financial reporting purposes, with a retroactive adjustment to Carlin's legal capital in order to reflect the capital of Winwell (2,769,486 Contact Shares).  Carlin is presented in the Interim Financial Statements as the parent company.  The Interim Financial Statements include the accounts of Carlin, Contact Gold and Clover.  All significant intercompany transactions are eliminated on consolidation

d.Use of estimates and measurement uncertainties

The preparation of financial statements in accordance with U.S. GAAP requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at each period end, and the reported amounts of expenses during the related reporting period.

The more significant areas requiring the use of management's estimates and assumptions include: the type and amount of exploration property acquisition and transaction costs eligible for capitalization, the assessment of impairment of mineral properties, the disclosed fair value of the "host" instrument of the non-voting preferred shares of Contact Gold ("Contact Preferred Shares"), the period end revaluation of the Contact Preferred Share embedded derivatives, the fair value of the Private Placement Rights, income taxes, and the valuation of stock-based compensation.

To the extent possible, the Company bases its estimates on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.  Actual results could differ from the amounts estimated in these Interim Financial Statements; uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.  Further information on management's judgments, estimates and assumptions and how they impact the various accounting policies are described in the relevant notes to these financial statements.

e.Mineral properties, claims maintenance fees, and development costs

The Company has not yet established the existence of mineralized materials on any of its mineral property interests, as defined by the SEC under Industry Guide 7, "Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations" ("Industry Guide 7"). 

As a result, the Company is in the "Exploration Stage", as defined under Industry Guide 7, and will continue to remain in the Exploration Stage until such time proven or probable reserves have been established.  In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred.  Claim maintenance fees paid to the United States' Department of Interior's Bureau of Land Management (the "BLM") and similar fees paid to state and municipal agencies, as well as fees paid annually pursuant to private property lease and other similar land use arrangements (together, "Claims Maintenance fees") are accounted for as prepaid assets and amortized over the course of the period through which they provide access and title.  Mineral property exploration expenditures and pre-extraction expenditures are expensed as incurred until such time as the Company exits the Exploration Stage by establishing proven or probable reserves. To date, no amounts have been capitalized in respect of development activities.

Companies in the "Production Stage", as defined under Industry Guide 7, having established proven and probable reserves and exited the Exploration Stage, typically capitalize expenditures relating to ongoing development activities, with corresponding depletion calculated over proven and probable reserves using the units-of-production method and allocated to future reporting periods to inventory and, as that inventory is sold, to cost of goods sold. 

Because the Company is in the Exploration Stage which has resulted in the Company reporting larger losses than if it had been in the Production Stage due to the expensing, instead of capitalization, of expenditures relating to the exploration and advancement of is mineral property interests

A-6

CONTACT GOLD CORP.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months ended June 30, 2020 and 2019
(Expressed in Canadian dollars, unless otherwise noted—unaudited)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

f.Mineral properties, maintenance fees, and development costs (continued)

Additionally, there would be no corresponding amortization allocated to future reporting periods of the Company since those costs would have been expensed previously, resulting in both lower inventory costs and cost of goods sold and results of operations with higher gross profits and lower losses than if the Company had been in the Production Stage. Any capitalized costs, such as expenditures relating to the acquisition of mineral rights, are depleted over the estimated extraction life using the straight-line method.  As a result, the Interim Financial Statements may not be directly comparable to the financial statements of companies in the Production Stage. 

The acquisition of title to mineral properties is a complicated and uncertain process. Although management of Contact Gold take steps to verify title to exploration properties in which it holds an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee title. Property title may be subject to unregistered prior agreements or transfers and may be affected by undetected defects.  Furthermore, resource exploration is a speculative business and involves a high degree of risk. There is no certainty that the expenditures made by Contact Gold in the exploration of its property interests will result in discoveries of commercial quantities of minerals. Significant expenditures are required to locate and estimate ore reserves, and further the development of a property.  Capital expenditures to bring a property to a commercial production stage are also significant. There is no assurance the Company has, or will have, commercially viable ore bodies. There is no assurance that management of the Company will be able to arrange sufficient financing to bring ore bodies into production.

Upon disposal or abandonment, any consideration received is credited against the carrying amount of the exploration and evaluation assets, with any excess consideration greater than the carrying amount included as a gain in net income or loss for the applicable period.

f.Comprehensive Loss 

In addition to the loss for a given period, comprehensive loss (gain) includes all changes in equity during a period, such as cumulative unrecognized changes in fair value of marketable equity securities classified as available-for-sale or other investments, and the translation of foreign subsidiaries to the Company's Canadian dollar presentation currency.

g.Accounting standards adopted

Changes to the Disclosure Requirements for Fair Value Measurement

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13").  This update modifies the disclosure requirements for fair value measurements by removing, modifying or adding disclosures. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, and early adoption is permitted. Certain disclosures in the update are applied retrospectively, while others are applied prospectively. There was no consequential impact upon adoption for any period.

Measurement of Credit Losses on Financial Instruments

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (ASU "2016-13"). ASU 2016-13 will change how companies account for credit losses for most financial assets and certain other instruments.  For trade receivables, loans and held-to-maturity debt securities, companies will be required to estimate lifetime expected credit losses and recognize an allowance against the related instruments. For available-for-sale debt securities, companies will be required to recognize an allowance for credit losses rather than reducing the carrying value of the asset. For many entities, adoption of this update is expected to result in earlier recognition of losses and impairments.

In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses ("ASU 2016-13").  ASU 2016-13 introduced an expected credit loss methodology for the impairment of financial assets measured at the amortized cost basis.  That methodology replaces the probable, incurred loss model for those assets.  ASU 2018-19 is the final version of Proposed Accounting Standards Update 2018-270, which has been deleted. Additionally, the amendments clarify that receivables arising from operating leases are not within the scope of Subtopic 326-20.  Instead, impairment of receivables arising from operating leases should be accounted for in accordance with ASC 842.

These updates are effective for fiscal years beginning after December 15, 2019, and the Company notes no consequential impact upon adoption.

A-7

CONTACT GOLD CORP.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months ended June 30, 2020 and 2019
(Expressed in Canadian dollars, unless otherwise noted—unaudited)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

h.Accounting policies not yet adopted

Simplifying the Accounting for Income Taxes

In December 2019, the FASB issued "ASU 2019-12", "Income Taxes - Simplifying the Accounting for Income Taxes" ("Topic 740") which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 will be effective for interim and annual periods beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2019-12 will have on its consolidated financial statements.

3.PREPAIDS AND DEPOSITS

Prepaid expenses include $70,803 (December 31, 2019: $256,936) in Claims Maintenance fees.  Such fees to the BLM, cover the twelve-month period ranging from September 1 to August 31 of the subsequent year.  Fees paid to the respective Nevada counties cover the twelve-month period from November 1 to October 31 of the subsequent year. Fees paid pursuant to private property lease and other similar land use arrangements cover the 12-month period of their respective anniversaries. 

4.EXPLORATION PROPERTIES

Pursuant to the Clover Acquisition, on June 7, 2017, the Company completed the acquisition of 100% of the membership interests of Clover, a Nevada limited liability company of which Waterton Nevada Splitter, LLC ("Waterton Nevada") was the sole member.  Clover is the legal entity that holds the mineral property rights and interests that comprise the Company's portfolio of gold properties located on Nevada's Carlin, Independence and Northern Nevada Rift gold trends (the "Contact Properties").  The total of consideration paid and related acquisition costs incurred to acquire Clover in June 2017 was allocated to the value of the Contact Properties and prepaid Claims Maintenance fees acquired, based on relative fair values as at the date of the Transactions.  The Clover Acquisition was accounted for as an acquisition of an asset.

Consideration paid comprised Contact Shares, Contact Preferred Shares (Note 6) and a total of $7,000,000 in cash.  Upon closing of the Transactions, the Company recognized deferred tax liabilities ("DTL") of $2,149,915 arising from the application of Nevada net proceeds tax (the "NNPT", calculated at a rate of 5%) on the values of the Contact Properties.  The DTL amount is subject to change reflective of the carrying value of the properties from period to period and the impact thereon of changes to the rates of foreign exchange.

The Company has subsequently acquired additional mineral property interests including the past-producing Green Springs gold project ("Green Springs") and other ground contiguous to the original tenure (together with the option to acquire Green Springs, "Additions"), and either vended or determined to abandon or impair certain properties.

The Company has established a surety bonding arrangement with a third-party (the "Surety") to satisfy USD 150,000 in bonding requirements required by the BLM for potential disturbance at the Company's exploration property interests. A finance fee, recognized within Interest and Other Income, is charged monthly on the full balance of the Surety amount. Reflecting the level of disturbance as at June 30, 2020, and an estimate as to the timing of any potential reclamation activities, the Company has not accrued any provision for reclamation in the Interim Financial Statements. 

The Contact Properties generally carry net smelter returns ("NSR") royalties of between 2% and 4%.

	Pony Creek		South Carlin Projects		Green Springs		Cobb Creek		Portfolio properties		Total
	(a)		(b)		(c)		(d)		(e)
	$		$		$		$		$		$
January 1, 2019	29,425,698		4,439,555		-		312,474		7,169,591		41,347,318
Additions	-		-		466,857		-		-		466,857
Recovery from earn-in	-		-		-		(88,163	)	-		(88,163	)
Disposals & Abandonments	-		-		-		-		(1,381,434	)	(1,381,434	)
Foreign Exchange	(1,410,674	)	(212,830	)	(5,200	)	(18,599	)	(333,262	)	(1,980,565	)
December 31, 2019	28,015,024		4,226,725		461,657		205,712		5,454,895		38,364,013
Foreign Exchange	1,380,477		208,275		22,748		10,136		268,800		1,890,436
June 30, 2020	29,395,501		4,435,000		484,405		215,848		5,723,695		40,254,449

A-8

CONTACT GOLD CORP.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months ended June 30, 2020 and 2019
(Expressed in Canadian dollars, unless otherwise noted—unaudited)

4.  EXPLORATION PROPERTIES (continued)

a) Pony Creek

The Pony Creek project is located within the Pinion Range, in western Elko County, Nevada.  There is a 3% NSR royalty payable to an affiliate of Waterton Nevada on those claims that comprise Pony Creek acquired from Waterton Nevada.  The Company determined to allow a 1% buy-down option of this NSR to lapse on February 7, 2020, when such option expired.  There is a 2% NSR royalty over certain claims that comprise the East Bailey claim block; there is also a 3% NSR over certain claims that comprise the "Lumps and Umps" claims, up to 2% of which can be bought back for USD 1,000,000 per 1% prior to September 2030.

b) South Carlin Projects: Dixie Flats & North Star

The North Star property is located approximately eight kilometres north of the northern-most point of Pony Creek, in western Elko County, Nevada. There is a 3% NSR on the North Star property payable to an affiliate of Waterton Nevada.

The Dixie Flats property sits immediately to the north of the North Star property.  There is a 2% NSR on the Dixie Flats property payable to an affiliate of Waterton Nevada. The Company determined to allow a 1% buy-down option of this NSR to lapse on February 7, 2020, when such option expired.

c) Green Springs

On July 23, 2019, Contact Gold and Clover entered into a purchase option agreement (the "Green Springs Option") with subsidiaries of Ely Gold Royalties Inc. ("Ely Gold"), whereby Clover shall have an option to purchase a 100% interest in the Green Springs property.  Green Springs is located at the southern end of Nevada's Carlin Trend, 60 km southwest of Ely, Nevada.

Contact Gold issued 2,000,000 Contact Shares (valued at $400,000) and paid USD 25,000 ($32,855) in cash to Ely Gold to secure Green Springs. The Company also paid Ely Gold an additional USD 6,125 ($8,049) as reimbursement for Claims Maintenance fees relating to the current period. The Company incurred $11,003 in direct expenditures to secure the Green Springs Option. A DTL for the NNPT, and a foreign exchange adjustment were also recognized pursuant to the acquisition.  Total additional consideration to satisfy the Green Springs Option, and complete the acquisition of Green Springs, is as follows:

• USD 50,000 first anniversary (settled in common shares of the Company ("Contact Shares")(Note 12(c))
• USD 50,000 second anniversary
• USD 50,000 third anniversary
• USD 100,000 fourth anniversary

Anniversary payment amounts may be made in cash or in Contact Shares at Contact Gold's election, subject to regulatory and contractual minimum values of the Contact Shares. Payment of all amounts can be accelerated and completed at any time. Certain claims within Green Springs are the subject of lease agreements with third-parties, one of which requires an annual USD 25,000 payment, whilst the other requires an annual payment in cash equal to the value of 20 ounces of gold. Existing royalties on certain mineral property claims that comprise Green Springs range from 3% to 4.5%, based on historical underlying agreements.

d) Cobb Creek

Upon closing of the Clover Acquisition, the Company acquired a 49% interest in the Cobb Creek property located in Elko County, Nevada.  The Company subsequently acquired the remaining 51% interest, and related historic data, in exchange for six annual payments of USD 30,000, the first of which was paid on closing of the agreement ($38,379). The discounted value of the annual payments at the time of the transaction was $114,329 (the "Cobb Creek obligation"). The total value of the Cobb Creek obligation was recognized as a financial liability at amortized cost, determined with an interest rate of 18.99%, in line with the effective interest rate determined for the Contact Preferred Shares (Note 6). The third annual payment of USD 30,000 ($38,964) was made in November 2019. 

The remaining Cobb Creek obligation is recorded to the consolidated balance sheets as a current ($38,192) and non-current amount ($59,071) as at June 30, 2020 ($33,376 and $51,622, respectively as at December 31, 2019).  Accretion expense of $8,091, and a foreign exchange loss of $12,265 have been recorded within other comprehensive loss (gain) for the six months ended June 30, 2020 ($9,692 and $5,032, respectively, for the six months ended June 30, 2019).

A-9

CONTACT GOLD CORP.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months ended June 30, 2020 and 2019
(Expressed in Canadian dollars, unless otherwise noted—unaudited)

4.  EXPLORATION PROPERTIES (continued)

d) Cobb Creek (continued)

By an agreement dated September 27, 2019, as amended (the "Cobb Creek Option"), Clover agreed to farm-out 100% of its interest in the Cobb Creek exploration property ("Cobb Creek") to Fremont Gold Ltd. and its U.S. subsidiary (together, "Fremont").  Pursuant to the Cobb Creek Option, and for so long as it remains in good standing, the Company has assigned its agreement with the Cobb Counterparty, and all associated obligations to Fremont. Upon completion of the farm-out, Fremont will award to Clover a 2.0% NSR on Cobb Creek.

Initial consideration included (i) 750,000 common shares of Fremont ("Fremont Shares") (consideration value: $41,250), a Level 1-type financial asset, (ii) reimbursement of USD 6,000 ($7,949) for a portion of the prior year payment to the Cobb Counterparty, and (iii) reimbursement for the November 2019 payment to the Cobb Counterparty of USD 30,000 ($38,964). An amount of USD 29,569 ($38,407) was also reimbursable from Fremont for certain claims-related holding costs, the amount of which has been applied against prepaid Claims Maintenance fees (Note 3).

In order to keep the Cobb Creek Option in good standing, and to complete the acquisition of Cobb Creek, Fremont must keep all claims in good standing, make the annual payments to the Cobb Counterparty, and remit the following consideration to the Company:

• Anniversary 1 (Year 2) USD 30,000; and 750,000 Fremont Shares.
• Anniversary 2 (Year 3) USD 20,000
• Anniversary 3 (Year 4) USD 20,000
• Anniversary 4 (Year 5) USD 25,000
• Anniversary 5 (Year 6) USD 35,000
• Anniversary 6 (Year 7) USD 45,000
• Anniversary 7 (Year 8) USD 55,000
• Anniversary 8 (Year 9) USD 65,000
• Anniversary 9 (Year 10) USD 75,000

The value of the Fremont Shares received, and the amount receivable relating to the reimbursement of the payment to the Cobb Counterparty have been applied against the carrying value of Cobb Creek. 

e) Portfolio properties

Balances presented as Portfolio properties include the remaining Contact Properties.  Those specific properties for which there was a change are summarized below:

Dry Hills and Rock Horse

During the year ended December 31, 2019, the Company determined to abandon those mineral property claims that comprise the Dry Hills, and Rock Horse properties; accordingly, the carrying value of these properties was written down by $1,381,434 to $nil, with a tax recovery of $69,072 recognized to the statement of loss and comprehensive loss (gain). 

Exploration and evaluation expenditures incurred by Contact Gold, including ongoing amortization of prepaid Claims Maintenance fees (Note 3), have been expensed in the consolidated statements of loss and comprehensive loss (gain).  Details of exploration and evaluation activities, and related expenditures incurred are as follows:

		Six months ended June 30, 2020		Six months ended June 30, 2019
Amortization of Claims Maintenance fees	$	285,253	$	329,574
Wages and salaries, including stock-based compensation		254,367		482,446
Geological contractors/consultants & related crew care costs		103,937		257,983
Drilling, assaying & geochemistry		5,648		554,970
Permitting and environmental monitoring		24,286		23,950
Property evaluation and data review		-		8,524
Expenditures for the period	$	673,491	$	1,657,447
Cumulative balance	$	12,422,247	$	10,367,521

A-10

CONTACT GOLD CORP.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months ended June 30, 2020 and 2019
(Expressed in Canadian dollars, unless otherwise noted—unaudited)

4.  EXPLORATION PROPERTIES (continued)

Wages and salaries through June 30, 2020, include stock-based compensation of $37,053 (six months ended June 30, 2019: $77,883) (Note 7(d)). An amount of $5,580 (six months ended June 30, 2019: $6,243) in amortization expense arising from the use of fixed assets at Pony Creek has been included in the amount reported as geological contractors/consultants & related crew care costs.

Details of exploration and evaluation expenditures incurred and expensed by Contact Gold on specific Contact Properties are as follows:

		Six months ended June 30, 2020		Six months ended June 30, 2019
Pony Creek	$	310,662	$	1,442,276
South Carlin Projects		29,140		52,868
Green Springs		304,882		-
Cobb Creek		1,394		25,543
Portfolio properties		27,413		128,236
Property evaluation and data review		-		8,524
Expenditures for the period	$	673,491	$	1,657,447
Cumulative balance	$	12,422,247	$	10,367,521

5.PAYABLES AND ACCRUED LIABILITIES

		As at		As at
		June 30, 2020		December 31, 2019
Payables	$	292,266	$	185,416
Accrued liabilities		240,642		282,642
	$	532,908	$	468,058

Payables and accrued liabilities are non-interest bearing.  The Company's normal practice is to settle payables within 30-days, or as credit arrangements will allow.

6.REDEEMABLE PREFERRED STOCK

On June 7, 2017, as partial consideration for the Clover Acquisition, the Company issued 11,111,111 Contact Preferred Shares with an aggregate face value denominated in USD of 11,100,000 (the "Face Value") ($15,000,000, converted using the Bank of Canada indicative exchange rate on the date prior to issuance of USD 0.74), maturing five years from the date of issuance (the "Maturity Date"), and carrying a cumulative cash dividend accruing at 7.5% per annum (the "Dividend"), to Waterton Nevada (the Face Value, and the sum of the accrued Dividend amount together being the "Redemption Amount").  The accrued Dividend amount is payable on the earlier of conversion and the Maturity Date, and has priority over any other dividends declared on other classes of the Company's stock.

As a contract to buy non-financial assets (the Contact Properties) that is ultimately settled in either cash or Contact Shares, the Contact Preferred Shares are considered to be comprised of (i) a "host" instrument, and (ii) the value of certain rights, privileges, restrictions and conditions attached to the Contact Preferred Shares (the "Pref Share Rights") each, respectively determined to be an embedded derivative (together, the "Embedded Derivatives").  As a reflection of the potential modification and variability of the cash flows arising from the "host" instrument and the Embedded Derivatives, each are measured separately from each other.

Industry standard methodology was used to determine the fair value of the host and the Embedded Derivatives, utilizing a set of coupled partial differential Black-Scholes equations solved numerically using finite-difference methods.  Upon issuance, the fair value of the Contact Preferred Shares was determined to be $14,987,020 (approximately equal to the Face Value), including $6,846,649 in value attributable to the Embedded Derivatives.

Contact Preferred Shares (host) 

The host instrument was initially recorded at fair value of USD 6,033,480 ($8,140,371) and for disclosure purposes is revalued each period-end using the same approach as described to revalue the Embedded Derivatives.  In determining the fair value of the host on the date of issue, it was necessary for the Company to make certain assumptions to derive the effective interest rate used in calculating the Company's credit spread.  The estimated fair value of the host instrument at June 30, 2020 is USD 11,058,775 ($15,070,899).  The fair value will differ from the amount recognized in the Interim Financial Statements which is accounted for using the amortized cost basis.

A-11

CONTACT GOLD CORP.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months ended June 30, 2020 and 2019
(Expressed in Canadian dollars, unless otherwise noted—unaudited)

6.    REDEEMABLE PREFERRED STOCK (continued)

The carrying value, including the aggregate Dividend amount for the term to the Maturity Date, has been recognized as a financial liability at amortized cost.  Recognition of the host at amortized cost is in view of the i) Dividend being at a fixed rate, and ii) mandatory redemption feature of the instrument, both of which are payable in cash on the Maturity Date.  Mandatorily redeemable instruments are classified as liabilities pursuant to ASC 480, Distinguishing Liabilities From Equity, therefore any dividends or accretion on instruments that have a legal form of equity should generally be presented as interest expense.  At June 30, 2020, the cumulative amount of the accrued Dividend reflected in the accretion expense is $3,475,084 (December 31, 2019: $2,775,705).

Using the effective interest rate method, at a rate of 18.99%, the Contact Preferred Shares are carried at amortized cost each period end, with an accretion expense recorded to the consolidated statements of loss and comprehensive loss (gain).  The host instrument is a Level 3 financial instrument, categorized as "Other financial liabilities".

A summary of changes to the value of the Contact Preferred Shares host instrument, including the impact from change to the foreign exchange rate for each of the periods ended June 30, 2019 and 2020 is set out below:

January 1, 2019	$	11,003,919
Accretion		1,044,073
Foreign exchange		(465,621	)
June 30, 2019	$	11,582,371
January 1, 2020	$	12,612,107
Accretion		1,273,541
Foreign exchange		634,314
June 30, 2020	$	14,519,962

Pref Share Embedded Derivatives

The Embedded Derivatives are classified as liabilities, and each are interconnected and relate to similar risk exposures, namely Contact Gold's interest rate risk (as changes in the Company's credit spread change the economic value of the redemption), and the Company's foreign exchange rate risk exposure (as the foreign exchange rate, and the price of the Company's common shares and volatility thereof, impact the effective conversion price and number of Contact Shares issuable on conversion).  Accordingly, the Embedded Derivatives are valued together as one compound instrument.

As at June 30, 2020, the Pref Share Rights for which there is separate accounting from the host contract are as follows:

iv.The "Conversion Option": Subject to the limitation that Waterton Nevada (and/or its affiliates) cannot own more than 49% of the issued and outstanding Contact Shares following conversion of the Contact Preferred Shares (the "Conversion Cap"), the Contact Preferred Shares are convertible at the holder's election, into Contact Shares at a conversion price of $1.35 per Contact Preferred Share (the "Conversion Price").  The number of Contact Shares to be issued on conversion is equal to the "Redemption Amount" (defined per share as Face Value of US$1.00 plus all accrued and unpaid cumulative dividends) at the conversion date, converted to Canadian dollars, and divided by the Conversion Price.  Accordingly, because the Face Value and Dividend amount are denominated in USD, and the Conversion Price is denominated in Canadian dollars, the preferred share conversion ratio is modified by changes in the USD-Canadian dollar exchange rate. This changes the number of Contact Shares that the Company would issue to the preferred shareholder(s) upon conversion.

v.The "Early Redemption Option" (the "EROption"): Contact Gold has the option to redeem the Contact Preferred Shares at any time before the Maturity Date at the Redemption Amount, in USD.  Upon receipt of notification of redemption, and subject to the Conversion Cap, the holder can choose to exercise their conversion right for all or any portion of the Contact Preferred Shares.

A-12

CONTACT GOLD CORP.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months ended June 30, 2020 and 2019
(Expressed in Canadian dollars, unless otherwise noted—unaudited)

6.    REDEEMABLE PREFERRED STOCK (continued)

Pref Share Embedded Derivatives (continued)

vi.The "Change of Control Redemption Option" (the "COCROption"): If a Change of Control (generally including such events as a merger, amalgamation, reorganization or similar transaction that causes a change in control of Contact Gold, or the sale, lease, transfer or other disposition of all or substantially all of Contact Gold's assets), occurs on or prior to the fourth anniversary of the issuance of the Contact Preferred Shares (the "PShare Anniversary"), the holder of the Contact Preferred Shares has the option to require Contact Gold to redeem all or part of the Contact Preferred Shares for the "COC Redemption Amount", unless such change in control transaction is with Waterton Nevada. 

The COCROption is calculated as (a) 120% of the Redemption Amount, if there is a Change of Control on or prior to the second PShare Anniversary; or (b) 115% of the Redemption Amount, if there is a Change of Control after the second PShare Anniversary, but on or prior to, the fourth PShare Anniversary.  With the passing of the second PShare Anniversary, the inclusion of only the 115% of Redemption Amount calculation remains valid at year end.

The total estimated fair value of the Embedded Derivatives at issuance was USD 5,066,520 ($6,846,649).  This amount was recorded as part of the convertible redeemable preferred stock obligation on the consolidated balance sheet. In addition to certain observable inputs, the valuation technique used significant unobservable inputs such that the fair value measurement was classified as Level 3.  Significant inputs into the determination of fair value included (i) the share price of the Contact Shares, (ii) historical volatility of  72.78% (48.5% based on an indexed average at inception), (iii) rates from the USDCAD foreign exchange forward curve, and (iv) the USD risk-free rate curve and the CAD risk-free rate curve, at the date of inception, and again at period end.  The Company also concluded on probability weightings for the potential exercise and timing thereof of the (i) COCROption, and (ii) EROption, in the calculation.  The Company's assessments of such probabilities may change from period to period depending upon facts and circumstances, market conditions and other factors.

There is an inverse correlation of the fair value of the Embedded Derivative and the USD-denominated value of the Contact Shares on the TSXV. The impact of changes in estimates of the probability of the exercise of the COCROption and EROption are generally correlated, however, the calculation of such is also impacted by changes to the different risk-free rate curves, further impacting the fair value of the Embedded Derivative. 

There is significant complexity to the interplay and impact of these various inputs and the quantum resultant from these relationships which is further influenced by changes to management's assumptions as to the potential exercise and timing thereof of the COCROption and the EROption. Accordingly, there may be significant volatility to the fair value of the Embedded Derivative from period to period.

A summary of changes to the value of the Embedded Derivatives is set out below:

January 1, 2019	$	585,781
Change in fair value		96,288
June 30, 2019	$	682,069
January 1, 2020	$	634,416
Change in fair value		(449,026	)
June 30, 2020	$	185,390

The amounts of these changes are reflected as the change in fair value of Embedded Derivatives on the consolidated statements of loss and comprehensive loss (gain).

Other Pref Share Rights

In addition to the Embedded Derivatives, the Pref Share Rights include certain additional rights, privileges, restrictions and conditions ("Other Terms") for which there is no accounting impact.  The Other Terms include a right of first offer, and a right of first refusal relating to proposed sale, lease or disposal of its interests in the originally acquired Contact Properties, as well as a requirement to obtain Waterton Nevada's prior written consent should the Company propose to dispose of all or substantially all of its assets. 

A-13

CONTACT GOLD CORP.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months ended June 30, 2020 and 2019
(Expressed in Canadian dollars, unless otherwise noted—unaudited)

6.    REDEEMABLE PREFERRED STOCK (continued)

Other Pref Share Rights (continued)

Furthermore, in the event of a liquidation, dissolution or winding-up of Contact Gold or other distribution of the Company's assets among its shareholders for the purpose of winding up its affairs or any steps taken by Contact Gold in furtherance of any of the foregoing, the holders of Contact Preferred Shares shall be entitled to receive from the assets of the Contact Gold in priority to any distribution to the holders of Contact Shares or any other class of stock of Contact Gold, the Liquidation Value (as such term is defined in the articles of incorporation of Contact Gold) per Contact Preferred Share held by them respectively, but such holders of Contact Preferred Shares shall not be entitled to participate any further in the property of Contact Gold.

Costs incurred relating to the issuance of the Contact Preferred Shares are included in the total of Acquisition Costs as the Contact Preferred Shares were issued as partial consideration in exchange for the acquisition of Clover.

Based on the rate of foreign exchange at period end, the number of Contact Shares to be issued would be 11,205,244 if all of the outstanding Contact Preferred Shares had been converted into Contact Shares.  Diluted loss per share does not include the effect of such issuance (December 31, 2019: nil), as the Contact Preferred Shares are currently anti-dilutive.

Subsequent to period end the Company and Waterton entered into a binding letter of intent (the "LOI") to redeem all or a portion of the currently outstanding Contact Preferred Shares, coupled with a private placement with Waterton to fund the redemption of the remaining portion of the Contact Preferred Shares), or undertake an amendment to the terms of the Contact Preferred Shares, subject to certain terms and conditions, including most significantly the size of a public offering (the "2020 Public Offering ") as further described at Note 12(a).  As a reflection of having agreed to the terms with Waterton Nevada in the LOI the Company reassessed the probability weightings ascribed to the COCROption  and the EROption, with such changes reflected in the Interim Financial Statements.

7.SHARE CAPITAL AND CONTRIBUTED SURPLUS

  a)  Authorized

The Company's authorized share capital consists of:

(iii)up to 500,000,000 Contact Shares with a par value of US$0.001, voting and participating; and

(iv)up to 15,000,000 Class A non-voting Contact Preferred Shares (Note 6).

b)  Issued and outstanding common shares

Changes in issued common share capital during the period subsequent to June 30, 2020:

  (i) 2020 Public Offering: The Company announced a public offering of units of the Company ("Prospectus Units") at a price of $0.20 per Unit for aggregate gross proceeds of up to $15,000,000 (the "2020 Public Offering"). Each Prospectus Unit will consist of one Contact Share and one-half of one Contact Share purchase warrant (each whole warrant, a "Prospectus Warrant"), with each Prospectus Warrant entitling the holder thereof to acquire one Contact Share at an exercise price of C$0.27 for a period of 24 months following the closing date of the 2020 Public Offering.

A total of $25,000 in deferred share issue costs relating to the 2020 Public Offering are included on the consolidated balance sheet as at June 30, 2020.  See Note 12(a).

Changes in issued common share capital during the six months ended June 30, 2020:

  (ii) 2020 Private Placement: On May 22, 2020, the Company closed the third and final tranche of a non-brokered private placement, issuing in aggregate 12,500,000 "Units" at a price of $0.10 per Unit (the "2020 Private Placement"), each such Unit is comprised of one Contact Share and one share purchase warrant (a "PP Warrant") entitling the holder to purchase an additional Contact Share at a price of $0.15 per share for a period of 24 months from the issuance date of each PP Warrant.  In the event that at any time between four months and one day following the closing date and the Expiry Date, the Contact Shares trade on the TSXV at a closing price which is equal to or greater than $0.30 for a period of ten consecutive trading days, the Company may accelerate the Expiry Date of the PP Warrants by giving notice to the holders thereof and in such case the PP Warrants will expire on the 30^th day after the date such notice is provided.

Gross proceeds of $1,250,000 were raised in the 2020 Private Placement; a total of $84,116 in related share issue costs have been recorded to equity.

A-14

CONTACT GOLD CORP.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months ended June 30, 2020 and 2019
(Expressed in Canadian dollars, unless otherwise noted—unaudited)

7.  SHARE CAPITAL AND CONTRIBUTED SURPLUS (continued) 

b)  Issued and outstanding common shares (continued)

Changes in issued common share capital during the six months ended June 30, 2020 (continued)

(ii) 2020 Private Placement (continued):

The fair value of each PP Warrant issued was determined using the Black Scholes valuation model; the significant inputs into the model were share price of $0.10, exercise price of $0.15, volatility of 9.7%, determined on the Company's historical data over an expected life of 2 years, and an annual risk-free interest rate of 0.33%, resulting in a fair value of $0.01 per PP Warrant.

Warrant transactions and the number of warrants outstanding are summarized as follows:

	Number of Warrants	Weighted Average Exercise Price
	#	C$
Outstanding as at December 31, 2019	-	-
Granted	12,500,000	0.15
Outstanding as at June 30, 2020	12,500,000	0.15

The remaining contractual life of Warrants outstanding as at June 30, 2020 is 1.83 years.

On August 17, 2020, pursuant to an exercise of PP Warrants, the Company issued 140,000 Contact Shares.

Changes in issued common share capital during the six months ended June 30, 2019:

(i)2019 Private Placement: On March 14, 2019, the Company closed a non-brokered private placement of 9,827,589 Contact Shares (the "2019 Private Placement") at a price of $0.29 per Contact Share (the "Initial Placement Price") for proceeds of $2,850,001. Each Contact Share was accompanied by one right (a "Private Placement Right") which, subject to the rules and limitations of the TSXV, was automatically convertible to a certain number of additional Contact Shares without payment of additional consideration, upon the earlier of:

(a)the closing of a public offering registered or qualified under the Unites States' Securities Act of 1933, as amended (the "Securities Act") (a "Qualified Offering");

(b)a Change of Control of Contact Gold; or

(c)one year following the closing date of the 2019 Private Placement ("Time Deadline").

(together, (a), (b), (c), the "Conversion Scenarios").

In each instance a participant in the 2019 Private Placement would receive that number of additional Contact Shares such that the average price per Contact Share issued in aggregate, was effectively discounted from the Initial Placement Price (the "Placement Price"), determined as follows:

(v)if the offering price of common stock sold in a Qualified Offering was greater than the Initial Placement Price, the number of additional Contact Shares would be that which provides a 5% discount to that Initial Placement Price; or

(vi)if the offering price of Contact Shares sold in a Qualified Offering was equal to or less than the Initial Placement Price, the number of additional Contact Shares would be that which provides a 10% discount to that Qualified Offering Price; or

(vii)in the event of a Change of Control, the number of additional Contact Shares would be that which provides a 5% discount to that Initial Placement Price; or

(viii)in the event of conversion at the Time Deadline, the number of additional Contact Shares would be that which provides the maximum allowable discount prescribed pursuant to the rules of the TSXV.

The Company accounted for the Private Placement Rights as a derivative instrument classified as a Level 3-type current financial liability carried at fair value through profit or loss, and furthermore, because the Private Placement Rights were not separable legally or practically from each other, they were treated as one instrument.

The initial recognition of the Private Placement Rights considered the total consideration received by the Company in the 2019 Private Placement. The Company used the residual method to allocate the value of proceeds received between the Private Placement Rights and the Contact Shares.  The Private Placement Rights were measured and recognized at their initial fair value, less directly attributable transaction costs, and the residual was allocated to those Contact Shares issued on initial closing

A-15

CONTACT GOLD CORP.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months ended June 30, 2020 and 2019
(Expressed in Canadian dollars, unless otherwise noted—unaudited)

7.  SHARE CAPITAL AND CONTRIBUTED SURPLUS (continued)

      b)  Issued and outstanding common shares (continued)

(i)  2019 Private Placement (continued):

The total estimated fair value of the Private Placement Rights at issuance was $370,232, and the initial value of the Contact Shares recognized on the consolidated statement of equity was, accordingly $2,479,769. In determining the fair value of the Private Placement Rights, it was necessary for the Company to make certain judgments relating to the probability and timing of the occurrence of each of the Conversion Scenarios. It was also necessary for the Company to make certain assumptions to derive the effective interest rate used in calculating the Company's credit spread, as well as assumptions relating to share price volatility. Through June 30, 2019, an amount of $3,815 was recognized as the change in fair value of the Private Placement Rights

The valuation was undertaken using certain observable and unobservable inputs in multiple Monte Carlo simulations. Significant inputs into the determination of fair value on the date of issuance included the following: (i) the price of the Contact Shares on the TSXV, (ii) the annualized historical volatility of the price of the Contact Shares on the TSXV (range: 85.8% - 92.3%), (iii) risk-free rates, and (iv) probability weightings for the likelihood and potential timing of each of the respective Conversion Scenarios determined by management, as well as expectations relating to the discount to be expected in a Qualified Offering.

The Company based its judgments and assumptions on parameters relevant to the initial closing date for the Private Placement on March 14, 2019. There is significant complexity to the interplay and impact of these various inputs and the quantum resultant from these relationships.  The nature of these judgments and assumptions, and the factors management considered in determining the resultant calculation, are inherently uncertain and subject to change from period to period.

A total of $40,923 in associated share issue costs were recognized in equity, of which $21,750 in finders' fees were net settled on closing of the 2019 Private Placement.  All securities offered pursuant to the 2019 Private Placement are restricted securities under Rule 144 under the Securities Act

On May 22, 2019, pursuant to having closed a prospectus offering of 20,000,000 Contact Shares (the "2019 Prospectus Offering") at an issue price lower than the Placement Price, the 2019 Private Placement "Qualified Offering" criterion was met, and an additional 2,047,398 Contact Shares were issued on conversion of the Private Placement Rights. All securities offered pursuant to the conversion of the Private Placement Rights are restricted securities under Rule 144 under the Securities Act. Upon conversion of the Private Placement Rights and issuance of the additional Contact Shares, $409,480 was recognized to equity, with an adjustment to the statement of loss and comprehensive loss (gain) for the $39,248 change in fair value through to the date of conversion.

c)  Escrowed Contact Shares and other restrictions and obligations

As at June 30, 2020, there were no remaining Contact Shares held in escrow and restricted from trading, pursuant to the rules of the TSXV (December 31, 2019: 3,511,538).

In addition to having a right to receive regular updates of technical information about Contact Gold, two shareholders hold a right to maintain its pro rata ownership percentage of Contact Gold during future financings.

d)  Equity remuneration

Pursuant to the "Contact Gold Omnibus Stock and Incentive Plan" (the "Incentive Plan"), the "Contact Gold Restricted Share Unit Plan", and the "Contact Gold Deferred Share Unit Plan", the Company has established equity remuneration plans, that contemplate the award of Options, Restricted Shares, Restricted Share Units ("RSUs"), and Deferred Share Units ("DSUs"), all in compliance with the TSXV's policy for granting such awards. 

Stock-based compensation expense for the six months ended June 30, 2020, was $153,049 (six months ended June 30, 2019: $457,344).  An additional amount of stock-based compensation expense of $37,053 was recognized in exploration and evaluation expenditures for the six months ended June 30, 2020 (six months ended June 30, 2019:  $77,883) (Note 4).  An expense of $88,750 was charged to wages and salaries relating to the award of DSUs during the six months ended June 30, 2020 (six months ended June 30, 2019:  $nil).

A-16

CONTACT GOLD CORP.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months ended June 30, 2020 and 2019
(Expressed in Canadian dollars, unless otherwise noted—unaudited)

7.    SHARE CAPITAL AND CONTRIBUTED SURPLUS (continued)

d)    Equity remuneration (continued)

  i) Options

Under the Incentive Plan, the maximum number of Contact Shares reserved for issuance may not exceed 16,500,000 Contact Shares together with any other security-based compensation arrangements, and further subject to certain maximums to individual optionees on a yearly basis. The exercise price of each Option shall not be less than the market price of the Contact Shares at the date of grant.  All Options granted have a five-year expiry from the date of grant. Vesting of Options is determined by the Board at the time of grant.

Subject to discretion of the Board and normal course regulatory approvals, Contact Shares are issued from treasury in settlement of Options exercised; otherwise the value of such Contact Shares may be payable in cash

A summary of the changes in Options is presented below:

	Number of Options		Weighted Average Exercise Price $
Outstanding as at January 1, 2019	8,198,000		0.64
Granted	1,670,000		0.275
Forfeited or cancelled	(3,473,000	)	0.96
Outstanding as at December 31, 2019	6,395,000		0.37
Granted	2,125,000		0.19
Forfeit	(100,000	)	0.415
Outstanding as at June 30, 2020	8,420,000		0.33

The Company has awarded Options to directors, officers and other personnel as follows:

Grant Date	Number of Options	Exercise Price	Vesting
September 11, 2017	150,000	$  0.75	vesting in thirds over a period of three years
November 24, 2017	200,000	$  0.58	vesting in thirds over a period of three years
March 27, 2018	3,975,000	$  0.39	vesting in thirds over a period of three years
April 17, 2018	150,000	$ 0.415	vesting in thirds over a period of three years
May 28, 2018	150,000	$ 0.295	vesting in thirds over a period of three years
April 3, 2019	1,670,000	$ 0.275	vesting in thirds over a period of three years
January 16, 2020	2,125,000	$  0.19	vesting in thirds over a period of three years

As at June 30, 2020, 3,639,999 Options have vested (December 31, 2019: 1,691,666).

On June 10, 2020, 100,000 Options previously awarded to consultants to the Company were forfeited further to the termination of the respective services agreements.  This resulted in the reversal of an amount of $21,245 which had previously been expensed (six-month period ended June 30, 2019: 80,000 Options forfeit; reversal of $10,067).

For the purposes of estimating the fair value of Options using Black-Scholes, certain assumptions are made such as expected dividend yield, volatility of the market price of the Contact Shares, risk-free interest rates and expected average life of the Options. Contact Gold bases its expectation of volatility on the volatility of similar publicly-listed companies, as the expected life of the Company's Options exceeds the Company's trading history.

The weighted average fair value of Options granted during the six months ended June 30, 2020, determined using Black-Scholes was $0.19 (weighted average fair value to date: $0.33) per Option.  The remaining average contractual life of Options outstanding is 3.38 years.  For the purposes of estimating the fair value of Options awarded in January 2020, using the Black-Scholes model, certain assumptions are made such as the expected dividend yield (0%), risk-free interest rates (range between 1.57% and 2.14%), and expected average life of the options (5 years). As the expected life of Contact Gold's Options exceeded the length of time over which the Contact Shares have traded, average rates of volatility of 30%-70% were used, reflecting those of a group of similar publicly-listed companies in determining an expectation of volatility of the market price of the Company's shares.  A 0% forfeiture rate was applied to the Option expense.

A-17

CONTACT GOLD CORP.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months ended June 30, 2020 and 2019
(Expressed in Canadian dollars, unless otherwise noted—unaudited)

7.      SHARE CAPITAL AND CONTRIBUTED SURPLUS (continued)

d)    Equity remuneration (continued)

  ii) Deferred Share Units

DSUs granted under the Contact Gold Deferred Share Unit Plan to Directors of the Company, have no expiration date and are redeemable upon termination of service.  Transactions relating to DSUs are summarised below:

Outstanding as at January 1, 2019
Granted	402,263
Exercised	-
Outstanding as at December 31, 2019	402,263
Granted	541,215
Exercised	-
Outstanding as at June 30, 2020	943,478

During the six months ended June 30, 2020, an amount of $88,750 was recognized to the value of contributed surplus relating to the award of these DSUs (six months ended June 30, 2019: $nil).

DSUs were also awarded subsequent to period end (Note 12(d)).

iii) Restricted Share Units

The Company awarded 239,220 RSUs to certain employees and officers of the Company on January 16, 2020.  The RSUs vest in third over a period of three years. The RSUs have an aggregate fair value of $45,450, and each has an expiry date of December 31, 2023.  During the six months ended June 30, 2020, a total of $4,721 was recognized in stock-based compensation, and $2,222 is included in exploration and evaluation.

iv) Restricted Shares

Restricted Shares granted under the Incentive Plan were issued from treasury with vesting conditions determined by the Board.  With reference to the price at which the Company issued Contact Shares in a financing at approximately the same time as the Restricted Shares were awarded, the Restricted Shares were deemed to have a fair value of $1.00 per Restricted Share on the date of grant.

Vesting of the Restricted Shares is summarised below:

	Number of Restricted Shares
Outstanding as at January 1, 2019	66,667
Granted	-
Vested	33,333
Outstanding as at June 30, 2019	33,334
Outstanding as at January 1, 2020	33,334
Granted	-
Vested	33,334
Outstanding as at June 30, 2020	-

The fair value of the Restricted Shares is charged to contributed surplus and is expensed to the consolidated statements of loss and comprehensive loss (gain) over the vesting period.  There has been no impact to cash flows from the Restricted Shares.

e) Gain or loss per share

Loss per share is determined with reference to the loss attributable to common shareholders of $3,394,056 for the period ended June 30, 2020 (six months ended June 30, 2019: $5,442,019), adjusted for the value of the Contact Preferred Share dividends payable for the six months ended June 30, 2020 of $699,379 (2019: $467,862), and the weighted average number of Contact Shares outstanding of 87,150,544 as at period end (2019: 61,211,506). Diluted gain or loss per share did not include the effect of 8,420,000 Options (December 31, 2019: 6,395,000) as they are anti-dilutive.

A-18

CONTACT GOLD CORP.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months ended June 30, 2020 and 2019
(Expressed in Canadian dollars, unless otherwise noted—unaudited)

8.RELATED PARTIES

Contact Gold's related parties include: (i) its subsidiaries; (ii) Waterton Nevada as a reflection of its approximate 32.33% ownership interest in the Company at June 30, 2020, its preferred shareholding and the right Waterton Nevada holds to put forward two nominees to the Board; and (iii) Cairn Merchant Partners LP ("Cairn"), an entity in which Andrew Farncomb, a director and officer of the Company. 

Waterton Nevada holds a right of first offer, a right of first refusal, and other rights over the Contact Properties then acquired.  Subsequent to period end the Company and Waterton entered into the LOI whereby all or a portion of the currently outstanding Contact Preferred Shares would be redeemed, coupled with a private placement with Waterton to fund the redemption of the remaining portion of the Contact Preferred Shares), or undertake an amendment to the terms of the Contact Preferred Shares, subject to certain terms and conditions, including most significantly the size of the 2020 Public Offering as further described at Notes 12(a) and 12(b).

During the year ended December 31, 2019, in satisfaction of an obligation under the Securities Exchange Agreement, the Company provided notice to Waterton Nevada of its intent to abandon certain mineral property claims, including those that comprise Dry Hills and Rock Horse; in response, Waterton Nevada notified the Company of its intent to exercise its right to take assignment of the claims for nominal value. 

Waterton Nevada purchased 3,603,020 Contact Shares in the 2019 Private Placement.  An additional 750,629 Contact Shares were issued to Waterton Nevada pursuant to the conversion of the Private Placement Rights on May 22, 2019. 

Options and DSUs have previously been granted, and director fees were paid and payable to Mr. Charlie Davies, one of Waterton Nevada's Board nominees. Mr. Davies is an employee of an affiliate of Waterton Nevada.

An amount of $30,000 (six months ended June 30, 2019: $30,000) was invoiced by Cairn for employee service; $15,000 is payable at June 30, 2020 (December 31, 2019: $60,000).  Mr. Farncomb's base salary is paid in part directly, and in part to Cairn in consideration of general management and administrative services rendered through Cairn.

9.SEGMENT INFORMATION

Reportable segments are those operations whose operating results are reviewed by the chief operating decision maker, being the individual at Contact Gold making decisions about resources to be allocated to a particular segment, and assessing performance provided those operations pass certain quantitative thresholds.

The Company undertakes administrative activities in Canada, and is engaged in the acquisition, exploration, and evaluation of certain mineral property interests in the State of Nevada, USA.  Accordingly, the Company's operations are in one commercial and two geographic segments.  The Contact Properties (Note 4) are held by the Company in Nevada.  The remaining assets, including cash and cash equivalents, prepaids and receivables reside in both of the Company's two geographic locations.

The Company is not exposed to significant operating risks as a consequence of the concentration of its assets in the United States. The Company is in the exploration stage and accordingly, has no reportable segment revenues.

Net loss is distributed by geographic segment per the table below:

	Six months ended June 30, 2020	Six months ended June 30, 2019
Canada	$  2,593,112	$  2,419,628
United States	800,944	3,022,391
	$  3,394,056	$  5,442,019

Significant non-cash items, including accretion expense on the Contact Preferred Shares of $1,273,541 for the six months ended June 30, 2020 (comparative period of 2019: $1,044,073) is reflected in the net loss attributable to Canada.  The net loss attributable to Canada for the six months ended June 30, 2020 also includes a non-cash gain on the Embedded Derivatives of $449,026 (comparative period of 2019: loss of  $96,288), and a non-cash foreign exchange loss of $631,055 (comparative period of 2019: gain of  $462,089).

A-19

CONTACT GOLD CORP.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months ended June 30, 2020 and 2019
(Expressed in Canadian dollars, unless otherwise noted—unaudited)

10.SUPPLEMENTAL CASH FLOW INFORMATION

Subsequent to period end, 362,941 Contact Shares were issued pursuant to the Green Springs Option (Note 12(c)).

11.MANAGEMENT OF CAPITAL AND FINANCIAL RISKS

The Company currently does not produce any revenue and has relied on existing balances of cash and cash equivalents, and capital financing to fund its operations. The Company's current capital consists of equity funding raised through issuances of common shares, preferred shares and a deficit incurred through operations. 

There are no known restrictions on the ability of our affiliates to transfer or return funds amongst the group, nor are there any externally imposed capital requirements.

The Company relies upon management to manage capital in order to safeguard the Company's ability to continue as a going concern, to pursue the exploration and development of unproven mineral properties, and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. The Company manages its capital structure in order to meet short term business requirements, after taking into account cash flows from operations, expected capital expenditures and Contact Gold's holdings of cash; and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To facilitate this, management prepares annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions.  On an ongoing basis, management evaluates and adjusts its planned level of activities, including planned exploration, development, permitting activities, and committed administrative costs, to ensure that adequate levels of working capital are maintained. The Company believes that this approach is reasonable given its relative size and stage. There were no changes in the Company's approach to capital management during the six months ended June 30, 2020.

Financial Risk Management

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Company's financial instruments consist of cash and cash equivalents, receivables, payables and accrued liabilities, the Cobb Creek obligation, and the Contact Preferred Shares and related Embedded Derivatives.  It is management's opinion that with the exception of the Contact Preferred Shares and the Embedded Derivatives: (i) the Company is not exposed to significant interest, currency or credit risks arising from its financial instruments, and (ii) the fair values of these financial instruments approximate their carrying values unless otherwise noted in these Interim Financial Statements.

The Contact Preferred Shares and the Embedded Derivatives are both considered to be Level 3 type financial liabilities, with each determined by observable data points, in particular the Company's share price, the rate of CAD/USD foreign and the Company's credit spread, with reference to current interest rates and yield curves.

As the Company is currently in the exploration phase, with exception of the Contact Preferred Shares and Cobb Creek obligation, none of its financial instruments are exposed to commodity price risk; however, the Company's ability to obtain long-term financing and its economic viability may be affected by commodity price volatility.

The type of risk exposure and the way in which such exposure is managed is provided as follows:

Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset.

The Company's financial liabilities of payables and accrued liabilities are generally payable within a 90-day period. Although non-current, the Company has exposure to significant obligations relating to the terms and various covenants in and to the Contact Preferred Shares.

The Company has not generated significant revenues or cash flows from operations since inception and does not expect to do so for the foreseeable future.  Accordingly, Contact Gold is dependent on external financing, including the proceeds of future equity issuances or debt financing, to fund its activities.  Significant disruptions to capital market conditions should be expected to increase the risk that the Company can not finance its business.

A-20

CONTACT GOLD CORP.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months ended June 30, 2020 and 2019
(Expressed in Canadian dollars, unless otherwise noted—unaudited)

11.  MANAGEMENT OF CAPITAL AND FINANCIAL RISKS (continued)

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Contact Gold's credit risk is primarily attributable to its liquid financial assets. The Company limits exposure to credit risk and liquid financial assets through maintaining its cash with high credit quality banking institutions in Canada and the USA. The Company mitigates credit risk on these financial instruments by adhering to its investment policy that outlines credit risk parameters and concentration limits.  The balance of receivables due and  (in comparative periods) the Bonding Deposit, are with the Canadian and United States government, respectively. As at June 30, 2020, the balance of cash and cash equivalents held on deposit was $611,467 (December 31, 2019: 844,169). 

The Company has not experienced any losses in such amounts and believes the exposure to significant risks on its cash and cash equivalents in bank accounts is relatively limited.

Interest Rate Risk

Contact Gold is subject to interest rate risk with respect to its investments in cash. The Company's current policy is to invest cash at floating rates of interest, and cash reserves are to be maintained in cash and cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders. Fluctuations in interest rates when cash and cash equivalents mature impact interest income earned.

Fair Value Estimation

Except for the values of the Contact Preferred Shares (Notes 6 and 12(b)), and other non-current liabilities (Note 4(d)), the carrying value of the Company's financial assets and liabilities approximates their estimated fair value due to their short-term nature.

Market Risk - Foreign Exchange

The significant market risk to which the Company is exposed is foreign exchange risk. The results of the Company's operations are exposed to currency fluctuations. To date, the Company has raised funds entirely in Canadian dollars. The majority of the Company's exploration property expenditures will be incurred in United States dollars. The fluctuation of the Canadian dollar relation to the USD will consequently have an impact upon the financial results of the Company.

A 1% increase or decrease in the exchange rate of the US dollar against the Canadian dollar would result in a $980 increase or decrease respectively, in the Company's cash balance at June 30, 2020. The Company has not entered into any derivative contracts to manage foreign exchange risk at this time.

12.SUBSEQUENT EVENTS

d)2020 Public Offering

On August 6, 2020, pursuant to (i) a prospectus supplement (the "Prospectus Supplement") to a short form base prospectus (the "Shelf Prospectus") filed in October 2018 with the securities regulatory authorities in each of the provinces and territories of Canada, except Québec, and (ii) an offering statement filed on Form 1-A, which includes an offering circular (the "2020 Offering Statement"), pursuant to Regulation A under the Securities Act, filed with the SEC, the Company announced its intention to offer for sale Units of the Company. 

On August 10, 2020, the Company announced pricing and terms, proposing to raise in aggregate up to $15,000,000.  Pursuant to the 2020 Public Offering, each Prospectus Unit will consist of one Contact Share (a "Unit Share") and one-half of one Contact Share purchase warrant (each whole warrant, a "Prospectus Warrant"), with each Prospectus Warrant entitling the holder thereof to acquire one Contact Share at an exercise price of $0.27 for a period of 24 months following the closing date of the 2020 Public Offering (the "Closing Date").  The Company has granted the underwriter of the 2020 Public Offering an option (the "Over-Allotment Option"), exercisable in whole or in part, in the sole discretion of the underwriters, for a period of 30 days from and including the Closing Date, to purchase additional Prospectus Units, additional Contact Shares and/or additional Prospectus Warrants, in an aggregate amount not to exceed 15% of the Prospectus Units, Contact Shares or Prospectus Warrants sold pursuant to the 2020 Public Offering, on the same terms and at the same price as the Prospectus Units, Contact Shares and Prospectus Warrants sold under the 2020 Public Offering, to cover over-allotments, if any, and for market stabilization purposes.

A-21

CONTACT GOLD CORP.
Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months ended June 30, 2020 and 2019
(Expressed in Canadian dollars, unless otherwise noted—unaudited)

12.SUBSEQUENT EVENTS (continued)

a)    2020 Public Offering (continued)

The Underwriters and other broker-dealers will receive compensation for sales of the securities pursuant to the 2020 Public Offering at a fixed commission rate consisting of: (i) a cash fee of 6% of the gross proceeds (the "Cash Fee") and (ii) compensation warrants ("Broker Warrants"), exercisable at a price of $0.27 for a period of 24 months from the Closing Date to acquire the number of Contact Shares ("Broker Warrant Shares") equal to 6% of the Prospectus Units sold during the Offering (including with respect of any exercise of the Over-Allotment Option, except in respect of sales to certain purchasers, including certain current shareholders of Contact Gold mutually agreed to between Contact Gold and the underwriters (the "President's List") where 50% of the Cash Fee will be paid and 50% of the Broker Warrants will be issued in respect of any Prospectus Units sold to purchasers on the President's List.

The 2020 Public Offering is subject to regulatory approval and customary closing conditions. There can be no assurance that the 2020 Public Offering will be completed as proposed or at all.

e)On August 6, 2020,  the Company and Waterton Nevada executed the LOI whereunder it was agreed that the Company would redeem all or a portion of the currently outstanding Contact Preferred Shares pursuant to, and conditional upon, in particular the total aggregate amount of gross proceeds raised pursuant to the 2020 Public Offering.

Specifically, the LOI outlines the following:

• if a minimum of $10,000,000 is raised in the 2020 Public Offering:

a)Contact Gold will use a minimum of $5,000,000 of the proceeds to redeem a portion of the Contact Preferred Shares at the Redemption Amount (the "Cash Payment");

b)Waterton Nevada will purchase Contact Shares at $0.195 per share (the estimated offering price of a Unit Share) in an aggregate amount equal to the remaining balance of the Redemption Amount after the Cash Payment (the "Redemption Placement"); and

c)Contact Gold will use the proceeds of the Redemption Placement to redeem all of the remaining issued and outstanding Contact Preferred Shares.

• If less than $10,000,000 is raised in this 2020 Public Offering, Contact Gold has agreed to use commercially reasonable efforts to obtain all approvals (the "Approvals") and to effect an amendment to its Articles of Incorporation to amend the terms of the remaining Contact Preferred Shares (the "Article Amendments").
• If more than $3,000,000 and less than $10,000,000 is raised in the 2020 Prospectus Offering and Contact Gold fails to obtain the Approvals and effect the Article Amendments, Contact Gold has agreed to use 50% of the proceeds of the 2020 Prospectus Offering in excess of $3,000,000 to redeem a portion of the Contact Preferred Shares.

f)Contact Shares issued pursuant to Green Springs Option

In satisfaction of the first anniversary payment obligation under the Green Springs Option the Company issued  362,941 Contact Shares on July 23, 2020.  The Contact Shares issued were valued at USD$50,000 ($66,963).

g)Award of DSUs

On July 15, 2020, the Company awarded 207,446 DSUs to members of the Board with an aggregate fair value of $48,750.  DSUs granted under the Contact Gold Deferred Share Unit Plan, have no expiration date and are redeemable upon termination of service.

A-22

Exhibits

Index to Exhibits

Exhibit Number	Description
1.1	Underwriting Agreement
2.1(1)	Articles of Incorporation
2.2(1)	Bylaws
4.1	Subscription Agreement
4.2	Warrant Indenture
4.3	Broker Warrant Certificate
6.1(1)	Investor Rights Agreement, dated as of June 7, 2017
6.2(1)	Governance and Investor Rights Agreement, dated as of June 7, 2017
6.3(1)	Employment Agreement with Matthew Lennox-King, dated as of June 7, 2017
6.4(1)	Employment Letter with Andrew Farncomb, dated as of June 7, 2017
6.5(1)	Employment Agreement with John Wenger, dated as of June 7, 2017
6.8(1)	Employment Agreement with Vance Spalding, dated as of June 7, 2017
6.9(1)	Contact Gold Corp. 2017 Stock and Incentive Plan
6.10(1)	Contact Gold Corp. Deferred Share Unit Plan
6.11(1)	Contact Gold Corp. Restricted Share Unit Plan
6.12(1)	Restricted Stock Agreement with Vance Spalding, dated as of June 7, 2017
6.13(1)	Binding Letter of Intent with Waterton Nevada Splitter, LLC
7.1(1)	Plan of Arrangement with Winwell Ventures Inc. and Carlin Opportunities, dated as of December 8, 2016, as amended on January 31, 2017
7.2(1)	Amending Agreement #1 to Plan of Arrangement, dated January 31, 2017
7.3(1)	Securities Exchange Agreement with Waterton Nevada Splitter, LLC, Clover Nevada II LLC, Carlin Opportunities Inc. and Winwell Ventures Inc., dated as of December 8, 2016, as amended on January 31, 2017
7.4(1)	Amending Agreement #1 to Securities Exchange Agreement, dated January 31, 2017
10.1	Power of Attorney (included in signature page)
11.1	Consent of Ernst & Young LLP
11.2	Consent of Dorsey & Whitney LLP (included in Exhibit 12.1)
11.3	Consent of Vance Spalding, C.P.G.
11.4	Consent of John J. Read, C.P.G.
12.1	Opinion of Dorsey & Whitney LLP
13.1(2)	"Testing the waters" deck
13.2	Canadian Prospectus Supplement (amended and restated)
13.3(2)	Press Release dated August 6, 2020
13.4(1)	Canadian Base Shelf Prospectus
13.5(3)	Term Sheet
13.6(3)	Press Release dated August 10, 2020

⁽¹⁾ Previously filed on Form 1-A on April 10, 2019 (SEC File No. 024-10984) and incorporated herein by reference.

⁽²⁾ Previously filed on Form 1-A on August 6, 2020 (SEC File No. 024-11290) and incorporated herein by reference.

⁽³⁾ Previously filed on Form 1-A/A (Amendment No. 1) on August 10, 2020 (SEC File No. 024-11290) and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Province of British Columbia, on September 23, 2020.

CONTACT GOLD CORP.

By:/s/ John Wenger                                
Name: John Wenger
Title: Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Matthew Lennox-King and John Wenger, or any of them individually, as such person's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign this Offering Statement and any and all further amendments thereto , and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This offering statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Matthew Lennox-King                                                        Name: Matthew Lennox-King Title: Chief Executive Officer and Director (Principal Executive Officer)	Dated: September 23, 2020
/s/ John Wenger                                                                       Name: John Wenger Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	Dated: September 23, 2020
/s/ Andrew Farncomb                                                             Name: Andrew Farncomb Title: Senior Vice President and Director	Dated: September 23, 2020
/s/ John Dorward                                                                     Name: John Dorward Title: Director	Dated: September 23, 2020
/s/ George Salamis                                                                   Name: George Salamis Title: Director	Dated: September 23, 2020
/s/ Mark Wellings                                                                     Name: Mark Wellings Title: Director	Dated: September 23, 2020
/s/ Riyaz Lalani                                                                         Name: Riyaz Lalani Title: Director	Dated: September 23, 2020
/s/ Charlie (Richard) Davies                                                     Name: Charlie (Richard) Davies Title: Director	Dated: September 23, 2020

EX1A-1 UNDR AGMT

UNDERWRITING AGREEMENT

September 23, 2020

Contact Gold Corp.

Suite 1050, 400 Burrard Street

Vancouver, BC V6C 3A6

Canada

Attention:Mr. Matthew Lennox-King

President and Chief Executive Officer, Director

Dear Sirs/Mesdames:

Cormark Securities Inc. and its U.S. affiliate Cormark Securities (USA) Limited (together, the "Underwriter") hereby offers to purchase from Contact Gold Corp. (the "Corporation") and the Corporation hereby agrees to issue and sell to the Underwriter, upon and subject to the terms hereof, an aggregate of 67,500,000 units (the "Initial Units") on an underwritten basis at a price of $0.20 per Initial Unit (the "Offering Price") for an aggregate purchase price of $0.20. Each Initial Unit will consist of one share of common stock, par value US$0.001 per share, of the Corporation (the "Initial Unit Shares") and one half of one common stock purchase warrant (each whole common stock purchase warrant, an "Initial Unit Warrant"). Each Initial Unit Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances, one share of common stock, par value US$0.001 per share (an "Initial Warrant Share") at an exercise price of $0.27, on or before 4:30 p.m. (Vancouver time) on the date that is 24 months from the Closing Date (as defined herein).

Upon and subject to the terms and conditions contained herein, the Corporation hereby grants to the Underwriter an option (the "Over-Allotment Option") to purchase up to an additional 10,125,000 units (the "Additional Units") at a price of $0.20 per Additional Unit for the purposes of covering over-allotments and for market stabilization purposes. The Over-Allotment Option may be exercised in accordance with Section 17 hereof. Each Additional Unit will consist of one share of common stock, par value US$0.001 per share, of the Corporation (the "Additional Shares") and one half of one common stock purchase warrant (each whole common stock purchase warrant, an "Additional Warrant"). Each Additional Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances, one share of common stock, par value US$0.001 per share (an "Additional Warrant Share") at an exercise price of $0.27, on or before 4:30 p.m. (Vancouver time) on the date that is 24 months from the Closing Date. The Over-Allotment Option may be exercised by the Underwriter (i) to acquire Additional Units at the Offering Price, and/or (ii) to acquire Additional Shares at a price of $0.195 per Additional Share and/or (iii) to acquire Additional Warrants at a price of $0.01 per Additional Warrant (or $0.005 per one half of one Additional Warrant), so long as the aggregate number of Additional Shares and Additional Warrants which may be issued pursuant to the Over-Allotment Option does not exceed 10,125,000 Additional Shares and 5,062,500 Additional Warrants.

The Initial Units and the Additional Units are collectively referred to herein as the "Offered Units". The Initial Unit Shares and the Additional Shares are collectively referred to herein as the "Unit Shares". The Initial Unit Warrants and the Additional Warrants are collectively referred to herein as the "Unit Warrants". The Initial Warrant Shares and the Additional Warrant Shares are collectively referred to herein as the "Warrant Shares". The Offered Units, the Unit Shares, the Unit Warrants and the Warrant Shares are collectively referred to herein as the "Offered Securities".

The undersigned understand that the Corporation has prepared and filed with each of the Canadian Securities Commissions (as defined below) a preliminary short form base shelf prospectus dated September 28, 2018 (together with the Documents Incorporated by Reference (as defined below) therein, the "Canadian Preliminary Base Shelf Prospectus") and a final short form base shelf prospectus dated October 24, 2018 (together with the Documents Incorporated by Reference therein and any supplements or amendments thereto, the "Canadian Final Base Shelf Prospectus") in respect of up to $30,000,000 aggregate initial offering price of common shares, debt securities, subscription receipts, warrants and units of the Corporation, omitting the Shelf Information (as defined below) in accordance with National Instrument 44-101 - Short Form Prospectus Distributions ("NI 44-101") and National instrument 44-102 - Shelf Distributions ("NI 44-102", and, together with NI 44-101, the "Shelf Procedures") and that the Corporation has received a Dual Prospectus Receipt (as defined below) from the Commission, as principal regulator, representing the deemed receipt of each of the securities commissions or regulatory authorities (the "Canadian Securities Commissions") in each of the provinces and territories of Canada, except Québec (the "Qualifying Jurisdictions") pursuant to Multilateral Instrument 11-102 - Passport System and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (collectively, the "Passport System") for the Canadian Preliminary Base Shelf Prospectus on September 28, 2018 and for the Canadian Final Base Shelf Prospectus on October 24, 2018. The Corporation has also prepared and filed a preliminary prospectus supplement dated August 6, 2020 and amended and restated preliminary prospectus supplements dated August 10, 2020, August 31, 2020 and September 22, 2020, relating to the Offering (as defined below), which excluded certain pricing information, with the Canadian Securities Commissions, in accordance with the Shelf Procedures (collectively, including the Documents Incorporated by Reference therein, the "Canadian Preliminary Prospectus Supplement").

The Corporation shall, as soon as possible after the execution of this Agreement and on a basis acceptable to the Underwriter, acting reasonably, prepare and file, in accordance with the Shelf Procedures, with each of the Canadian Securities Commissions a final prospectus supplement setting forth the Shelf Information (including any Documents Incorporated by Reference therein and any supplements or amendments thereto, the "Canadian Prospectus Supplement"). The information, if any, included in the Canadian Prospectus Supplement that is omitted from the Canadian Final Base Shelf Prospectus for which a Dual Prospectus Receipt has been obtained from the Canadian Securities Commissions, but that is deemed under the Shelf Procedures to be incorporated by reference into the Canadian Final Base Shelf Prospectus as of the date of the Canadian Prospectus Supplement, is referred to herein as the "Shelf Information". The Canadian Preliminary Prospectus Supplement, together with the Canadian Final Base Shelf Prospectus, is hereinafter called the "Canadian Preliminary Prospectus". The term "Canadian Prospectus" shall refer to the Canadian Final Base Shelf Prospectus, as supplemented by the Canadian Prospectus Supplement. Any amendment to the Canadian Prospectus, and any amended or supplemented prospectus or auxiliary material, information, evidence, return, report, application, statement or document that may be filed by or on behalf of the Corporation under the Canadian Securities Laws at any time on or prior to the end of the period from the date hereof through and including the Closing Date (as defined below), where such material is deemed to be incorporated by reference into any such document, is referred to herein collectively as the "Supplementary Material". Any reference herein to any "amendment" or "supplement" to the Preliminary Offering Circular (as defined herein), the Final Offering Circular (as defined herein), the Canadian Final Base Shelf Prospectus, the Canadian Preliminary Prospectus or the Canadian Prospectus shall be deemed to refer to and include (i) the filing of any document with the Canadian Securities Commissions or the SEC after the date of any such document, as the case may be, which is incorporated therein by reference or is otherwise deemed to be a part thereof or included therein by the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or the Canadian Securities Laws and (ii) any such document so filed.

- 2 -

The Corporation has filed with the Securities and Exchange Commission (the "SEC") an offering statement on Form 1-A, as amended (No. 024-11290) (collectively, with the various parts of such offering statement, each as amended as of the Qualification Date for such part, including any offering circular and all exhibits to such offering statement, the "Offering Statement") relating to the Qualified Securities pursuant to Regulation A under the U.S. Securities Act, and the other applicable rules and regulations thereunder (including Regulation A, the "U.S. Securities Act Regulations").  The Corporation shall use its best efforts, as soon as possible after the execution of this Agreement and on a basis acceptable to the Underwriter, acting reasonably, to have the offering statement qualified under the U.S. Securities Act by the SEC. 

The Corporation and the Underwriter agree that (i) any offers or sales of the Offered Units, Additional Shares or Additional Warrants in Canada will be conducted through the Underwriter, or one or more affiliates of the Underwriter, duly registered in compliance with applicable Canadian Securities Laws; and (ii) any offers or sales of the Offered Units, Additional Shares or Additional Warrants in the United States will be conducted through the Underwriter, or one or more affiliates of the Underwriter, duly registered as a broker-dealer in compliance with applicable U.S. Securities Laws and the requirements of the Financial Industry Regulatory Authority, Inc. ("FINRA").

In consideration of the agreement on the part of the Underwriter to purchase the Offered Units and in consideration of the services rendered and to be rendered by the Underwriter hereunder, the Corporation agrees to pay to the Underwriter, at the Closing Time (as hereinafter defined) and at the Option Closing Time (as hereinafter defined), if any, a cash fee equal to 6.0% of the aggregate gross proceeds of the Offering on all orders excluding President's List Orders (as defined herein) (the "Full Fee") and 3.0% of the aggregate gross proceeds of the Offering on all President's List Orders (the "President's List Fee" and, collectively with the Full Fee, the "Underwriting Fee"). The Corporation shall also issue to the Underwriter that number of broker warrants (the "Broker Warrants") equal to (i) 6.0% of the aggregate number of Offered Units sold (including, for greater certainty, Additional Units sold and, in the event that the Over-Allotment Option is exercised solely for Additional Shares, 6.0% of the Additional Shares sold), excluding Offered Units, Additional Shares and Additional Warrants sold pursuant to President's List Orders, and (ii) 3.0% of the aggregate number of Offered Units sold (including, for greater certainty, Additional Units sold and, in the event that the Over-Allotment Option is exercised solely for Additional Shares, 3.0% of the Additional Shares sold) pursuant to President's List Orders. Each Broker Warrant shall entitle the holder thereof to acquire one Common Share (as herein defined) at an exercise price of $0.27 for a period of 24 months from the Closing Date. In accordance with FINRA Rule 5110(e)(1), neither the Broker Warrants nor the Broker Warrant Shares (as defined herein) may be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the Qualification Date or commencement of sales of this Offering, except to any underwriter and selected dealer participating in the Offering and their bona fide officers or partners and except as otherwise provided for in FINRA Rule 5110(e)(2).  The obligation of the Corporation to pay the Underwriting Fee and execute and deliver the Broker Warrant Certificates (as defined herein) shall arise at the Closing Time (and any Option Closing Time) and the payment of the Underwriting Fee will be reflected by the Underwriter making payment of the gross proceeds of the sale of the Initial Units, and/or in the case of any Option Closing the Additional Units, the Additional Shares and/or the Additional Warrants, as the case may be, to the Corporation less the amount of the Underwriting Fee.

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This Agreement shall be subject to the following terms and conditions:

TERMS AND CONDITIONS

Section 1Interpretation

(1)Definitions

Where used in this Agreement or in any amendment hereto, the following terms shall have the following meanings, respectively:

"Additional Shares" has the meaning given to it in the second paragraph of this Agreement;

"Additional Units" has the meaning given to it in the second paragraph of this Agreement;

"Additional Warrants" has the meaning given to it in the second paragraph of this Agreement;

"Additional Warrant Share" has the meaning given to it in the second paragraph of this Agreement;

"affiliate" has the meaning given to it in Applicable Securities Laws;

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"Agreement" means this agreement resulting from the acceptance by the Corporation of the offer made by the Underwriter hereunder, as the same may be amended or supplemented from time to time;

"Agreements and Instruments" has the meaning given to it in Section 8(29);

"AIF" means the Corporation's annual information form for the fiscal year ended December 31, 2019;

"Applicable Securities Laws" means the Canadian Securities Laws and the U.S. Securities Laws;

"Applicable Time" means 9:00 a.m., Eastern time, on the date of this Agreement;

"Broker Securities" means, collectively, the Broker Warrants and the Broker Warrant Shares;

"Broker Warrant Certificates" means the certificates representing the Broker Warrants and containing the terms thereof;

"Broker Warrant Shares" means the Common Shares issuable upon the exercise of the Broker Warrants;

"Broker Warrants" has the meaning given to it in the eighth paragraph of this Agreement;

"Business Day" means any day, other than a Saturday or Sunday, on which banks are open for business in Vancouver, British Columbia and New York, New York;

"Canadian Final Base Shelf Prospectus" has the meaning given to it in the fourth paragraph of this Agreement;

"Canadian Financial Statements" means, collectively, the audited annual consolidated financial statements of the Corporation for the years ended December 31, 2019, 2018 and 2017 and the condensed interim consolidated financial statements of the Corporation as at and for the three months ended March 31, 2020, in each case prepared in accordance with U.S. GAAP, included in the Documents Incorporated by Reference, including the notes to such statements and, with respect to the annual financial statements, the related auditors' report on such statements;

"Canadian Offering Documents" means each of the Canadian Preliminary Prospectus, the Canadian Prospectus and any Marketing Documents;

"Canadian Preliminary Base Shelf Prospectus" has the meaning given to it in the fourth paragraph of this Agreement;

"Canadian Preliminary Prospectus" has the meaning given to it in the fifth paragraph of this agreement;

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"Canadian Preliminary Prospectus Supplement" has the meaning given to it in the fourth paragraph of this agreement;

"Canadian Prospectus" has the meaning given to it in the fifth paragraph of this Agreement;

"Canadian Prospectus Supplement" has the meaning given to it in the fifth paragraph of this Agreement;

"Canadian Securities Commissions" has the meaning given to it in the fourth paragraph of this Agreement;

"Canadian Securities Laws" means all applicable securities laws of each of the Qualifying Jurisdictions and the respective rules and regulations under such laws together with applicable published national, multilateral and local policy statements, instruments, notices, blanket orders and rulings of the Canadian Securities Commissions;

"Cede & Co." means Cede & Co., as nominee of DTC, or its registered assigns;

"CDS" means the CDS Clearing and Depository Services Inc.;

"CDSX" means the settlement and clearing system of CDS Clearing and Depository Services Inc. for equity and debt securities in Canada;

"Closing Date" has the meaning given to it in Section 15;

"Closing Time" has the meaning given to it in Section 15;

"Commission" means the British Columbia Securities Commission;

"Common Shares" means the common stock, par value US$0.001 per share of the Corporation;

"Corporation" means Contact Gold Corp.;

"Depository" means DTC and Cede & Co. in the United States or CDSX in Canada or such other person as is designated in writing by the Corporation to act as depository in respect of the Warrants;

"Distribution" means "distribution" or "distribution to the public" as those terms are defined in Canadian Securities Laws;

"Documents Incorporated by Reference" means all interim and annual financial statements, management's discussion and analysis, business acquisition reports, management information circulars, annual information forms, material change reports, Marketing Documents and other documents that are or are required by Applicable Securities Laws to be incorporated by reference into the Offering Documents, as applicable;

"DTC" means the Depository Trust Corporation;

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"Dual Prospectus Receipt" means the receipt issued by the Commission, which is deemed to also be a receipt of the other Canadian Securities Commissions and evidence of the receipt of the Ontario Securities Commission pursuant to Multilateral Instrument 11-102 - Passport System and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions, for the Canadian Preliminary Base Shelf Prospectus, the Canadian Final Base Shelf Prospectus and any Supplementary Material, as the case may be;

"EDGAR" means the SEC's Electronic Document Gathering and Retrieval System;

"Emerging Growth Company" has the meaning given to it in Section 8(52);

"Employee Plans" has the meaning given to it in Section 8(44);

"Environmental Laws" has the meaning given to it in Section 8(23);

"FINRA" has the meaning given to it in the seventh paragraph of this Agreement

"Final Offering Circular" means the final offering circular relating to the public offering of the Offered Units as filed with the SEC pursuant to Regulation A;

"Foreign Corruption Laws" has the meaning given to it in Section 8(48);

"Full Fee" has the meaning given to it in the eighth paragraph of this Agreement;

"Governmental Licenses" has the meaning given to it in Section 8(24);

"Green Springs Option Agreement" means the purchase option agreement dated July 23, 2019 entered into among the Corporation, the Material Subsidiary, DHI Minerals (US) Ltd. and Nevada Select Royalty Inc. (the latter two of which are wholly-owned subsidiaries of Ely Gold Royalties Inc.);

"Hazardous Materials" has the meaning given to it in Section 8(23);

"Indemnified Party" has the meaning given to it in Section 10(1);

"Initial Units" has the meaning given to it in the first paragraph of this Agreement;

"Initial Unit Shares" has the meaning given to it in the first paragraph of this Agreement;

"Initial Unit Warrant" has the meaning given to it in the first paragraph of this Agreement;

"Initial Warrant Share" has the meaning given to it in the first paragraph of this Agreement;

"Investor Presentation" means the investor presentation, dated August 2020, prepared by the Corporation for use in connection with the Offering;

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"ITA" means the Income Tax Act (Canada), as amended;

"Marketing Documents" means any marketing materials, including any Testing-the-Waters Communication approved by the Corporation and/or the Underwriter in accordance with Applicable Securities Laws and used in connection with the Offering, including, without limitation, the Investor Presentation and the Term Sheet, and including any amendments thereto;

"marketing materials" has the meaning given to it in NI 41-101;

"Material Adverse Effect" means any event, change, fact or state of being which could reasonably be expected to have a material and adverse effect on the business, affairs, capital, operation, permits, contractual arrangements, assets, management, condition (financial or otherwise), business prospects, financial position, shareholders' equity, results of operations, liabilities (absolute, accrued, contingent or otherwise) or properties of the Corporation and its consolidated interest in the Subsidiaries, taken as a whole;

"material change" means a material change in or relating to the Corporation for the purposes of Applicable Securities Laws or any of them, or where undefined under the Applicable Securities Laws of an Offering Jurisdiction means (i) a change in the business, operations or capital of the Corporation and its subsidiaries taken as a whole that would reasonably be expected to have a significant effect on the market price or value of any securities of the Corporation, or (ii) a decision to implement such a change made by the board of directors of the Corporation or other persons acting in a similar capacity or by senior management who believe that confirmation of the decision by the board of directors or other persons acting in a similar capacity of the Corporation is probable;

"Material Contracts" has the meaning given to it in Section 8(26);

"material fact" means a material fact for the purposes of Applicable Securities Laws or any of them, or where undefined under the Applicable Securities Laws of an Offering Jurisdiction means a fact that would reasonably be expected to have a significant effect on the market price or value of any securities of the Corporation;

"Material Properties" means the mineral property described in the Offering Documents as the Pony Creek Project located in Elko County, Nevada, United States of America (the "Pony Creek Project") and the mineral property described in the Offering Documents as the Green Springs Project located in White Pine County, Nevada, United States of America (the "Green Springs Project");

"Material Subsidiary" means Clover Nevada II LLC;

"Mining Rights" means prospecting, exploration and mining rights, as applicable, relating to the Material Properties;

"misrepresentation" means a misrepresentation for the purposes of the Applicable Securities Laws or any of them, or where undefined under the Applicable Securities Laws of an Offering Jurisdiction means: (i) an untrue statement of a material fact, or (ii) an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made;

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"Money Laundering Laws" has the meaning given to it Section 8(48);

"NI 41-101" means National Instrument 41-101 - General Prospectus Requirements;

"NI 43-101" means National Instrument 43-101 - Standards of Disclosure for Mineral Projects;

"NI 44-101" means National Instrument 44-101 - Short Form Prospectus Distributions;

"NI 44-102" means National Instrument 44-102 - Shelf Distributions;

"NI 51-102" means National Instrument 51-102 - Continuous Disclosure Obligations;

"OFAC" has the meaning given to it in Section 8(50);

"Offered Units" has the meaning given to it in the third paragraph of this Agreement;

"Offered Securities" has the meaning given to it in the third paragraph of this Agreement;

"Offering" means the sale by the Corporation and the purchase by the Underwriter of Offered Units pursuant to this Agreement;

"Offering Documents" means the Canadian Offering Documents and the U.S. Offering Documents;

"Offering Jurisdictions" means the United States and the Qualifying Jurisdictions;

"Offering Price" has the meaning given to it in the first paragraph of this Agreement;

"Offering Statement" has the meaning given to it in the sixth paragraph of this Agreement;

"Option Closing Date" has the meaning given to it in Section 17(1);

"Option Closing Time" has the meaning given to it in Section 17(1);

"Over-Allotment Option" has the meaning given to it in the second paragraph of this Agreement;

"Passport System" has the meaning given to it in the fourth paragraph of this Agreement;

"Preliminary Offering Circular" means any preliminary offering circular relating to the Offered Units included in the offering statement pursuant to Regulation A;

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"President's List Fee" has the meaning given to it in the eighth paragraph of this Agreement;

"President's List Orders" means certain sales of Offered Units to mutually agreed upon Purchasers, which shall not exceed, in aggregate, $2,000,000 unless agreed to by the Corporation and the Underwriter,

"Pricing Disclosure Package" means the most recent Preliminary Offering Circular filed prior to the Applicable Time and the materials identified in Schedule "E" hereto;

"Principals" has the meaning given to it in Section 8(15);

"Purchasers" means, collectively, each of the purchasers of the Offered Units, Additional Shares and/or Additional Warrants arranged by the Underwriter pursuant to the Offering;

"Qualification Date" means the date as of which the Offering Statement was or will be qualified with the SEC pursuant to Regulation A, the U.S. Securities Act and the U.S. Securities Act Regulations;

"Qualified Purchaser" means "qualified purchaser" as defined in Rule 256 of Regulation A;

"Qualifying Jurisdictions" has the meaning given to it in the fourth paragraph of this Agreement;

"Qualified Securities" means the Offered Securities, the Broker Warrants and the Broker Warrant Shares;

"Regulation A" means Regulation A under the U.S. Securities Act;

"Repayment Event" has the meaning given to it in Section 8(29);

"SEC" has the meaning given to it in the sixth paragraph of this Agreement;

"SEDAR" means the System for Electronic Document Analysis and Retrieval;

"Selling Firm" has the meaning given to it in Section 2(1);

"Shelf Information" has the meaning given to it in the fifth paragraph of this Agreement;

"Shelf Procedures" has the meaning given to it in the fourth paragraph of this Agreement;

"Subscription Agreement" means the subscription agreement in substantially the form attached hereto as Schedule "G";

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"Subsidiaries" means, together, the Material Subsidiary and Carlin Opportunities Inc., and "Subsidiary" means any one of them;

"Supplementary Material" has the meaning given to it in the fifth paragraph of this Agreement;

"template version" has the meaning ascribed to such term in NI 41-101 and includes any revised template version of marketing materials as contemplated by NI 41-101;

"Term Sheet" means the term sheet describing the Offering, in the form agreed to by the Corporation and the Underwriter, as may be amended from time to time;

"Testing-the-Waters Communication" means any oral (including video) or written (including electronic) communication with potential investors undertaken in reliance on Rule 255 of Regulation A;

"TSXV" means the TSX Venture Exchange;

"Underwriter" has the meaning given to it in the first paragraph of this Agreement;

"Underwriter's Expenses" has the meaning given to it in Section 18;

"Underwriter's Information" means information furnished by the Underwriter with respect to the Underwriter in connection with the Offering and consists of the following information: (i) under the caption "Underwriting" in the Preliminary Offering Circular, the Pricing Disclosure Package and the Final Offering Circular: the statements set forth in the second and third sentences in the first paragraph under the "Stabilization" subheading; and (ii) under the caption "Plan of Distribution" in the Canadian Prospectus Supplement, the first and second sentences in the first paragraph under "Market Stabilization Activities" subheading, in each case, regarding stabilization (but only to the extent such statements relate to the Underwriter);

"Underwriting Fee" has the meaning given to it in the eighth paragraph of this Agreement;

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended;

"U.S. Exchange Act Regulations" means the rules and regulations under the U.S. Exchange Act;

"U.S. Financial Statements" means, collectively, the audited annual consolidated financial statements of the Corporation for the years ended December 31, 2019, 2018 and 2017 and the condensed interim consolidated financial statements of the Corporation as at and for the three months ended March 31, 2020, in each case prepared in accordance with U.S. GAAP, included in the Pricing Disclosure Package, including the notes to such statements and, with respect to the audited annual financial statements, the related auditors' report on such statements, as applicable;

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"U.S. GAAP" means United States Generally Accepted Auditng Principles;

"U.S. Offering Documents" means the Offering Statement, the Preliminary Offering Circular, the Final Offering Circular and any Testing-the-Waters Communications;

"U.S. Securities Act" has the meaning given to it in the fifth paragraph of this Agreement;

"U.S. Securities Act Regulations" has the meaning given to it in the sixth paragraph of this Agreement;

"U.S. Securities Laws" means all applicable United States securities laws, including, without limitation, the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder;

"Unit Shares" has the meaning given to it in the third paragraph of this Agreement;

"Unit Warrants" has the meaning given to it in the third paragraph of this Agreement;

"United States" means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

"Warrant Agent" means Computershare Trust Company of Canada, in its capacity as warrant agent in respect of the Unit Warrants, at its principal office in Vancouver, British Columbia;

"Warrant Indenture" means the warrant indenture to be entered into on the Closing Date between the Warrant Agent and the Corporation in relation to the Unit Warrants, as amended from time to time;

"Warrant Shares" has the meaning given to it in the third paragraph of this Agreement;

"Waterton" means Waterton Nevada Splitter, LLC; and

"Waterton LOI" means the binding letter agreement between the Corporation and Waterton, dated August 6, 2020 regarding the redemption of the Preferred Stock or an amendment to the terms of the Preferred Stock.

(2)Capitalized terms used but not defined herein have the meanings ascribed to them in the Canadian Prospectus.

(3)Any reference in this Agreement to a Section or Subsection shall refer to a section or subsection of this Agreement.

(4)All words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties referred to in each case required and the verb shall be construed as agreeing with the required word and/or pronoun.

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(5)Any reference in this Agreement to "$" or to "dollars" shall refer to the lawful currency of Canada, unless otherwise specified.

(6)The following are the schedules to this Agreement, which schedules are deemed to be a part hereof and are hereby incorporated by reference herein:

Schedule "A" - Matters to be Addressed in the Corporation's U.S. Corporate Opinion

Schedule "B" - Matters to be Addressed in the Corporation's Canadian Counsel Opinion

Schedule "C" - Matters to be Addressed in the Corporation's U.S. Counsel Opinion

Schedule "D" - Form of Lock-Up Agreement

Schedule "E" - Pricing Information

Schedule "F" - Testing-the-Waters Communications

Schedule "G" - Subscription Agreement

Section 2Distribution of the Offered Units

(1)The Underwriter shall be permitted to appoint additional investment dealers or brokers (each, a "Selling Firm") as its agents in the Offering (at no additional cost to the Corporation) and the Underwriter agrees with the Corporation to pay any such Selling Firm 50% of the Underwriting Fee and deliver 50% of the Broker Warrants otherwise payable or deliverable, respectively, to the Underwriter in respect of any sales made by such Selling Firm. The Underwriter may offer the Offered Units, Additional Shares and Additional Warrants, directly and through Selling Firms or any affiliate of the Underwriter, in the Offering Jurisdictions for sale to the public only in accordance with Applicable Securities Laws and in any jurisdiction outside of the Offering Jurisdictions (subject to Section 7 hereof) to purchasers permitted to purchase the Offered Units, Additional Shares or Additional Warrants only in accordance with Applicable Securities Laws and applicable securities laws in such jurisdiction, and upon the terms and conditions set forth in the Offering Documents and in this Agreement. The Underwriter shall require any Selling Firm appointed by the Underwriter to agree to the foregoing and the Underwriter shall be responsible for the compliance by such Selling Firm with the provisions of this Agreement.

(2)For purposes of this Section 2, the Underwriter shall be entitled to assume that the Offered Units, Additional Shares and Additional Warrants are qualified for Distribution in any Qualifying Jurisdiction where a Dual Prospectus Receipt shall have been obtained following the filing of the Canadian Final Prospectus, unless otherwise notified in writing by the Corporation.

(3)The Underwriter shall promptly notify the Corporation when, in its opinion, the Distribution of the Offered Units, Additional Shares or Additional Warrants has ceased and will provide to the Corporation, as soon as practicable thereafter, a breakdown of the number of Offered Units, Additional Shares and Additional Warrants distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Canadian Securities Commissions and, if applicable, in the United States.

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(4)The Underwriter shall not, in connection with the services provided hereunder, make any representations or warranties with respect to the Corporation or its securities, other than as set forth in the Offering Documents or in any Marketing Documents.

(5)The Underwriter acknowledges that the Corporation is not taking any steps to qualify the Offered Units, Additional Shares or Additional Warrants for Distribution or register the Offered Units, Additional Shares or Additional Warrants or the Distribution thereof with any securities authority outside of the Offering Jurisdictions and will not, directly or indirectly, solicit offers to purchase or sell the Offered Units, Additional Shares or Additional Warrants or deliver any Offering Documents to Purchasers so as to require registration or qualification of the Offered Units, Additional Shares or Additional Warrants or the filing of a prospectus, offering statement or registration statement with respect to the Offered Units, Additional Shares or Additional Warrants under the laws of any jurisdiction other than the Offering Jurisdictions.

Section 3Preparation of Prospectus and Offering Statement; Due Diligence

(1)During the period of the Distribution of the Offered Units, Additional Shares or Additional Warrants, the Corporation shall co-operate in all respects with the Underwriter to allow and assist the Underwriter to participate fully in the preparation of, and allow the Underwriter to approve the form and content of, the Canadian Preliminary Prospectus Supplement, the Preliminary Offering Circular, the Canadian Prospectus Supplement, the Final Offering Circular, the Subscription Agreement and any Testing-the-Waters Communication and shall allow the Underwriter to conduct all "due diligence" investigations which the Underwriter may reasonably require to fulfill the Underwriter's obligations under Applicable Securities Laws as an underwriter and, in the case of the Canadian Preliminary Prospectus Supplement, the Canadian Prospectus Supplement and the Supplementary Material, to enable the Underwriter responsibly to execute any certificate required to be executed by the Underwriter.

(2)Without limiting the generality of clause (1) above, during the Distribution of the Offered Units, Additional Shares or Additional Warrants:

(a)the Corporation shall prepare, in consultation with the Underwriter, and shall approve in writing, prior to the time that any such marketing materials are provided to potential Purchasers, a template version of any marketing materials reasonably requested to be provided by the Underwriter to any such potential Purchasers, and such marketing materials shall comply with Applicable Securities Laws and shall be acceptable in form and substance to the Underwriter and its counsel, acting reasonably;

(b)the Underwriter shall approve a template version of any such marketing materials in writing prior to the time that such marketing materials are provided to potential Purchasers;

(c)the Corporation shall file a template version of any such marketing materials on SEDAR and on EDGAR as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the Underwriter and in any event on or before the day the marketing materials are first provided to any potential Purchaser, and any comparables shall be removed from the template version in accordance with NI 44-101 prior to filing such on SEDAR (provided that if any such comparables are removed, the Corporation shall deliver a complete template version of any such marketing materials to the Commission), and the Corporation shall provide a copy of such filed template version to the Underwriter as soon as practicable following such filing; and

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(d)following the approvals and filings set forth in Sections 3(2)(a) to (c) above, the Underwriter may provide a limited use version of such marketing materials to potential Purchasers in accordance with Applicable Securities Laws.

(3)Each of the Corporation and the Underwriter covenants and agrees not to provide any potential Purchaser with any marketing materials except for marketing materials which have been approved as contemplated in Section 3(2).

Section 4Filing and Qualification of Offering Statement

(1)The offering statement as originally filed, and each amendment thereto, conformed, and the Offering Statement will conform, in all material respects with the requirements of Regulation A, the U.S. Securities Act and the U.S. Securities Act Regulations; no stop order of the SEC preventing or suspending the qualification or use of the offering statement, as amended to the date hereof, has been issued, and no proceedings for such purpose have been instituted, or, to the Corporation's knowledge, are contemplated by the SEC. The Final Offering Circular will be filed with the SEC within the time period required under Regulation A.

(2)Each Preliminary Offering Circular, as of the filing date thereof, complied, and the Final Offering Circular will, as of the filing date thereof, comply, in all material respects with the requirements of Regulation A, the U.S. Securities Act and the U.S. Securities Act Regulations.

(3)The Offering Statement, at the Qualification Date and as at the Closing Date and any Option Closing Date, will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Corporation makes no representation or warranty with respect to any statement contained in or omitted from the Offering Statement in reliance upon and in strict conformity with the Underwriter's Information.

(4)The Preliminary Offering Circular does not, and the Final Offering Circular will not, as of the applicable filing date and on the Closing Date and on any Option Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Corporation makes no representation or warranty with respect to any statement contained in or omitted from the Preliminary Offering Circular or the Final Offering Circular in reliance upon and in strict conformity with the Underwriter's Information.

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(5)As of the Applicable Time, the Pricing Disclosure Package will not, and at the time of each sale of Offered Units, Additional Shares or Additional Warrants and on the Closing Date and any Option Closing Date, the Pricing Disclosure Package will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; as of its issue date or date of first use and at all subsequent times through the Applicable Time, each Testing-the-Waters Communication did not, and at the time of each sale of Offered Units, Additional Shares or Additional Warrants and on the Closing Date and any Option Closing Date, each such Testing-the-Waters Communication will not, in each case when considered together with the Pricing Disclosure Package, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Corporation makes no representation or warranty with respect to any statement contained in or omitted from the Pricing Disclosure Package in reliance upon and in strict conformity with the Underwriter's Information.

(6)The Corporation will use its best efforts to ensure that:

(a)the Offering Statement will be qualified under the U.S. Securities Act as soon as possible after the execution of this Agreement;

(b)no stop order suspending the qualification or use of the Offering Statement will have been issued under the U.S. Securities Act at or prior to the Applicable Time, the Closing Time and any Option Closing Time;

(c)no order suspending the Regulation A exemption with respect to the offering of the Offered Units, the Additional Shares and the Additional Warrants will have been issued under Rule 258 of Regulation A on or prior to the Applicable Time, Closing Time and any Option Closing Time;

(d)no proceedings for any such purpose will have been instituted or be pending or, to the knowledge of the Corporation, contemplated or threatened by the SEC on or prior to the Applicable Time, the Closing Time and any Option Closing Time; and

(e)the Corporation complies to the SEC's satisfaction with any request on the part of the SEC for additional information with respect to the Offering Statement on or prior to the Closing Time and any Option Closing Time.

(7)Except for the Testing-the-Waters Communications identified in Schedule "F" hereto, the Corporation has not prepared, used or referred to, and will not, without the prior consent of the Underwriter, prepare, use or refer to, any Testing-the-Waters Communication.

(8)Each Testing-the-Waters Communication, if any, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Units, Additional Shares and Additional Warrants did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Offering Statement, including any document incorporated by reference therein that has not been superseded or modified.

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(9)Each Preliminary Offering Circular, the Final Offering Circular and any Testing the-Waters Communications (to the extent any such Testing-the-Waters Communication was required to be filed with the SEC) delivered to the Underwriter for use in connection with the public offering of the Offered Units, the Additional Shares and the Additional Warrants contemplated herein have been and will be identical to the versions of such documents transmitted to the SEC for filing via the Electronic Data Gathering Analysis and Retrieval System ("EDGAR"), except to the extent permitted by Regulation S-T.

(10)The Corporation (i) has not alone engaged in any Testing-the-Waters Communications other than Testing-the-Waters Communications disclosed to or undertaken with the consent of the Underwriter and (ii) has not authorized anyone other than the Underwriter or any Selling Firm to engage in Testing-the-Waters Communications.  Each Testing-the-Waters Communication used by the Corporation (i) at the time of each use thereof, met the requirements of, and was used by the Corporation in compliance with, Rule 255 of Regulation A, and (ii) has been or will be filed as an exhibit to the Offering Statement as required by Item 17 of Form 1-A. 

(11)The Offering Statement shall have become qualified not later than 5:00 p.m., Toronto time, on the Qualification Date, or such later time and date as the Underwriter shall approve.

(12)No amendment or supplement to the Offering Statement, the Final Offering Circular or any document in the Pricing Disclosure Package shall have been filed to which the Underwriter shall have objected in writing prior to such filing.

(13)Prior to the Closing Date and any Option Closing Date (i) no stop order suspending the qualification of the Offering Statement, no order under Rule 258 of Regulation A suspending the Regulation A exemption with respect to the offering of the Offered Units, Additional Shares and Additional Warrants and no order preventing or suspending the use of the Final Offering Circular or any document in the Pricing Disclosure Package shall have been issued, and no proceedings for any such purpose shall have been initiated or threatened, by the SEC, and no suspension of the qualification of the Offered Units, Additional Shares and Additional Warrants for offering or sale in any jurisdiction, or the initiation or threatening of any proceedings for any of such purposes, shall have occurred; (ii) all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Underwriter; (iii) the Offering Statement shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iv) the Final Offering Circular and the Pricing Disclosure Package shall not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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(14)All filings with the SEC required by Rule 253 of Regulation A to have been filed by the Closing Date and any Option Closing Date shall have been made within the applicable time period prescribed for such filing by such Rule.

Section 5Material Changes

(1)During the period from the date of this Agreement to the completion of the Distribution of the Offered Units, Additional Shares or Additional Warrants the Corporation covenants and agrees with the Underwriter that it shall promptly notify the Underwriter in writing of:

(a)any material change (actual, anticipated, contemplated or threatened) in or relating to the business, affairs, operations, assets (including contractual arrangements), liabilities (contingent or otherwise), capital or ownership of the Corporation and its Subsidiaries taken as a whole;

(b)any material fact which has arisen or been discovered and would have been required to have been stated in any of the Offering Documents had the fact arisen or been discovered on or prior to the date of such document;

(c)any change in any material fact (which for purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Canadian Offering Documents, as they exist immediately prior to such change, which fact or change is, or may reasonably be expected to be, of such a nature as to render any statement in such Canadian Offering Documents, as they exist taken together in their entirety immediately prior to such change, misleading or untrue in any material respect or which would result in the Canadian Offering Documents, as they exist immediately prior to such change, containing a misrepresentation or which would result in the Canadian Offering Documents, as they exist immediately prior to such change, not complying with the laws of any Qualifying Jurisdiction in which the Offered Units, Additional Shares or Additional Warrants are to be offered for sale or which change would reasonably be expected to have a significant effect on the market price or value of any securities of the Corporation; or

(d)the occurrence of any event as a result of which the U.S. Offering Documents, in each case as amended immediately prior to such occurrence, would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.

(2)The Underwriter agrees, and will require each Selling Firm to agree, to cease the Distribution of the Offered Units, Additional Shares and Additional Warrants upon the Underwriter receiving written notification of any change or material fact with respect to any Offering Document contemplated by this Section 5 and to not recommence the Distribution of the Offered Units, Additional Shares or Additional Warrants until Supplementary Materials or an amended Preliminary Offering Circular disclosing such change are filed in such Offering Jurisdiction.

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(3)The Corporation shall, to the reasonable satisfaction of the Underwriter's counsel, promptly comply with all applicable filing and other requirements under Applicable Securities Laws whether as a result of such change, material fact or otherwise; provided that the Corporation shall not file any Supplementary Material, amendment to the Preliminary Offering Circular or other document without first providing the Underwriter with a copy of such Supplementary Material, amendment to the Preliminary Offering Circular or other document and consulting with the Underwriter with respect to the form and content thereof. 

(4)If during the Distribution of the Offered Units, Additional Shares or Additional Warrants there is any change in any Applicable Securities Laws, which, in the opinion of the Underwriter, results in a requirement to file Supplementary Material or an amendment to the Preliminary Offering Circular, the Corporation shall, to the reasonable satisfaction of the Underwriter's counsel and subject to the proviso in clause (2) above, make any such filing under Applicable Securities Laws as soon as possible. 

(5)The Corporation shall in good faith discuss with the Underwriter any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 5.

Section 6Deliveries to the Underwriter

(1)The Corporation shall deliver or cause to be delivered to the Underwriter, forthwith:

(a)copies of the Canadian Preliminary Prospectus, the Canadian Prospectus and any Marketing Documents duly signed as required by the laws of all of the Qualifying Jurisdictions;

(b)copies of the Preliminary Offering Circular and the Final Offering Circular, in each case signed as required by the U.S. Securities Act and U.S. Securities Act Regulations and any documents included as exhibits to any such offering circular;

(c)copies of any Supplementary Material required to be filed under Section 5 hereof, duly signed as required by the laws of the Qualifying Jurisdictions; and

(d)any amendment to the offering circular required to be filed under Section 5 hereof, signed as required by the U.S. Securities Act and U.S. Securities Act Regulations and any documents included as exhibits to such amendment.

(2)The Corporation shall forthwith cause to be delivered to the Underwriter in such cities in the Offering Jurisdictions as they may reasonably request, without charge, such numbers of commercial copies of the Canadian Preliminary Prospectus and the Canadian Prospectus and the Preliminary Offering Circular and the Final Offering Circular, excluding in each case the Documents Incorporated by Reference, as the Underwriter shall reasonably require. The Corporation shall similarly cause to be delivered to the Underwriter commercial copies of any Supplementary Materials, excluding in each case the Documents Incorporated by Reference, or any amendment to the Final Offering Circular. The Corporation agrees that such deliveries shall be effected as soon as possible and, in any event, in Toronto and New York with respect to the Canadian Prospectus, any Supplementary Material, the Final Offering Circular and any amendment to the Final Offering Circular by 12:00 noon E.S.T. on the Business Day following the filing of the Canadian Prospectus, Supplementary Material, the Final Offering Circular or amendment to the Final Offering Circular and in all other cities by 12:00 noon local time, on the next Business Day, or such later times and at such other places as agreed to by the Underwriter in writing, and provided that the Underwriter has given the Corporation written instructions as to the number of copies required and the places to which such copies are to be delivered not less than 24 hours prior to the time requested for delivery. Such delivery shall also confirm that the Corporation consents to the use by the Underwriter and Selling Firms of the Offering Documents in connection with the Distribution of the Offered Units, the Additional Shares or the Additional Warrants in compliance with the provisions of this Agreement.

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(3)By the act of having delivered the Offering Documents to the Underwriter (or in the case of the Pricing Disclosure Package, having conveyed such information to prospective investors), the Corporation shall have represented and warranted to the Underwriter that all information and statements (except information and statements relating solely to the Underwriter) contained in such documents, at the respective dates of initial delivery thereof (or as of the Applicable Time in the case of the Pricing Disclosure Package), comply with the Applicable Securities Laws and are true and correct in all material respects, and that such documents, at such dates, contain no misrepresentation or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Offering as required by the Applicable Securities Laws.

(4)The Corporation shall also deliver or cause to be delivered to the Underwriter, concurrently with the execution of this Agreement, "long form" comfort letters of Ernst & Young LLP, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter and the directors of the Corporation, with respect to certain financial and accounting information relating to the Corporation and its Subsidiaries and affiliates contained in the Offering Documents, which letter shall be in addition to the auditors' report incorporated by reference in the Canadian Prospectus and contained in the Final Offering Circular.

Section 7Regulatory Approvals

The Corporation will make all necessary filings, obtain all necessary consents and approvals (if any) and pay all filing fees required to be paid in connection with the transactions contemplated by this Agreement. The Corporation will qualify the Offered Units, Additional Shares, the Additional Warrants and the Broker Warrants for offering and sale under the Applicable Securities Laws of the Offering Jurisdictions and in such other jurisdictions as the Underwriter and the Corporation mutually may designate and in which the Underwriter maintains such qualifications in effect for so long as required for the Distribution of the Offered Units, Additional Shares, Additional Warrants and the Broker Warrants; provided, however, that (i) the Corporation shall not be obligated to make any material filing, file any prospectus, registration statement or similar document, consent to service of process, or qualify as a foreign corporation or as a dealer in securities in any of such other jurisdictions, or subject itself to taxation in respect of doing business in any of such other jurisdictions in which it is not otherwise so subject, or become subject to any additional periodic reporting or continuous disclosure obligations in such other jurisdictions, and (ii) the Underwriter and the Selling Firms shall comply with the applicable laws in any such designated jurisdiction in making offers and sales of Offered Units, the Additional Shares or the Additional Warrants therein.

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Section 8Representations and Warranties of the Corporation

The Corporation represents and warrants to the Underwriter and acknowledges that the Underwriter is relying on such representations and warranties in entering into this Agreement.  The representations and warranties of the Corporation contained in this Agreement shall be true as of the date hereof, the Closing Time and Option Closing Time, if applicable, and shall survive the completion of the transactions contemplated under this Agreement in accordance with the terms of this Agreement.

(1)Good Standing of the Corporation.  The Corporation is a corporation existing under the laws of Nevada, is current and up-to-date with all filings required to be made and has the corporate power and capacity to own, lease and operate its properties and to conduct its business as is now carried on by it or proposed to be carried on by it, in each case as described in the Offering Documents and the Pricing Disclosure Package, and to enter into, deliver and perform its obligations under this Agreement, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business;

(2)Good Standing of Material Subsidiary.  The Material Subsidiary is a limited liability company incorporated, organized and existing under the laws of Nevada, is current and up-to-date with all filings required to be made and has the requisite corporate power and capacity to own, lease and operate its properties and to conduct its business as is now carried on by it or proposed to be carried on by it, in each case as described in the Offering Documents and the Pricing Disclosure Package, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business. All of the issued and outstanding membership interests of the Material Subsidiary have been duly authorized and validly issued, are fully paid and are directly owned by the Corporation, free and clear of any Liens; and none of the outstanding membership interests of the Material Subsidiary were issued in violation of the pre-emptive or similar rights of any security holder of such subsidiary. There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Corporation to sell, transfer or otherwise dispose of any membership interests of the Material Subsidiary. No act or proceeding has been taken by or against the Material Subsidiary in connection with its liquidation, winding-up or bankruptcy;

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(3)Share Capital of Material Subsidiary.  The authorized share capital of the Material Subsidiary is an unlimited number of membership units, of which 100 membership units are issued and outstanding;

(4)Non-Material Subsidiaries.  There are no subsidiaries of the Corporation other than the Subsidiaries; Carlin Opportunities Inc. does not hold any material assets or carry on any material business;

(5)Share Capital of the Corporation.  The authorized share capital of the Corporation as set forth in the Offering Documents and the Pricing Disclosure Package is true and correct;

(6)Common Shares are Listed.  The Common Shares are listed and posted for trading on the TSXV, the Corporation is not in default of the listing requirements of the TSXV and the Corporation has applied to list the Unit Shares, the Warrant Shares and the Broker Warrant Shares on the TSXV;

(7)Form of Share Certificates.  The form of certificate respecting the Common Shares has been approved and adopted by the board of directors of the Corporation and does not conflict with any Applicable Securities Laws and complies with the rules and regulations of the TSXV;

(8)Offered Securities Valid.  The Offered Securitiesand the Broker Securities have been duly authorized for issuance and sale to the Underwriter pursuant to this Agreement and when the Unit Shares and the Additional Shares, if any, are issued and delivered by the Corporation pursuant to this Agreement, against payment of the consideration set forth herein, such Unit Shares will be validly issued as fully paid and non-assessable Common Shares. The Unit Warrants, when issued, shall have the attributes corresponding to the description thereof set forth in this Agreement and the Warrant Indenture. The Warrant Shares and the Broker Warrant Shares have been duly and validly allotted and reserved for issuance and, upon issuance in accordance with the terms of the Warrant Indenture and the terms of the Broker Warrant Certificates, respectively, will be validly issued as fully paid and non-assessable Common Shares. Other than pursuant to the terms of the Preferred Stock, the Governance and Investor Rights Agreement, the Investor Rights Agreement and the Waterton LOI, the Offered Securities and the Broker Securities, upon issuance, will not be issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Corporation;

(9)Offered Securities Qualified Investments. Subject to the qualifications and limitations under the heading "Eligibility For Investment" in the Canadian Prospectus Supplement, the Unit Shares, the Unit Warrants and the Warrant Shares will, when issued, be qualified investments under the ITA for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered education savings plans, tax-free savings accounts and registered disability savings plans (each as defined in the ITA), subject to the specific provisions of any such plan, provided that, for greater certainty, no representation is made as to whether the Unit Shares, the Unit Warrants or the Warrant Shares will be "prohibited investments" for any such trust;

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(10)Transfer Agent.  Computershare Investor Services Inc. at its offices at 510 Burrard Street, 3^rd Floor, Vancouver, British Columbia V6C 3B9, Canada has been duly appointed as the registrar and the transfer agent for the Common Shares and has appointed Computershare Investor Services Inc. at its offices at 462 S. 4^th Street, Suite 1600, Louisville, KY 40202 as its US co-registrar and transfer agent for the Common Shares;

(11)Absence of Rights.  Other than as described in the Offering Documents and the Pricing Disclosure Package, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option for the issue or allotment of any unissued shares of the Corporation or any other agreement or option for the issue or allotment of any unissued shares of the Corporation or any other security convertible into or exchangeable for any such shares or to require the Corporation to purchase, redeem or otherwise acquire any of the issued and outstanding shares of the Corporation; other than as described in the Offering Documents and the Pricing Disclosure Package no holder of securities of the Corporation has any rights to require registration or qualification under Applicable Securities Laws of any security of the Corporation in connection with the offer and sale of the Offered Units, Additional Shares and Additional Warrants;

(12)Continuous Disclosure.  The Corporation is in compliance in all material respects with its timely disclosure obligations under Applicable Securities Laws and the rules and regulations of the TSXV and, without limiting the generality of the foregoing, there has not occurred a material change, financial or otherwise, in the assets, liabilities (contingent or otherwise), business, financial condition, capital or prospects of the Corporation and the Subsidiaries (taken as a whole) since December 31, 2019 which has not been publicly disclosed on a non-confidential basis; the information and statements in the Documents Incorporated by Reference were true and correct in all material respects at the time such documents were filed on SEDAR and contained no misrepresentation as of the respective dates of such information and statements; the Documents Incorporated by Reference conformed in all material respects to Canadian Securities Laws at the time such documents were filed on SEDAR; and the Corporation has not filed any confidential material change reports which remain confidential as at the date hereof;

(13)Canadian Financial Statements.  The Canadian Financial Statements:

(a)present fairly, in all material respects, the financial position of the Corporation on a consolidated basis and the statements of operations, retained earnings, cash flow from operations and changes in financial information of the Corporation on a consolidated basis for the periods specified in such Canadian Financial Statements;

(b)have been prepared in conformity with U.S. GAAP, applied on a consistent basis throughout the periods involved; and

(c)do not contain any misrepresentation, with respect to the period covered by the Canadian Financial Statements;

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(14)U.S. Financial Statements and Financial Disclosure. 

(a)The U.S. Financial Statements present fairly, in all material respects, the financial position of the Corporation on a consolidated basis and the statements of operations, retained earnings, cash flow from operations and changes in financial information of the Corporation on a consolidated basis for the periods specified in such Financial Statements;

(b)the U.S. Financial Statements have been prepared in conformity with U.S. GAAP, applied on a consistent basis throughout the periods involved, and in accordance with Part F/S of Regulation A and the applicable provisions of Regulation S-X promulgated by the SEC;

(c)the Offering Statement, the Final Offering Circular and the Pricing Disclosure Package do not and will not include any "non-GAAP financial measures" (as such term is defined by the rules and regulations of the SEC);

(d)the U.S. Financial Statements do not contain any misrepresentation, with respect to the period covered by the U.S. Financial Statements;

(e)all other financial information included in the Offering Statement, the Final Offering Circular and the Pricing Disclosure Package has been derived from the accounting records of the Corporation and presents fairly the information shown thereby; and

(f)no other financial statements or supporting schedules are required to be included in the Offering Statement, the Final Offering Circular or the Pricing Disclosure Package;

(15)Financial Books And Records.  The books and records of the Corporation and the Subsidiaries disclose all of their material financial transactions and such transactions have been fairly and accurately recorded in all material respects; and:

(a)the Corporation and the Subsidiaries are not indebted to any of their respective directors or officers (collectively, the "Principals"), other than on account of director's fees, expenses, wages or remuneration accrued but not paid, or to any of their respective shareholders, past directors, past officers, employees (past or present) or any person not dealing at "arm's length" (as such term is used in the ITA);

(b)none of the Principals or shareholders of the Corporation is indebted to the Corporation, on any account whatsoever; and

(c)the Corporation and the Subsidiaries have not guaranteed or agreed to guarantee any debt, liability or other obligation of any kind whatsoever of any person, firm or corporation of any kind whatsoever;

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(16)Accounting Policies. There has been no change in accounting policies or practices of the Corporation or its Subsidiaries since December 31, 2019, except as has been disclosed in the Offering Documents and the Pricing Disclosure Package;

(17)Liabilities. Neither the Corporation nor any of the Subsidiaries has any liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not disclosed or referred to in the Canadian Financial Statements or the U.S. Financial Statements, other than liabilities, obligations, or indebtedness or commitments incurred in the normal course of business;

(18)Independent Accountants.  The accountants who reported on and certified the Canadian Financial Statements and the U.S. Financial Statements for the fiscal year ended December 31, 2019 are independent with respect to the Corporation within the meaning of Applicable Securities Laws and the applicable rules and regulations adopted by the chartered public accountants of British Columbia and the Public Company Accounting Oversight Board (United States);

(19)Assets.  The Corporation and its Material Subsidiary, as the case may be, have the right in respect of all assets described in the Offering Documents and the Pricing Disclosure Package as owned by them or over which they have rights free and clear of Liens save and except as otherwise disclosed in the Offering Documents and the Pricing Disclosure Package;

(20)Compliance, Generally. Each of the Corporation and the Material Subsidiary has conducted and is conducting its business in compliance in all material respects with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on and assets are owned, leased or operated;

(21)Mining Rights.  The Mining Rights of the Corporation and its Material Subsidiary are in good standing, are valid and enforceable, are free and clear of any Liens or charges and, other than as set out in the Offering Documents and the Pricing Disclosure Package, no royalty is payable in respect of any of them. The real property, improvements, equipment and personal property held under lease by the Corporation and the Material Subsidiary are held under valid and enforceable leases. Except as set out in the Offering Documents and the Pricing Disclosure Package, no property rights other than the Mining Rights are necessary for the conduct of the Corporation's or the Material Subsidiary's business as now conducted; and except as set out in the Offering Documents and the Pricing Disclosure Package, there are no material restrictions on the ability of the Corporation or the Material Subsidiary to use, transfer or otherwise exploit any such rights. The Corporation and its Material Subsidiary are the holders of the Mining Rights necessary to carry on the activities of the Corporation and its Material Subsidiary. The Mining Rights held by the Corporation and its Material Subsidiary cover the areas required by them for such purposes. The Corporation and its Material Subsidiary are not in default of any such Mining Rights;

(22)Technical Compliance.  (a) The Corporation has complied with the requirements of NI 43-101 in all material respects, including, but not limited to, the preparation and filing of technical reports and each of the technical reports filed with respect to the Material Properties accurately and completely sets forth all material facts relating to the properties that are subject thereto as at the date of such report and there is no new material scientific or technical information nor any other fact or circumstance that creates a requirement for updated reports to be filed under applicable Canadian Securities Laws; and (b) the Corporation has complied with SEC Industry Guide 7 with respect to technical disclosure relating to its properties (including the Material Properties) included in the Offering Statement, the Final Offering Circular and the Pricing Disclosure Package;

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(23)Environmental Laws.  (a) Neither the Corporation nor any of the Subsidiaries is in material violation of any federal, provincial, state, local, municipal or foreign statute, law, rule, regulation, ordinance, code, policy or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, "Hazardous Materials") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, "Environmental Laws"), (b) the Corporation and the Material Subsidiary have all permits, authorizations and approvals required under any applicable Environmental Laws and are in material compliance with their requirements and (c) there are no pending or, to the knowledge of the Corporation, threatened, administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Laws against the Corporation or any of the Subsidiaries which if determined adversely would reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Offering Documents and the Pricing Disclosure Package, there are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Corporation or its Subsidiaries, nor has the Corporation or any of its Subsidiaries received notice of any of the same;

(24)Possession of Licenses and Permits. The Corporation and the Material Subsidiary possess such permits, certificates, licenses, approvals, consents, registrations and other authorizations (collectively, "Governmental Licenses") issued by the appropriate federal, provincial, state, local or foreign regulatory agencies or bodies or other organizations currently necessary to own, lease, exploit, use, stake or maintain the Mining Rights and to conduct the business now operated by the Corporation and the Material Subsidiary, except where the failure to possess such Governmental Licenses would not reasonably be expected to have a Material Adverse Effect. The Corporation and the Material Subsidiary are in compliance with the terms and conditions of all such Governmental Licenses, other than any non-compliance that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect. Neither the Corporation nor the Material Subsidiary has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses;

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(25)Insurance.  The Corporation and the Material Subsidiary maintain insurance against loss of, or damage to, their assets on a basis consistent with reasonably prudent persons in comparable businesses; all of the policies in respect of such insurance coverage are in good standing and not in default; neither the Corporation nor the Material Subsidiary has failed to promptly give any notice of any claim thereunder; and there are no claims thereunder or to which any insurance company is denying liability or defending under a reservation of rights clause;

(26)Material Contracts.  All of the material contracts and agreements of the Corporation and the Material Subsidiary, which include the Waterton LOI and the Green Springs Option Agreement (collectively, the "Material Contracts"), have been disclosed in the Offering Documents and the Pricing Disclosure Package. Neither the Corporation nor the Material Subsidiary has received notification from any party claiming that the Corporation or the Material Subsidiary is in breach or default under any Material Contract;

(27)No Material Change.  Since December 31, 2019, and except as disclosed in the Offering Documents and the Pricing Disclosure Package, (a) there has been no material change in the condition (financial or otherwise), or in the properties, capital, affairs, prospects, operations, assets or liabilities of the Corporation and the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and (b) there have been no transactions entered into by the Corporation or the Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Corporation and the Subsidiaries considered as one enterprise;

(28)Absence of Proceedings.  There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental authority, governmental instrumentality or court, domestic or foreign, now pending or, to the knowledge of the Corporation, threatened against or affecting the Corporation or any Subsidiary, which is required to be disclosed in the Offering Documents and the Pricing Disclosure Package but is not so disclosed. The aggregate of all pending legal or governmental proceedings to which the Corporation or any Subsidiary is a party or of which any of their respective property or assets is subject, which are not described in the Offering Documents or the Pricing Disclosure Package, include only ordinary routine litigation incidental to the business, properties and assets of the Corporation and the Subsidiaries and would not reasonably be expected to result in a Material Adverse Effect;

(29)Absence of Defaults and Conflicts.  Neither the Corporation nor any Subsidiary is in violation of its articles or by-laws or other constating documents nor in material default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease, license or other agreement or instrument to which the Corporation or any Subsidiary is a party or by which it or any of them may be bound, or to which any of the property or assets of the Corporation or the Subsidiaries is subject (collectively, "Agreements and Instruments"). The execution, delivery and performance of this Agreement, the Offering Documents and the Pricing Disclosure Package and the consummation of the transactions contemplated herein and therein and compliance by the Corporation with its obligations hereunder, have been duly authorized by all necessary corporate action by the Corporation and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien upon any property or assets of the Corporation or the Subsidiaries pursuant to the Agreements and Instruments, nor will such action result in any violation or conflict with the provisions of the articles or by-laws or other constating documents of the Corporation or the Subsidiaries or any existing applicable law, statute, rule, regulation, judgment, order, writ or decree of any governmental authority, government instrumentality or court, domestic or foreign, having jurisdiction over the Corporation or the Subsidiaries or any of their assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Corporation or the Subsidiaries;

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(30)Labour. No labour dispute with the employees of the Corporation or the Material Subsidiary currently exists or, to the knowledge of the Corporation, is imminent. Neither the Corporation nor the Material Subsidiary is a party to any collective bargaining agreement and, to the knowledge of the Corporation, no action has been taken or is contemplated to organize any employees of the Corporation or the Material Subsidiary;

(31)Absence of Further Requirements. Except as noted herein, no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of any court or governmental authority or agency is necessary or required for the performance by the Corporation of its obligations hereunder, or the consummation of the transactions contemplated by this Agreement, except such as have been or will be obtained under Applicable Securities Laws, the TSXV and the rules and regulations of FINRA;

(32)FINRA.  None of the Corporation, nor, to the knowledge of the Corporation, any 5% or greater stockholder of the Corporation or any beneficial owner of the Corporation's unregistered equity securities that were acquired during the 180-day period immediately preceding the filing of the offering statement, or any of their respective affiliates, (i) is required to register as a "broker" or "dealer" in accordance with the provisions of the U.S. Exchange Act, or the U.S. Exchange Act Regulations, or (ii) directly, or indirectly through one or more intermediaries, controls or has any other association with (within the meaning of Article I of the By-laws of the National Association of Securities Dealers, Inc.) any member firm of FINRA.

(33)Taxes. All tax returns, reports, elections, remittances and payments of the Corporation and the Subsidiaries required by applicable law to have been filed or made in each applicable jurisdiction have been filed or made (as the case may be) on a timely basis and are true, complete and correct in all respects and all taxes of the Corporation and of the Subsidiaries as of the end of the period reported on by the Canadian Financial Statements and the U.S. Financial Statements have been paid or accrued in the Canadian Financial Statements and the U.S. Financial Statements (and any such accrual is adequate to meet any assessments and related liabilities in respect of the underlying period);

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(34)No Acquisition or Disposition. The Corporation has not completed any "significant acquisition", "significant disposition" nor is it proposing any "probable acquisitions" (as such terms are defined in NI 51-102) that would require the inclusion of any additional financial statements or pro forma financial statements in the Offering Documents or the Pricing Disclosure Package pursuant to Applicable Securities Laws;

(35)Corporation Short Form Eligible.  The Corporation is eligible to file a short form prospectus in each of the Qualifying Jurisdictions pursuant to applicable Canadian Securities Laws and on the date of and upon filing of the Canadian Prospectus Supplement there will be no documents required to be filed under the Canadian Securities Laws in connection with the Distribution of the Offered Units, Additional Shares, Additional Warrants or Broker Warrants that will not have been filed as required;

(36)Documents.  This Agreement has been, and prior to the Closing Time the Warrant Indenture and the Broker Warrant Certificates will be, duly authorized, executed and delivered by the Corporation and this Agreement is, and the Warrant Indenture and the Broker Warrant Certificates upon the due execution and delivery thereof will be, legal, valid and binding obligations of, and enforceable against, the Corporation in accordance with their terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, the availability of equitable remedies and the qualification that rights to indemnity and waiver of contribution may be contrary to public policy);

(37)Compliance with Laws.  The Corporation has materially complied with all relevant statutory and regulatory requirements required to be complied with in connection with the Offering;

(38)No Loans.  Other than as set out in the Offering Documents and the Pricing Disclosure Package, neither the Corporation nor the Subsidiaries have made any loans to or guaranteed the obligations of any person;

(39)Directors and Officers.  To the knowledge of the Corporation, none of the directors or officers of the Corporation are now, or have ever been, subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange;

(40)Stock Exchange and Commission Compliance. Neither the Commission, the SEC, any other securities regulatory authority, any stock exchange nor any similar regulatory authority has issued any order which is currently outstanding preventing or suspending trading in any securities of the Corporation or the use of any Offering Document and no proceedings for such purposes have been instituted or are pending or, to the knowledge of the Corporation, are contemplated;

(41)Minute Books and Records.  The minute books and records of the Corporation and the Material Subsidiary made available to counsel for the Underwriter in connection with its due diligence investigation of the Corporation since August 31, 2018 contain copies of all material proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders, the directors and all committees of directors of the Corporation and the Material Subsidiary, as the case may be, to the date of review of such corporate records and minute books, as the case may be, and there have been no other meetings, resolutions or proceedings of the shareholders, directors or any committees of the directors of the Corporation and the Material Subsidiary to the date hereof not reflected in such minute books and other records as provided, other than those which have been disclosed to the Underwriter or which are not material in the context of the Corporation. The minute books and records of the Corporation and the Material Subsidiary for the period prior to August 31, 2018 do not contain any documents or records not otherwise disclosed by the Corporation to the Underwriter that are material to the business of the Corporation and the Material Subsidiary as currently conducted;

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(42)Reporting Issuer Status.  As at the date hereof, the Corporation is a "reporting issuer" in each of the Qualifying Jurisdictions within the meaning of the Canadian Securities Laws in such jurisdictions and is not currently in default of any requirement of the Canadian Securities Laws of such jurisdictions and the Corporation is not included on a list of defaulting reporting issuers maintained by any of the Securities Commissions of such jurisdictions;

(43)Purchase and Sales.  Other than as set forth in the Offering Documents, neither the Corporation nor the Subsidiaries has approved, has entered into any agreement in respect of or has any knowledge, as applicable, of:

(a)the purchase of any material property or any interest therein or the sale, transfer or other disposition of any material property or any interest therein currently owned, directly or indirectly, by the Corporation whether by asset sale, transfer of shares, or otherwise;

(b)the change of control (by sale or transfer of shares or sale of all or substantially all of the assets of the Corporation) of the Corporation; or

(c)a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of the Corporation or the Material Subsidiary;

(44)Employee Plans.  The Documents Incorporated by Reference disclose, to the extent required by applicable Canadian Securities Laws, each plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to, or required to be contributed to, by the Corporation for the benefit of any current or former director, officer, employee or consultant of the Corporation (the "Employee Plans"), each of which has been maintained in all material respects with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans;

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(45)No Dividends.  During the previous 12 months (and other than in respect of the Preferred Stock on which dividends accrue in accordance with its terms), the Corporation has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its shares or securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its common shares or securities or agreed to do any of the foregoing.

(46)No Reportable Event.  There has not been a "reportable event" (within the meaning of National Instrument 51-102) with the present auditors of the Corporation and the auditors of the Corporation have not provided any material comments or recommendations to the Corporation regarding its accounting policies, internal control systems or other accounting or financial practices that have not been implemented by the Corporation;

(47)Action to Manipulate Price. Neither the Corporation nor any of the Subsidiaries, nor to the knowledge of the Corporation, any of the Corporation's affiliates, has taken, nor will the Corporation, any Subsidiary or any such affiliate take, directly or indirectly, any action which is designed to or which has constituted, or which might reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Corporation in connection with the Offering;

(48)Unlawful Payment. Neither the Corporation nor any of its Subsidiaries nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation or any of its Subsidiaries is aware of or has (i) made any unlawful contribution to any candidate for non-United States or Canadian office, or failed to disclose fully any such contribution in violation of law, or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or Canada or any jurisdiction thereof. Without limiting the generality of the foregoing, none of the Corporation, its Subsidiaries or, to the knowledge of the Corporation, any director, officer, agent, employee or affiliate of the Corporation or any of its Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Canadian Corruption of Foreign Public Officials Act or the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively the "Foreign Corruption Laws"), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any "foreign official" (as such term is defined in the Foreign Corruption Laws) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the Foreign Corruption Laws; and the Corporation and each of its Subsidiaries have conducted their businesses in compliance with the Foreign Corruption Laws and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. The operations of the Corporation and each of its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the U.S. Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the "Money Laundering Laws") and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation or any Subsidiary with respect to the Money Laundering Laws is pending or, to the best knowledge of the Corporation, threatened;

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(49)Registration Under Investment Company Act of 1940. The Corporation is not and, after giving effect to the Offering and the application of the proceeds thereof as described in the Offering Documents and the Pricing Disclosure Package under the heading "Use of Proceeds," will not be required to be registered as an investment company under the Investment Company Act of 1940, as amended;

(50)US Sanctions. Neither the Corporation, any Subsidiary nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC"); and the Corporation will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC;

(51)No Other Fees Payable. Other than the Underwriter and any Selling Firm pursuant to this Agreement, there is no person acting or purporting to act at the request of the Corporation who is entitled to any brokerage, agency, underwriting or other fiscal advisory or similar fee in connection with the transactions contemplated herein;

(52)Regulation A Eligibility.  The Corporation meets the general eligibility requirements for the use of Form 1-A under the U.S. Securities Act; from the time of initial submission of the first Preliminary Offering Circular to the SEC (or, if earlier, the first date on which the Corporation engaged directly or through any person authorized on its behalf in any Testing-the-Waters Communications) through the date hereof, the Corporation has been and is an "emerging growth company," as defined in Section 2(a)(19) of the U.S. Securities Act (and "Emerging Growth Company"); neither the Corporation, nor any predecessor of the Corporation, nor any other issuer affiliated with the Corporation, nor any director or executive officer of the Corporation or other officer of the Corporation participating in the offering, nor any beneficial owner of 20% or more of the Corporation's outstanding voting equity securities, nor any promoter connected with the Corporation, is subject to the disqualification provisions of Rule 262 of Regulation A; the Corporation is not currently subject to the ongoing reporting requirements of Section 13 or 15(d) of the U.S. Exchange Act, or the U.S. Exchange Act Regulations, and has not been subject to an order of the SEC denying, suspending or revoking the registration of any class of securities pursuant to Section 12(j) of the U.S. Exchange Act that was entered within five years preceding the date the Offering Statement was originally filed with the SEC; the Corporation has filed all reports required to be filed, if any, pursuant to Rule 257 of Regulation A since during the two years before filing of the first Preliminary Offering Circular (or for such shorter period that the Corporation was required to file such reports);

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(53)Testing the Waters Communications. The Corporation (a) has not alone engaged in any Testing-the-Waters Communication other than with the consent of the Underwriter and (b) has not authorized anyone other than the Underwriter and any Selling Firm to engage in Testing-the-Waters Communications. The Corporation reconfirms that the Underwriter has been authorized to act on its behalf in undertaking the Testing-the-Waters Communications. The Corporation has not distributed any written Testing-the-Waters Communications, other than those written Testing-the-Waters Communications which the Corporation has previously agreed in writing with the Underwriter that it may distribute.

(54)Canadian Offering Documents.  The Canadian Offering Documents as of the time of filing thereof have complied or will comply, as applicable, in all material respects with the applicable requirements of Canadian Securities Laws; the Canadian Offering Documents, as of the time of filing thereof and as of the Closing Time and the Option Closing Time, as the case may be, have not or will not, as applicable contain any untrue statement of a material fact or omit to state a material fact requirement to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Canadian Offering Documents, as of the time of filing thereof, constituted or will constitute, as applicable, full, true and plain disclosure of all material facts relating to the Offered Units, Additional Shares, Additional Warrants and Broker Warrants and to the Corporation; provided, however, that this representation and warranty shall not apply to any information contained in or omitted from any Canadian Offering Document in reliance upon and in conformity with information furnished in writing to the Corporation by or on behalf of any Underwriter specifically for use therein;

(55)U.S. Offering Documents.  As of the applicable qualification or filing date thereof and any post-qualification amendment thereto, the U.S. Offering Documents, and any such post-qualification amendment thereto will comply in all material respects with the U.S. Securities Act and the U.S. Securities Act Regulations, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any information contained in or omitted from the Pricing Disclosure Package or the Final Offering Circular in reliance upon and in conformity with the Underwriter's Information;

(56)Waterton LOI.  The Waterton LOI is a valid and subsisting agreement in full force and effect, enforceable against the Corporation and Waterton in accordance with its terms, and there is currently no breach or default by the Corporation or, to the knowledge of the Corporation, by Waterton, nor has any breach or default been alleged by the Corporation. The Corporation has not received notice from Waterton alleging a breach or default under the Waterton LOI, and no event, condition or occurrence exists which, after notice or lapse of time or both, would constitute a breach or default by the Corporation or, to the knowledge of the Corporation, by Waterton, and the Corporation, after making due enquiry, has not received notice of and is not aware of any disputes, termination cancellation, amendment or renegotiation, or any state of facts giving rise to any of the foregoing, with respect to the Waterton LOI;

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(57)Completion of the Transactions contemplated by the Waterton LOI. To the knowledge of the Corporation, no event has occurred or condition exists which would reasonably be expected to prevent the Corporation from completing the transactions contemplated by the Waterton LOI promptly following Closing, and in any event prior to the timeframes set out for the completion of such transactions in the Waterton LOI, and the Corporation will use its commercially reasonable efforts to complete the transactions contemplated in the Waterton LOI as soon as is practicable after Closing;

(58)Approvals for Preferred Stock Redemption. At the Closing Time, the Corporation shall have received all requisite consents and approvals (corporate, regulatory or otherwise) to carry out the redemption of its Preferred Stock in accordance with the Waterton LOI and, if required by the Waterton LOI, to complete the Waterton Placement (as that term is defined in the Waterton LOI);

(59)Non-Contravention of Preferred Stock Redemption. The redemption of the Preferred Stock in accordance with the Waterton LOI does not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any Lien upon any property or assets of the Corporation or the Subsidiaries pursuant to the Agreements and Instruments, nor will such action result in any violation or conflict with the provisions of the articles or by-laws or other constating documents of the Corporation or any existing applicable law, statute, rule, regulation, judgment, order, writ or decree of any governmental authority, government instrumentality or court, domestic or foreign, having jurisdiction over the Corporation or any of its assets, properties or operations; and

(60)Cybersecurity. To the knowledge of the Corporation, there has been no material security breach or other compromise of or relating to any of the Corporation's information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, "IT Systems and Data") and (i) the Corporation has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data; (ii) the Corporation is presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Corporation has implemented backup and disaster recovery technology consistent with industry standards and practices.

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Section 9Representations, Warranties and Covenants of the Underwriter

(1)The Underwriter hereby represents and warrants to the Corporation that:

(a)it (or an affiliate) is, and will remain so, until the completion of the Offering, appropriately registered under Applicable Securities Laws so as to permit it to lawfully fulfill its obligations hereunder;

(b)it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; and

(c)other than the Marketing Documents, it has not provided any other marketing materials or Testing-the-Waters Communication to any potential investors in connection with the Offering.

(2)The Underwriter hereby covenants and agrees with the Corporation to the following:

(a)Compliance with Securities Laws.  The Underwriter will comply with Applicable Securities Laws in connection with the offer and sale and distribution of the Offered Units, Additional Shares and Additional Warrants.

(b)Subscription Agreement. Prior to any sale of Offered Units, Additional Shares or Additional Warrants solicited by the Underwriter, the Underwriter shall either (i) cause each such Purchaser to complete, execute and deliver a Subscription Agreement or (ii) represent and warrant to the Corporation that any such Purchaser that has not provided a Subscription Agreement is an "accredited investor" (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act), in each case with a pre-existing relationship with the Underwriter. At the time of each sale of Offered Units, Additional Shares or Additional Warrants solicited by the Underwriter, the Underwriter had reasonable grounds to believe and at each of the Closing Time and Option Closing Time, as applicable, will believe that each such Purchaser is a Qualified Purchaser. The Underwriter represents and warrants to the Corporation that the Underwriter reasonably believes that all sales of Offered Units, Additional Shares or Additional Warrants, as applicable, by a Selling Firm have been or will be made in compliance with Rule 251(d)(2)(i)(C) of Regulation A and acknowledges that the Corporation is relying on this Section 9(2)(b) for the purposes of Rule 251(d)(2)(i)(D) of Regulation A.

(c)Completion of Distribution.  The Underwriter will use its commercially reasonable efforts to complete the distribution of the Offered Units, Additional Shares and Additional Warrants as promptly as possible after the Closing Time, but in any event no later than seven (7) Business Days following the date of exercise of the entire Over-Allotment Option, if exercised.

(3)Cormark Securities (USA) Limited will not render any services under this Agreement in Canada.

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Section 10Indemnification

(1)The Corporation shall indemnify and save harmless the Underwriter and its subsidiaries and affiliates, and its present and former directors, officers, employees, unitholders, partners, agents, advisors and shareholders (collectively, the "Indemnified Parties" and individually an "Indemnified Party"), to the full extent lawful, from and against all losses (other than loss of profits), claims, fees, actions (including shareholder actions, derivative or otherwise), suits, proceedings, damages, obligations, liabilities (joint or several), costs and expenses (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations, losses or claims and the reasonable fees and expenses of the Indemnified Parties' counsel that may be incurred in advising with respect to or defending such claim or in enforcing this indemnity) or claim to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities, suits, proceedings, costs or actions arise out of or are based, directly or indirectly, upon the engagement of the Underwriter pursuant to this Agreement, the performance of professional services rendered to the Corporation by the Indemnified Parties or otherwise in connection with the matters referred to in this Agreement (collectively, "Losses"), including, whether performed before or after the execution of this Agreement by the Corporation. Notwithstanding the foregoing, if and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made shall determine that the Losses were primarily caused by the gross negligence, wilful misconduct or fraud of an Indemnified Party claiming indemnity, such Indemnified Party shall promptly reimburse to the Corporation any funds advanced to the Indemnified Party in respect of such Claim and the indemnity provided for in this Section 10 shall cease to apply to such Indemnified Party in respect of such Claim.

(2)If any claim contemplated by this Section 10 shall be asserted against any of the Indemnified Parties, or if any potential claim contemplated by this Section 10 shall come to the knowledge of any of the Indemnified Parties, the Indemnified Party concerned shall notify in writing the Corporation promptly of the nature and particulars of such claim (provided that any failure to so notify in respect of any potential claim shall affect the liability of the Corporation under this Section 10 only to the extent that any such delay in giving or failure to give notice prejudices the defence of such claim, results in the loss of substantive rights or defences in connection with such claim or results in any material increase in liability to the Corporation) and shall provide copies of all relevant documentation to the Corporation. The Corporation shall, subject as hereinafter provided, be entitled (but not required) to assume the defence on behalf of the Indemnified Party of any suit brought to enforce such claim; provided that the defence shall be through experienced and competent legal counsel selected by the Corporation and acceptable to the Indemnified Party, acting reasonably, and no settlement or admission of liability shall be made by the Corporation or the Indemnified Party without, in each case, the prior written consent of all the Indemnified Parties affected, such consent not to be unreasonably withheld or delayed. In the event that the Corporation wishes to participate in and assume the defence of a claim, it shall have 15 days after receipt of notice of such claim to notify the Indemnified Party thereof and retain counsel therefor, at which point, subject to the counsel being acceptable to the Indemnified Party, the Corporation shall not be liable to such Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with such defence. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Indemnified Party, subject to Section 10(6), unless:

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(a)the employment of such counsel has been authorized by the Corporation;

(b)the Corporation has not assumed the defence thereof and employed counsel therefor within 15 days after receiving notice of such claim; or

(c)counsel retained by the Corporation or the Indemnified Party has advised the Indemnified Party in writing that representation of both parties by the same counsel would be inappropriate for any reason, including, without limitation, because there is a conflict of interest between the Corporation and the Indemnified Party or there may be legal defences available to the Indemnified Party which are different from or in addition to those available to the Corporation, or the subject matter of the claim may not fall within the indemnity set forth in this Section 10;

in each of cases (a), (b) or (c), the Corporation shall not have the right to assume the defence of such suit on behalf of the Indemnified Party, provided that the Corporation shall only be liable to pay the reasonable fees and disbursements of one firm of separate counsel (in addition to local counsel deemed necessary by the Indemnified Party or their counsel, acting reasonably) for all Indemnified Parties in any jurisdiction.  In no event shall the Corporation be required to pay the fees and disbursements of more than one set of counsel (in addition to local counsel deemed necessary by the Indemnified Party or their counsel, acting reasonably) for all Indemnified Parties in respect of any particular claim or set of claims in one jurisdiction. No settlement may be made by an Indemnified Party without the prior written consent of the Corporation, which consent will not be unreasonably withheld. In the event that the Corporation does not assume the defence of a claim hereunder, the Indemnified Parties will keep the Corporation advised of the progress thereof and will discuss all significant actions proposed with the Corporation. If the Corporation does assume the defence of a claim hereunder, the Corporation throughout the course thereof will provide copies of all relevant documentation to the Indemnified Party, will keep the Indemnified Party advised of the progress thereof and will discuss with the Indemnified Party all significant actions proposed.

(3)To the extent that any Indemnified Party is not a party to this Agreement, the Underwriter holds the right and benefit of this section in trust for and on behalf of such Indemnified Party.

(4)The Corporation shall not, without the prior written consent of the Indemnifying Parties, effect any settlement or compromise of, seek to terminate or consent to the entry of judgment with respect to, any pending or threatened claim, investigation, action or proceeding in respect of which indemnity or contribution may be or could have been sought by an Indemnified Party hereunder unless such settlement, termination, compromise or judgment (i) includes an unconditional release of the Indemnified Parties from all liability arising out of such claim, investigation, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability, negligence, misconduct, liability, responsibility or any failure to act, by or on behalf of any Indemnified Party.

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(5)The Corporation waives any right that it may have of first requiring and Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim for payment from any other person before claiming under the indemnity provided by this Section 10.

(6)In the event that any legal proceeding shall be brought against the Corporation and/or any Indemnified Party by any governmental authority or stock exchange, or if such authority or exchange shall investigate the Corporation and/or any Indemnified Party and such Indemnified Party shall be required to testify in connection therewith, or shall be required to respond to procedures designed to discover information regarding, in connection with or by reason of this Agreement, such Indemnified Party shall have the right to employ its own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable out-of-pocket costs and expenses incurred by such Indemnified Party and its personnel in connection therewith shall be paid by the Corporation as they occur, provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. In addition, the Corporation shall reimburse the Underwriter for the time spent by its personnel in connection therewith at their normal per diem rates.

(7)The rights of indemnification provided in this Section 10 shall be in addition to and not in derogation of any other liability which the Corporation may otherwise have to the Underwriter or any other Indemnified Party, and shall extend, mutatis mutandis, to the Indemnified Parties and the rights of indemnification provided in this Section 10 shall be binding upon and enure to the benefit of any successors, permitted assigns, heirs and personal representatives of the Corporation, the Underwriter and any other Indemnified Party.

Section 11Contribution

(1)In order to provide for just and equitable contribution in circumstances in which the indemnity provided in Section 10 hereof would otherwise be available in accordance with its terms but is, for any reason not solely attributable to any one or more of the Indemnified Parties, held to be unavailable to or unenforceable by the Indemnified Parties or enforceable otherwise than in accordance with its terms, or is insufficient to hold any Indemnified Party harmless other than in accordance with its terms), the Underwriter and the Corporation shall contribute to the aggregate of all Losses (other than losses of profits or consequential damages) of the nature contemplated in Section 10 hereof and suffered or incurred by the Indemnified Parties in proportions as is appropriate to reflect: (i) as between the Corporation and the Underwriter, the relative benefits received by the Underwriter, on the one hand (being the Underwriting Fee), and the relative benefits received by the Corporation, on the other hand (being the net proceeds of the Offering, before expenses) from the Offering; (ii) as between the Corporation and the Underwriter, the relative fault of the Corporation, on the one hand, and the Underwriter, on the other hand and (iii) any other relevant equitable considerations; provided that the Underwriter shall not in any event be liable to contribute, in the aggregate, any amount in excess of the Underwriting Fee or any portion thereof actually received. However, no party who has been determined by a court of competent jurisdiction in a final, non-appealable judgement to have engaged in any fraud, willful misconduct or gross negligence shall be entitled to claim contribution from any person who has not been so determined to have engaged in such fraud, gross negligence or wilful misconduct.

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(2)The rights to contribution provided in this Section 11 shall be in addition to and not in derogation of any other right to contribution which the Indemnified Parties may have by statute or otherwise at law, Section 11(1) of this Section 11 shall apply, mutatis mutandis, in respect of such other right and the rights of contribution shall be binding upon and enure to the benefit of any successors, permitted assigns, heirs and personal representatives of the Corporation, the Underwriter and any other Indemnified Party.

(3)Any party entitled to contribution will, promptly after receiving notice of commencement of any claim, action, suit or proceeding against such party in respect of which a claim for contribution may be made against the other party under this section, notify such party from whom contribution may be sought. In no case shall such party from whom contribution may be sought be liable under this Agreement unless such notice has been provided, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any other obligation it may have otherwise than under this Section 11, except to the extent such party is materially prejudiced by the failure to receive such notice. The right to contribution provided in this Section 11 shall be in addition to, and not in derogation of, any other right to contribution that the Underwriter or the Corporation may have by statute or otherwise by law.

Section 12Covenants of the Corporation

(1)The Corporation covenants and agrees with the Underwriter that:

(a)the Corporation will advise the Underwriter, promptly after receiving notice thereof, of the time when each Offering Document has been filed and when the Final Offering Circular becomes qualified, and will provide evidence satisfactory to the Underwriter of each such filing;

(b)between the date hereof and the date of completion of the Distribution of the Offered Units, Additional Shares or Additional Warrants, the Corporation will advise the Underwriter, promptly after receiving notice or obtaining knowledge thereof, of:

(i)the issuance by any Canadian Securities Commission or the SEC of any order suspending or preventing the use of any of the Offering Documents, including without limitation the issuance by the SEC of any stop order suspending the qualification of the Offering Statement, or, to the knowledge of the Corporation, the threatening of any such order;

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(ii)the issuance by any Canadian Securities Commission, the SEC or the TSXV of any order having the effect of ceasing or suspending the Distribution of the Offered Units, Additional Shares, the Additional Warrants or the Broker Warrants or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose; or

(iii)any requests made by any Canadian Securities Commission or the SEC for amending or supplementing any of the Offering Documents or for additional information;

and the Corporation will use its best efforts to prevent the issuance of any order referred to in subparagraph (b)(i) above or subparagraph (b)(ii) above and, if any such order is issued, to obtain the withdrawal thereof at the earliest possible time;

(c)if, after the Qualification Date, it is necessary for a post-qualification amendment to the Offering Statement to be qualified before the offering of the Offered Units, Additional Shares, Additional Warrants or Broker Warrants may commence or continue, the Corporation will use its best efforts to cause such post qualification amendment to become qualified as soon as possible and will advise the Underwriter promptly and, if requested by the Underwriter, will confirm such advice in writing, when such post-qualification amendment has become qualified;

(d)the Corporation will use its best efforts to obtain the conditional listing of the Unit Shares, the Warrant Shares and the Broker Warrant Shares on the TSXV by the Closing Time, subject only to the official notice of issuance;

(e)the Corporation will furnish such information as may be required and otherwise to cooperate in qualifying the Offered Units, Additional Shares or Additional Warrants for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Underwriter may designate and to maintain such qualifications in effect as long as requested by the Underwriter for the distribution of the Offered Units, Additional Shares or Additional Warrants, provided that the Corporation shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Offered Units, Additional Shares or Additional Warrants);

(f)the Corporation will file such reports as may be required to be filed under Regulation A, in accordance with the requirements of Regulation A, for such time periods as specified in Regulation A, including, without limitation, those required to be filed pursuant to Rule 251(d)(3)(i)(F) of Regulation A in connection with the issuance of the Warrant Shares upon exercise of the Unit Warrants;

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(g)the Corporation will furnish to the Underwriter for a period of two years from the date of this Agreement except to the extent such information is accessible at http://www.sec.gov or on www.sedar.com or the Corporation's public website (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Common Shares and (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Corporation with the SEC, FINRA or any securities exchange; and

(h)the Corporation will use the net proceeds from the Offering as described in the Canadian Prospectus Supplement, the Final Offering Circular and the Pricing Disclosure Package.

(2)Prior to the completion of the Distribution of the Offered Units, Additional Shares or Additional Warrants, the Corporation will file all documents required to be filed with or furnished to the Canadian Securities Commissions and the SEC pursuant to Applicable Securities Laws.

(3)The Corporation will promptly notify the Underwriter if the Corporation ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Offered Units, Additional Shares or Additional Warrants within the meaning of the U.S. Securities Act and (ii) completion of the 90-day restricted period referred to in Section 12(4) hereof.

(4)Except as contemplated by this Agreement, the Corporation will not, without the prior written consent of the Underwriter (not to be unreasonably withheld or delayed), directly or indirectly issue, offer, sell, contract to sell, grant any option, right or warrant to purchase, any Common Shares or securities or other financial instruments convertible into or having the right to acquire Common Shares or disclose to the public any intention to do so, during the period from the date hereof and ending 90 days following the Closing Date; provided that, notwithstanding the foregoing, the Corporation may (i) issue Common Shares or securities convertible into or exchangeable for Common Shares pursuant to any equity incentive plan, stock ownership or purchase plan, dividend reinvestment plan or other equity or share based compensation plan in effect on the date hereof, (ii) issue Common Shares issuable upon the conversion, exchange or exercise of convertible or exchangeable securities or the exercise of warrants or options outstanding on the date hereof, (iii) issue securities of the Corporation in connection with any arm's length property acquisition transaction or other corporate acquisition and (iv) issue Common Shares in accordance with, and pursuant to the terms of, the Waterton LOI.

(5)The Corporation will use its best efforts to procure lock-up agreements, substantially in the form attached hereto as Schedule "D", prior to or concurrently with the Closing Time.

Section 13All Terms to be Conditions

The Corporation agrees that the conditions contained in this Agreement will be complied with insofar as the same relate to acts to be performed or caused to be performed by the Corporation. Any breach or failure to comply with any of the material conditions set out in this Agreement shall entitle the Underwriter to terminate its obligation to purchase the Offered Units, by written notice to that effect given to the Corporation at or prior to the Closing Time or the Option Closing Time, as applicable. It is understood that the Underwriter may waive, in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to the rights of the Underwriter in respect of any such terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Underwriter any such waiver or extension must be in writing and signed by the Underwriter.

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Section 14Termination by Underwriter

(1)The Underwriter shall also be entitled to terminate its obligation to purchase the Offered Units by written notice to that effect to the Corporation at or prior to the Closing Time or the Option Closing Time, as applicable, if:

(a)there shall have occurred any material change or change in any material fact, or there shall be discovered any previously undisclosed material change or material fact in relation to the Corporation which was required to be disclosed in the Offering Documents (including any amendment thereto) which, in the reasonable opinion of the Underwriter, has or would reasonably be expected to have a significant adverse effect on the market price or value of the Common Shares;

(b)any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened in relation to the Corporation or any one of the officers or directors of the Corporation or any of its principal shareholders where a material wrong-doing is alleged, or any order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the TSXV or any securities regulatory authority involving a finding of wrong-doing, that, in either case, significantly and adversely affects or would reasonably be expected to significantly and seriously adversely affect the business, operations or affairs of the Corporation and the Subsidiaries, taken as a whole, or the market price or value of the securities of the Corporation;

(c)any order, action or proceeding which cease trades or otherwise operates to prevent or restrict the trading of the Common Shares or any other securities of the Corporation is made or threatened by a securities regulatory authority;

(d)there should develop, occur or come into effect or existence any event, action, state, condition (including without limitation, terrorism, disease, plague, pandemic or accident) or major financial occurrence of national or international consequence or a new law or regulation, or a change to a law or regulation, which in the sole opinion of the Underwriter significantly and adversely affects or would reasonably be expected to significantly and seriously adversely affect the financial markets or the business, operations or affairs of the Corporation and the Subsidiaries, taken as a whole, or the market price or value of the securities of the Corporation;

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(e)the Corporation is in breach of any material term, condition or covenant of this Agreement that cannot be cured prior to the Closing or any material representation or warranty given by the Corporation in this Agreement is or becomes false and cannot be cured prior to Closing; or

(f)the state of the financial markets in Canada, the United States or elsewhere where the Underwriter plans to market the Offerred Units, Additional Shares or Additional Warrants is such that, in the reasonable opinion of the Underwriter, the Offered Units, Additional Shares or Additional Warrants cannot be marketed profitably.

(2)If this Agreement is terminated by any of the Underwriter pursuant to Section 13(1), there shall be no further liability on the part of such Underwriter or of the Corporation to such Underwriter, except in respect of any liability which may have arisen or may thereafter arise under Section 10, Section 11 and Section 18.

(3)The right of the Underwriter to terminate its respective obligations under this Agreement is in addition to such other remedies as they may have in respect of any default, act or failure to act of the Corporation in respect of any of the matters contemplated by this Agreement.

Section 15Closing

The closing of the purchase and sale of the Initial Units herein provided for shall be completed at 8:00 a.m. (E.S.T.) on September 29, 2020, or such other date and/or time as may be agreed upon in writing by the Corporation and the Underwriter, but in any event not later than November 4, 2020 (respectively, the "Closing Time" and the "Closing Date"), at the offices of Cassels Brock & Blackwell LLP.

Section 16Conditions of Closing and Option Closing

(1)The obligations of the Underwriter under this Agreement is subject to the accuracy of the representations and warranties of the Corporation contained in this Agreement both as of the date of this Agreement, the Closing Time and the Option Closing Time, the performance by the Corporation of its obligations under this Agreement and receipt by the Underwriter, at the Closing Time or Option Closing Time, as applicable, of:

(a)a favourable legal opinion, addressed to the Underwriter and dated the Closing Date and any Option Closing Date, as applicable, from Parr Brown Gee & Loveless as to the Corporation's right to and ownership of the Material Properties, subject to customary limitations, assumptions and qualifications, and in form and substance satisfactory to the Underwriter;

(b)a favourable legal opinion, addressed to the Underwriter and dated the Closing Date and any Option Closing Date, as applicable, from Dorsey & Whitney LLP, the Corporation's U.S. counsel, as to matters of Nevada law, such matters to be as set out in the attached Schedule "A";

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(c)a favourable legal opinion, addressed to the Underwriter and dated the Closing Date and any Option Closing Date, as applicable, from Cassels Brock & Blackwell LLP, the Corporation's Canadian counsel, as to matters of Canadian federal and provincial law (who may rely on the opinions of local counsel acceptable to them and to the Underwriter's counsel as to matters governed by the laws of jurisdictions in Canada other than the Provinces of British Columbia, Ontario and Alberta), such matters to be as set out in the attached Schedule "B", subject to customary limitations, assumptions and qualifications, and in form and substance satisfactory to the Underwriter;

(d)a favourable legal opinion and negative assurance letter, addressed to the Underwriter and dated the Closing Date and any Option Closing Date, as applicable, from Dorsey & Whitney LLP, the Corporation's U.S. counsel, to the effect set forth in Schedule "C", subject to customary limitations, assumptions and qualifications, and in form and substance satisfactory to the Underwriter;

(e)a favourable legal opinion, addressed to the Underwriter and dated the Closing Date and Option Closing Date, as applicable, from the Corporation's counsel, regarding the Material Subsidiary, with respect to the following: (i) the incorporation and existence of the Material Subsidiary under the laws of its jurisdiction of incorporation, (ii) as to the registered ownership of the issued and outstanding units of the Material Subsidiary and (iii) that the Material Subsidiary has all requisite corporate power under the laws of its jurisdiction of incorporation to carry on business and own its properties, subject to customary limitations, assumptions and qualifications, and in form and substance satisfactory to the Underwriter;

(f)certificates or evidence of issuance and registration representing, in the aggregate, the Initial Unit Shares and the Initial Warrants (and the Additional Shares, \ and/or Additional Warrants, if applicable) in the name of the Depository (such as DTC's nominee Cede & Co. or through direct or indirect participants, including CDS or its nominee) or in such other name(s) as the Underwriter shall have directed;

(g)certificates or evidence of issuance and registration on a non-certificated basis under a Direct Registration System maintained by the Warrant Agent (such as Computershare's Quickcert system), representing, in the aggregate, the Initial Unit Warrants (and the Additional Warrants, if applicable) or alternatively, in the name of the Depository (such as DTC's nominee Cede & Co. or through direct or indirect participants, including CDS or its nominee) or in such other name(s) as the Underwriter shall have directed;

(h)the auditor's comfort letter, addressed to the Underwriter and dated the Closing Date and any Option Closing Date, as applicable, updating the comfort letter referred to in Section 6(4) above with such changes as may be necessary from the comfort letter delivered previously to bring the information therein forward to a date which is within two Business Days of the Closing Date or Option Closing Date, as applicable;

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(i)the Underwriting Fee paid in accordance with the eighth paragraph of this Agreement;

(j)Broker Warrant Certificates evidencing the Broker Warrants issuable to the Underwriter on the Closing Date, registered as directed by the Underwriter;

(k)evidence satisfactory to the Underwriter that the Unit Shares, the Warrant Shares and the Broker Warrant Shares shall have been conditionally approved for listing on the TSXV, subject only to the official notice of issuance;

(l)evidence satisfactory to the Underwriter that the Corporation is a "reporting issuer" or its equivalent under the securities laws of each of the qualifying jurisdictions;

(m)a certificate, dated the Closing Date and any Option Closing Date, as applicable, and signed on behalf of the Corporation, but without personal liability, by the Chief Executive Officer and by the Chief Financial Officer of the Corporation, or such other officers of the Corporation as may be reasonably acceptable to the Underwriter, certifying that: (i) the Corporation has complied with all covenants and satisfied all terms and conditions hereof to be complied with and satisfied by the Corporation at or prior to the Closing Time or the Option Closing Time, as applicable; (ii) all the representations and warranties of the Corporation contained herein are true and correct as of the Closing Time or the Option Closing Time, as applicable with the same force and effect as if made at and as of the Closing Time or the Option Closing Time, as applicable, after giving effect to the transactions contemplated hereby; (iii) there has been no material change relating to the Corporation and its Subsidiaries, on a consolidated basis, since the date hereof which has not been disclosed in the Offering Documents, and with respect to which the requisite material change statement or report has not been filed and no such disclosure has been made on a confidential basis; and (iv) to the best of the knowledge, information and belief of the persons signing such certificate, after having made reasonable inquiries, no order, ruling or determination having the effect of ceasing or suspending trading in the Common Shares or any other securities of the Corporation has been issued and no proceedings for such purpose are pending or are contemplated or threatened;

(n)at the Closing Time and any Option Closing Time, as applicable, certificates dated the Closing Date and any Option Closing Date, as applicable, signed on behalf of the Corporation, but without personal liability, by the Chief Executive Officer of the Corporation or another officer acceptable to the Underwriter, acting reasonably, in form and content satisfactory to the Underwriter, acting reasonably, with respect to: the constating documents of the Corporation; the resolutions of the directors of the Corporation relevant to the Offering (including the allotment, issue (or reservation for issue, as applicable) and sale of the Offered Securities and the Broker Securities; the grant of the Over-Allotment Option; the authorization of this Agreement, the Warrant Indenture and the Broker Warrant Certificates; the listing of the Unit Shares, the Warrant Shares and the Broker Warrant Shares on the TSXV; and the transactions contemplated by this Agreement); and the incumbency and signatures of signing officers of the Corporation;

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(o)at the Closing Time or Option Closing Time, as applicable, a certificate of status (or equivalent) for the Corporation and each of the Subsidiaries dated within one (1) Business Day (or such earlier or later date as the Underwriter may accept) prior to the Closing Date;

(p)evidence satisfactory to the Underwriter that FINRA shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements of the Offering;

(q)evidence satisfactory to the Underwriter that the Corporation has complied with the provisions of the Governance and Investor Rights Agreement and the Investor Rights Agreement in respect of the participation rights and top-up rights provided for therein;

(r)evidence satisfactory to the Underwriter that the Corporation has complied with the provisions of the Waterton LOI in regards to the Corporation's completion of the Offering;

(s)evidence satisfactory to the Underwriter that the Warrant Indenture has been entered into by the Corporation and the Warrant Agent;

(t)such other documents as the Underwriter or counsel to the Underwriter may reasonably require; and all proceedings taken by the Corporation in connection with the issuance and sale of the Offered Securities and the Broker Securities shall be satisfactory in form and substance to the Underwriter and counsel for the Underwriter.

Section 17Over-Allotment Option

(1)The Over-Allotment Option may be exercised by the Underwriter at any time, in whole or in part, by delivering notice to the Corporation not later than 5:00 p.m. (eastern time) on the 30^th day after the Closing Date, which notice will specify the number of Additional Units, Additional Shares and/or Additional Warrants to be purchased by the Underwriter and the date (the "Option Closing Date") and time (the "Option Closing Time") on and at which such Additional Units, Additional Shares and/or Additional Warrants are to be purchased. Such Option Closing Date may be the same as (but not earlier than) the Closing Date and will not be earlier than three Business Days nor later than five Business Days after the date of delivery of such notice (except to the extent a shorter or longer period shall be agreed to by the Corporation). Subject to the terms of this Agreement, upon the Underwriter furnishing this notice, the Underwriter will be committed to purchase and the Corporation will be committed to issue and sell in accordance with and subject to the provisions of this Agreement, the number of Additional Units, Additional Shares and/or Additional Warrants indicated in the notice. Additional Units, Additional Shares and/or Additional Warrants may be purchased by the Underwriter only for the purpose of satisfying over-allotments made in connection with the Offering or for market stabilization purposes.

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(2)In the event that the Over-Allotment Option is exercised in accordance with its terms, the closing of the issuance and sale of that number of Additional Units, Additional Shares and/or Additional Warrants in respect of which the Underwriter is exercising the Over-Allotment Option shall take place at the Option Closing Time at the offices of Cassels Brock & Blackwell LLP or at such other place as may be agreed to by the Underwriter and the Corporation.

(3)At the Option Closing Time, the Corporation shall issue to the Underwriter certificates or evidence of issuance and registration representing that number of Additional Units, Additional Shares and/or Additional Warrants in respect of which the Underwriter is exercising the Over-Allotment Option in the name of DTC's nominee Cede & Co., or through direct or indirect participants, including CDS or its nominee or in such other name(s) as the Underwriter shall have directed against payment of $0.20 per Additional Unit, $0.195 per Additional Share and/or $0.01 per Additional Warrant, by wire transfer or certified cheque payable to the Corporation or as otherwise directed by the Corporation.

(4)Concurrently with the deliveries and payment under paragraph (3), the Corporation shall pay the Underwriting Fee applicable to the Additional Units, Additional Shares and/or Additional Warrants and deliver Broker Warrant Certificates evidencing the Broker Warrants issuable in respect of the Additional Units, Additional Shares and/or Additional Warrants in the manner provided in the eight paragraph of this Agreement against delivery of a receipt for that payment.

(5)The obligation of the Underwriter to make any payment or delivery contemplated by this Section 17 is subject to the conditions set forth in Section 16.

Section 18Expenses

The Corporation will pay all expenses and fees in connection with the Offering, including, without limitation: (i) all expenses of or incidental to the creation, issue, sale or distribution of the Offered Securities, the Broker Securities and the filing of the Offering Documents; (ii) the reasonable fees and expenses of the Corporation's legal counsel; (iii) all costs incurred in connection with the preparation of documentation relating to the Offering; and (iv) the actual and accountable reasonable out-of-pocket expenses of the Underwriter and actual and accountable fees and disbursements of the Underwriter's legal counsel (to a maximum of $100,000 in respect of the Underwriter's Canadian counsel fees and US$50,000 in respect of the Underwriter's legal counsel fees), in compliance with FINRA Rule 5110(g)(5)(A) (collectively, the "Underwriter's Expenses"). All actual and accountable fees and expenses incurred by the Underwriter, or on their behalf, shall be payable by the Corporation immediately upon receiving an invoice therefor from the Underwriter and shall be payable whether or not an offering is completed. At the option of the Underwriter, such fees and expenses may be deducted from the gross proceeds otherwise payable to the Corporation on the closing of the Offering.  Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriter's Expenses, as described in this Section 18.

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Section 19No Advisory or Fiduciary Relationship

The Corporation acknowledges and agrees that (a) the purchase and sale of the Offered Units and any Additional Shares or Additional Warrants pursuant to this Agreement, including the determination of the Offering Price of the Offered Units and any related discounts and commissions, is an arm's-length commercial transaction between the Corporation, on the one hand, and the Underwriter, on the other hand, (b) in connection with the Offering and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Corporation or its shareholders, creditors, employees or any other party, (c) the Underwriter has not assumed and will not assume an advisory or fiduciary responsibility in favour of the Corporation with respect to the Offering or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Corporation on other matters) and the Underwriter does not have any obligation to the Corporation with respect to the Offering except the obligations expressly set forth in this Agreement, (d) the Underwriter and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Corporation, and (e) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the Offering and the Corporation has consulted its own legal, accounting, regulatory and tax advisors to the extent it deems appropriate.

Section 20Notices

Any notice to be given hereunder shall be in writing and may be given by facsimile or by hand delivery and shall, in the case of notice to the Corporation, be addressed and faxed or delivered to:

Contact Gold Corp.

Suite 1050, 400 Burrard Street

Vancouver, BC  V6C 3A6

Canada

Attention:  Matthew Lennox-King

Email:info@contactgold.com

with a copy to (such copy not to constitute notice):

Cassels Brock & Blackwell LLP

Suite 2100, Scotia Plaza

40 King Street West

Toronto ON  M5H 3C2
Canada

Attention: Jay Goldman

Fax No.:  (416) 644 9337

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Dorsey & Whitney LLP

1400 Wewetta Street, Suite 400

Denver, CO 80202

Attention: Kenneth Sam

Fax No.:  (303) 629-3445

and in the case of the Underwriter, be addressed and faxed or delivered to:

Cormark Securities Inc.

Cormark Securities (USA) Limited

Suite 1800 - 200 Bay Street
Toronto, Ontario M5J 2J2
Attention: Paul Nieznalski
Fax No.:(416) 943-6499

with a copy to (such copy not to constitute notice):

Blake, Cassels & Graydon LLP
Suite 2600, Three Bentall Centre

595 Burrard Street, P.O. Box 49314

Vancouver, British Columbia V7X 1L3

Attention: Kathleen Keilty
Fax No.: (604) 631-3309

The Corporation and the Underwriter may change their respective addresses for notice by notice given in the manner referred to above.

Section 21Survival

The representations, warranties, obligations and agreements of the Corporation and of the Underwriter contained herein or delivered pursuant to this Agreement shall survive the purchase by the Underwriter of the Offered Units and shall continue in full force and effect for a period of three years notwithstanding any subsequent disposition by the Underwriter of the Offered Units, Additional Shares or Additional Warrants and the Underwriter shall be entitled to rely on the representations and warranties of the Corporation contained in or delivered pursuant to this Agreement notwithstanding any investigation which the Underwriter may undertake or which may be undertaken on the Underwriter's behalf.

Section 22Market Stabilization

In connection with the distribution of the Offered Units, the Additional Shares or the Additional Warrants, the Underwriter may effect transactions which stabilize or maintain the market price of the securities of the Corporation at levels other than those which might otherwise prevail in the open market, but in each case as permitted by Applicable Securities Laws. Such stabilizing transactions, if any, may be discontinued by the Underwriter at any time.

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Section 23Entire Agreement

Any and all previous agreements with respect to the purchase and sale of the Offered Units, the Additional Shares or the Additional Warrants, whether written or oral, are terminated and this Agreement constitutes the entire agreement between the Corporation and the Underwriter with respect to the purchase and sale of the Offered Units, the Additional Shares or the Additional Warrants.

Section 24Governing Law

This Agreement shall be governed by and construed in accordance with the laws in force in the Province of British Columbia and the federal laws of Canada applicable therein.

Section 25Time of the Essence

Time shall be of the essence of this Agreement. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

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If the foregoing is in accordance with your understanding and is agreed to by you, will you please confirm your acceptance by signing the enclosed copies of this letter at the place indicated and returning the same to us on or before September 23, 2020.

Yours truly,

CORMARK SECURITIES INC.
By:	(signed) “Paul Nieznalski”
	Name:  Paul Nieznalski
	Title:    Director, Equity Capital Markets

CORMARK SECURITIES (USA) LIMITED
By:	(signed) “Julie Eisenstat”
	Name: Julie Eisenstat
	Title:   Chief Compliance Officer

S-1

The foregoing is in accordance with our understanding and is accepted by us.

CONTACT GOLD CORP.
By:	(signed) "Matthew Lennox-King"
	Name: Matthew Lennox-King
	Title: President, Chief Executive Officer and Director
By:	(signed) "John Wenger"
	Name: John Wenger
	Title: Chief Financial Officer and Corporate Secretary

S-2

SCHEDULE "A"

MATTERS TO BE ADDRESSED IN THE CORPORATION'S

NEVADA COUNSEL OPINION

(a)Based solely on the Good Standing Certificate, the Corporation is a validly existing corporation and in good standing in Nevada.

(b)The Corporation has all necessary corporate power and capacity to carry on its business as now conducted and to own, lease and operate its property and assets and the Corporation has the requisite corporate power and capacity to execute and deliver the Underwriting Agreement and to carry out the transactions contemplated thereby.

(c)The Corporation has all necessary corporate power and capacity: (i) to issue and sell the Offered Units, the Additional Shares and the Additional Warrants; (ii) to issue and sell the Broker Warrants; and (ii) to grant the Over-Allotment Option.

(d)All necessary corporate action has been taken by Corporation to (i) authorize the execution and delivery of the Underwriting Agreement and the performance by the Corporation of its obligations thereunder, (ii) to authorize the issuance, sale and delivery of the Offered Units, the Additional Shares, the Additional Warrants and the Broker Warrants, (iii) to allot and reserve for issuance, upon the due exercise of the Unit Warrants, the  and the Broker Warrants, including full payment of the exercise therefor, the Common Shares issuable upon such exercise as validly issued, fully paid and non-assessable Common Shares and (iv) and the grant of the Over-Allotment Option.

(e)The Unit Shares and the Additional Shares have been duly authorized and validly issued as fully-paid and non-assessable common stock in the capital of the Corporation upon full payment therefor and the issue thereof.

(f)The delivery of the Unit Shares, the Unit Warrants and any Additional Shares or Additional Warrants in electronic form does not conflict with the laws of Nevada or the incorporation documents of the Corporation.

(g)All necessary corporate action has been taken by the Corporation to authorize the execution and delivery of (a) each of the Offering Statement, the Preliminary Offering Circular, as amended, the Final Offering Circular, any supplementary material and any marketing documents and the filing thereof with the Commissions and (b) each of the preliminary based shelf prospectus of the Corporation dated September 28, 2018, the final base shelf prospectus of the Corporation dated October 24, 2018, the preliminary prospectus supplement of the Corporation dated August 6, 2020, the amended and restated preliminary prospectus supplements of the Corporation dated August 10, 2020, August 31, 2020 and September 22, 2020, the final prospectus supplement of the Corporation dated September 23, 2020, and any supplementary material and any marketing documents and the filing thereof with the Canadian Securities Commissions.

(h)The Underwriting Agreement has been duly executed and delivered by the Corporation.

A-1

(i)The execution and delivery of the Underwriting Agreement, the fulfillment of the terms thereof by the Corporation, the offering, issuance, sale and delivery of the Offered Units, the Broker Warrants and any Additional Shares or Additional Warrants, the reservation for issuance of the Common Shares issuable upon the due exercise of the Unit Warrants and the Broker Warrants and the grant of the Over-Allotment Option do not and will not conflict with any of the terms, conditions or provisions of the incorporation documents of the Corporation, any resolutions of the shareholders or directors (or any committee thereof) of the Corporation or Chapter 78 of the Nevada Revised Statutes.

A-2

SCHEDULE "B"

MATTERS TO BE ADDRESSED IN THE CORPORATION'S

CANADIAN COUNSEL OPINION

(a)the Corporation is a "reporting issuer", or its equivalent, in each of the Qualifying Jurisdictions and it is not listed as in default of any requirement of the Applicable Securities Laws in any of the Qualifying Jurisdictions;

(b)this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, subject to customary limitations and qualifications including, but not limited to, bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to the qualification that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law;

(c)all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each Qualifying Jurisdiction have been obtained to qualify the distribution of the Offered Units, the Additional Shares, the Additional Warrants and the Broker Warrants in each of the Qualifying Jurisdictions through persons who are registered under Applicable Securities Laws and who have complied with the relevant provisions of such applicable laws;

(d) the issuance by the Corporation of the (i) Warrant Shares upon the due exercise of the Unit Warrants and (ii) Broker Shares upon the due exercise of the Broker Warrants, is exempt from, or is not subject to, the prospectus requirements of Applicable Securities Laws of the Qualifying Jurisdictions and no prospectus or other documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under Applicable Securities Laws of the Qualifying Jurisdictions in connection therewith;

(d)subject only to the Standard Listing Conditions, the Unit Shares, the Warrant Shares and the Broker Warrant Shares have been conditionally listed or approved for listing on the TSXV; and

(e)subject to the qualifications contained therein as to the accuracy of the statements under the headings "Eligibility For Investment" and "Certain Canadian Federal Income Tax Considerations" in the Canadian Prospectus.

B-1

SCHEDULE "C"

MATTERS TO BE ADDRESSED IN THE CORPORATION'S

U.S. COUNSEL OPINION

(1)The Offering Statement was qualified by the SEC on [●], 2020 under the U.S. Securities Act and the U.S. Securities Act Regulations; any required filing of each Rule 255(a) communication has been made in the manner and within the time period required by Regulation A; and no order suspending the exemption under Regulation A pursuant to Rule 258 under Regulation A has been issued and no proceeding for that purpose against the Corporation or in connection with the Offering is pending or, to our knowledge, threatened by the Commission.

(2)The Offering Statement, the Pricing Disclosure Package and the Final Offering Circular and each amendment or supplement to the Offering Statement, the Pricing Disclosure Package and the Final Offering Circular, as of their respective qualification or issue dates, appear on their face to be appropriately responsive in all material respects to the applicable requirements of the U.S. Securities Act and the U.S. Securities Act Regulations.

(3)The execution, delivery and performance by the Corporation of the Underwriting Agreement, the compliance by the Corporation with the terms thereof, and the consummation of the transactions contemplated by the Underwriting Agreement will not result in the violation of any applicable United States federal law, statute, rule or regulation, in each case which in such counsel's experience are normally applicable to the transactions of the type contemplated by the Underwriting Agreement (except that we express no opinion herein with respect to state securities laws, statutes, rules or regulations or the anti-fraud provisions of the securities laws of any applicable jurisdiction).

(4)No consent, approval, authorization, order, registration or qualification of or with any United States federal court, arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Corporation of the Underwriting Agreement, the compliance by the Corporation with the terms thereof, the issuance and sale of the Offered Units, the Additional Shares or the Additional Warrants being delivered on the Closing Date or the Option Closing Date, as the case may be, and the consummation of the transactions contemplated by the Underwriting Agreement, except for the qualification of the Offered Units, the Additional Shares and the Additional Warrants pursuant to Regulation A under the U.S. Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Offered Units, the Additional Shares or the Additional Warrants by the Underwriter or as may be required to be obtained from FINRA.

(5)Subject to the qualifications contained therein, the statements in the Offering Statement under the heading "Material U.S. Federal Income Tax Considerations For Non-U.S. Holders", insofar as such statements purport to summarize U.S. legal matters, fairly present, to the extent required by the U.S. Securities Act and the Regulations, in all material respects, such U.S. legal matters.

C-1

(6)After giving effect to the application of the proceeds received by the Corporation from the offering and sale of the Offered Units and any Additional Shares or Additional Warrants as described in the Final Offering Circular, the Corporation will not be required to be registered as an investment company under the Investment Company Act of 1940, as amended.

Subject to [qualifications], we confirm to you that, on the basis of the information that we gained in the course of performing the services referred to above, no facts have come to our attention that have caused us to believe that (1) the Offering Statement, as of the Qualification Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstance under which they were made, not misleading; (2) the Pricing Disclosure Package, as of the Applicable Time, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (3) the Final Offering Circular, as of its date or as of the date hereof, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that, in connection with clauses (1), (2) and (3) above, we make no statement as to: (i) any financial statements (including notes thereto) or financial schedules or other financial data or accounting or statistical data; (ii) the information derived from any technical report of the Corporation related to any property of the Corporation (each, a "Technical Report"), or information attributed to, persons named as authors of any such Technical Report, including in or omitted from the Offering Statement, Pricing Disclosure Package or Final Offering Circular; (iii) any data, mineral reserve and resource and geological and other scientific or technical information attributable to persons named in the Offering Statement under the heading "Technical Information" or (iv) the title to any real property owned or leased by the Corporation.

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SCHEDULE "D"

FORM OF LOCK-UP AGREEMENT

[●]

To:Cormark Securities Inc. and Cormark Securities (USA) Ltd. (collectively, the "Underwriter")

Re: Contact Gold Corp. - Lock-Up Agreement

The undersigned, a director or officer of Contact Gold Corp. (the "Corporation"), understands that the Underwriter has entered into an underwriting agreement (the "Underwriting Agreement") with the Corporation providing for a public offering in Canada and the United States (the "Offering") of units of the Corporation comprised of one share of common stock, par value US$0.001 per share, of the Corporation (the "common shares") and one-half of one common share purchase warrant. The undersigned also acknowledges that the Underwriter has requested that the undersigned enter into this agreement as a condition of completion of the Offering and that, in consideration of the Offering and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged by the undersigned, the undersigned has agreed to enter into this agreement (the "Lock-Up Agreement") in favour of the Underwriter.

All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Underwriting Agreement.

The undersigned represents and agrees that during the period beginning from the date hereof and ending 90 days from the closing date of the Offering (the "Lock-Up Period"), he, she or it shall not (and shall cause its affiliates not to) directly or indirectly, offer, sell, contract to sell, transfer, assign, pledge, grant any option to purchase, make any short sale or otherwise dispose of or monetize any common shares, or any options or warrants to purchase any common shares, or any securities convertible into, exchangeable for, or that represent the right to receive, common shares, now owned directly or indirectly by the undersigned, or under control or direction of the undersigned or with respect to which the undersigned has beneficial ownership as set out in Appendix "1" attached hereto (collectively, the "Undersigned's Securities"), or subsequently acquired, directly or indirectly by the undersigned, or under control or direction of the undersigned or with respect to which the undersigned acquires beneficial ownership (together with the Undersigned's Securities, the "Locked-up Securities") or enter into any swap, forward or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of the Locked-up Securities (regardless of whether any such arrangement is to be settled by the delivery of securities of the Corporation, securities of another person, cash or otherwise) or agree to do any of the foregoing or publicly announce any intention to do any of the foregoing.

Notwithstanding the foregoing, the undersigned may offer, sell, contract to sell, transfer, assign, pledge, grant an option to purchase, make any short sale or otherwise dispose of or monetize any of the Locked-up Securities, or enter into any swap, forward or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of the Locked-up Securities, whether directly or indirectly, or agree to do any of the foregoing or publicly announce any intention to do any of the foregoing during the Lock-Up Period:

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1.with the prior written consent of the Underwriter, which consent will not be unreasonably withheld or delayed;

2.without the consent of the Underwriter, in order for the undersigned to sell, transfer or tender the Locked-up Securities (or any of them) to a bona fide take-over bid made to all holders of common shares of the Corporation or in connection with a merger, business combination, arrangement, consolidation, reorganization, restructuring or similar transaction (a "reorganization") involving the Corporation; provided, however, that in such case it shall be a condition of the sale, transfer or tender that if such take-over bid or reorganization is not completed during the Lock-Up Period, any Locked-up Securities subject to this Lock-Up Agreement shall remain subject to the restrictions herein;

3.without the consent of the Underwriter, where the undersigned exercises any options or warrants, or similar rights, provided that any underlying securities issued by the Corporation on such exercise remain part of the Locked-up Securities for purposes of this Lock-Up Agreement;

4.without the consent of the Underwriter, in order for the undersigned to sell any Locked-up Securities, the proceeds from the sale of which are used solely to participate in the Offering as part of the President's List; or

5.without the consent of the Underwriter, directly or indirectly, (A) pursuant to gifts and transfers by will or intestacy, (B) pursuant to transfers to (i) the undersigned's members, partners, affiliates, associates or immediate family or (ii) a trust or Registered Retirement Savings Plan or other entity, the beneficiaries of which are the undersigned and/or members of the undersigned's immediate family, or (C) pledges of the Locked-Up Securities as security for bona fide indebtedness of the undersigned; provided in each such case that, as a pre-condition to (A), (B) and (C) the donee, transferee or pledgee agrees in writing to be bound by the foregoing in the same manner as it applies to the undersigned. "Immediate family" shall mean spouse, lineal descendants, father, mother, brother or sister of the transferor and father, mother, brother or sister of the transferor's spouse.

The undersigned understands that the Corporation and the Underwriter are relying upon this Lock-Up Agreement in proceeding toward consummation of the Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's legal representatives, successors, and assigns, and shall enure to the benefit of the Corporation, the Underwriter and their legal representatives, successors and assigns. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and the parties hereto hereby agree to attorn to the non-exclusive jurisdictions of the court of the Province of British Columbia in connection with any dispute or claim hereunder.

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DATED this [●] day of [●], [●]

[NAME OF SHAREHOLDER]

Per:  ___________________________
Name:
Title:

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Appendix "1" to the Lock-Up Agreement

UNDERSIGNED'S CURRENT SECURITY HOLDINGS OF
CONTACT GOLD CORP.

The undersigned hereby confirms that the undersigned owns, directly or indirectly, or has control or direction over the following securities of the Corporation:

Common Stock:_____________________

Warrants:_____________________

Options:_____________________

RSUs:                    _____________________

DSUs:                    _____________________

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SCHEDULE "E"

PRICING DISCLOSURE PACKAGE INFORMATION

1.The following pricing terms:

(a)The Corporation is selling 67,500,000 Offered Units.

(b)The Corporation has granted an option to the Underwriter, to purchase up to an additional 10,125,000 Additional Units, and/or 10,125,000 Additional Shares and/or 5,062,500 Additional Warrants so long as the aggregate number of Additional Shares and Additional Warrants which may be issued pursuant to the Over-Allotment Option does not exceed 10,125,000 Additional Shares and 5,062,500 Additional Warrants.

(c)The public offering price per share for the Offered Units shall be $0.20.

2.  The Testing the Waters Communications listed in Schedule "F" to the Agreement

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SCHEDULE "F"

TESTING-THE-WATERS COMMUNICATIONS

1.The Canadian Final Base Shelf Prospectus

2.The Canadian Preliminary Prospectus Supplement

3.The Documents Incorporated by Reference

4.The Investor Presentation

5.The Term Sheet

F-1

SCHEDULE "G"

SUBSCRIPTION AGREEMENT

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EX1A-4 SUBS AGMT

SUBSCRIPTION AGREEMENT

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO THE SUBSCRIBER IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

INVESTORS WHO ARE NOT "ACCREDITED INVESTORS" (AS THAT TERM IS DEFINED IN SECTION 501(a) OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 3. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY THE SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THE OFFERING CIRCULAR OR ANY OF THE OTHER MATERIALS (COLLECTIVELY, THE "OFFERING MATERIALS") OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS (INCLUDING "TESTING THE WATERS" MATERIALS) AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR'S OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISOR AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR'S PROPOSED INVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. SEE "CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS" IN THE OFFERING CIRCULAR.

Ladies and Gentlemen:

1.Subscription.

(a)The undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees to purchase from Contact Gold Corp., a Nevada corporation (the "Company"), upon the terms and conditions set forth herein, such number of units of the Company ("Units") as set forth on the signature page hereto, for an aggregate purchase price (the "Purchase Price") equal to the product of (x) the aggregate number of Units the Subscriber has agreed to purchase and (y) the purchase price per Unit (the "Subscription Price") as set forth on the signature page hereto.  Each Unit consisting of one share of common stock, par value US$0.001 per share, of the Company (the "Unit Shares"), and one-half of one warrant of the Company (a "Warrant").  Each whole Warrant is exerciseable by the holder thereof to acquire, subject to adjustment in certain circumstances, one share of common stock of the Company (a "Warrant Share") at an exercise price of Cdn$0.27, on or before 4:30 p.m. (Vancouver time) on the date that is 24 months from the Closing Date.  The Warrants are governed by the terms of a Warrant Indenture (the "Warrant Indenture") between the Company and Computershare Trust Company of Canada (the "Warrant Agent").

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(b)The Subscriber understands that the Units are being offered pursuant to an offering circular (the "Offering Circular") filed with the SEC as part of the Offering Statement on Form 1-A (the "Offering Statement"). By executing this Subscription Agreement, the Subscriber acknowledges that it has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision.

(c)The Subscriber's subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to the Subscriber only a portion of the number of the Units that the Subscriber has subscribed for. The Company will notify the Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If the Subscriber's subscription is rejected, the Subscriber's payment (or portion thereof if partially rejected) will be returned to the Subscriber without interest and all of the Subscriber's obligations hereunder shall terminate.

(d)In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 4 hereof, which shall remain in force and effect.

2.Purchase Procedure.

(a)The Shares are being offered by Cormark Securities Inc. and its U.S. affiliate, Cormark Securities (USA) Limited (collectively, the "Underwriters"). The completion of the purchase and sale of the Units (the "Closing") shall take place at a place and time (the "Closing Date") to be specified by the Company and the Underwriters in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

(b)Upon satisfaction or waiver of all the conditions to closing set forth in the Offering Statement and the underwriting agreement between the Company and the Underwriters, at the Closing, (i) the Subscriber shall pay the Purchase Price by check or by wire transfer of immediately available funds to the Underwriters, and (ii) the Underwriters shall cause the Shares to be delivered to the Subscriber with the delivery of the Unit Shares to be made through The Depository Trust Corporation ("DTC") electronic settlement and through DTC participants, including the non-certificated inventory system of CDS Clearing and Depositary Services Inc. ("CDS").  The Underwriters and any participating broker dealers shall confirm, via the selected dealer agreement or master selected dealer agreement that it will comply with Exchange Act Rule 15c2-4.

(c)The Subscriber shall receive notice and evidence of the digital entry of the number of the Shares owned by the Subscriber reflected on the books and records of the Company and verified by Computershare Investor Services Inc. ("Transfer Agent"), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A under the Securities Act.

(d)The Warrants will only be delivered in certificated form such as via Computershare's Quickcert System or on a non-certificated basis under a Direct Registration System (DRS) maintained by the Warrant Agent, and the Subscriber shall receive notice and evidence of the digital entry of the number of the Warrants owned by the Subscriber reflected on the books and records of the Company and verified by the Warrant Agent, which books and records shall bear a notation that the Warrants were sold in reliance upon Regulation A under the Securities Act.

3.Representations and Warranties of the Subscriber. By executing this Subscription Agreement, the Subscriber (and, if the Subscriber is purchasing the Units subscribed for hereby in a fiduciary capacity, the person or persons for whom the Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date hereof and as of such Subscriber's respective Closing Date(s):

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(a)Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on the Subscriber's part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of the Subscriber, enforceable in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (ii) as limited by general principles of equity that restrict the availability of equitable remedies.

(b)Investment Representations. The Subscriber understands that the Units, Unit Shares, Warrants and Warrant Shares (collectively, the "Unit Securities") have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities law. The Subscriber also understands that the Unit Securities are being offered and sold pursuant to an exemption from registration under Regulation A of the Securities Act based in part upon the Subscriber's representations contained in this Subscription Agreement.

(c)Accredited Investor Status or Investment Limits. The Subscriber represents that either:

(i) The Subscriber is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act; or

(ii) the Purchase Price, together with any other amounts previously used to purchase the Units in this offering, does not exceed 10% of the greater of the Subscriber's annual income or net worth (if the Subscriber is a natural person) or 10% of the greater of the Subscriber's revenue or net assets for such Subscriber's most recently completed fiscal year end (if such Subscriber is not a natural person).

The Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

(d)Qualified Purchaser. The Subscriber is a "qualified purchaser" as that term is defined in Regulation A (a "Qualified Purchaser").  The Subscriber agrees to promptly provide the Company and the Underwriters and their respective agents with such other information as may be reasonably necessary for them to confirm the Qualified Purchaser status of the Subscriber.

(e)Shareholder Information. Within five days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. 

(f)Company Information. The Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Statement. The Subscriber has had such opportunity as it deems necessary to discuss the Company's business, management and financial affairs with representatives of the Company. The Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its representatives regarding the terms and conditions of this investment. The Subscriber acknowledges that, except as set forth herein, no representations or warranties have been made to the Subscriber, or to the Subscriber's advisors or representatives, by the Company or others with respect to the business or prospects of the Company or its financial condition.

(g)Foreign Investors. If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Subscriber's subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Subscriber's jurisdiction.

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(h)Warrant Qualification.  Neither the Warrants nor the Warrant Shares have been registered under the Securities Act or any state securities laws, and the Warrants may be exericised only if the Warrant Shares are registered under the Securities Act and applicable state securities laws or an exemption from such registration requirements is available.  The offer and sale of the Units, Unit Shares, Warrants and Warrant Shares have been or will be qualified under Regulation A of the Securities Act, which permits the qualification of securities that issued upon exercise of outstanding warrants under Rule 251(a)(3)(C) and Rule 251(a)(3)(F) of the Securities Act; provided that the issuer is current in its annual and semi-annual filings pursuant to Rule 257(b) of the Securities Act.

4.Representations and Warranties of the Company. By its acceptance of this offer, the Company covenants, agrees and confirms that the Subscriber will have the benefit of all of the representations, warranties, covenants and conditions provided to or for the benefit of the Underwriters pursuant to the Underwriting Agreement.

5.Indemnity. The Subscriber agrees to indemnify and hold harmless the Underwriters, the Company and their respective officers, directors and affiliates, and each other person, if any, who controls any of the Underwriters or the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys' fees, including attorneys' fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

6.Governing Law; Jurisdiction. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of Nevada.

EACH OF THE SUBSCRIBER AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF NEVADA AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT MAY BE LITIGATED IN SUCH COURTS; PROVIDED HOWEVER THAT IN ACCORDANCE WITH SECTION 27 OF THE EXCHANGE ACT, UNITED STATES FEDERAL COURTS SHALL HAVE JURISDICTION OVER ALL SUITS AND ANY ACTION BROUGHT TO ENFORCE ANY DUTY OR LIABILITY CREATED BY THE EXCHANGE ACT OR THE RULES AND REGULATIONS THEREUNDER AND THAT IN ACCORDANCE WITH SECTION 22 OF THE SECURITIES ACT, UNITED STATES FEDERAL AND STATE COURTS SHALL HAVE CONCURRENT JURISDICTION OVER ALL SUITS BROUGHT TO ENFORCE ANY DUTY OR LIABILITY CREATED BY THE SECURITIES ACT OR THE RULES AND REGULATIONS THEREUNDER.

7.Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows:

If to the Company, to: Contact Gold Corp. 400 Burrard St., Suite 1050 Vancouver, BC Canada V6C 3A6 Attention: John Wenger Email: wenger@contactgold.com with a required copy to: Dorsey & Whitney LLP 1400 Wewatta Street, Suite 400 Denver, CO 80202 Attention: Kenneth Sam Email: sam.kenneth@dorsey.com

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If to the Underwriters, to:

Cormark Securities Inc.

Cormark Securities (USA) Ltd.

Suite 2800

200 Bay Street

Toronto, ON Canada

M5J 2J2

Attention: Kevin Carter

Email: kcarter@ cormark.com

or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.

Miscellaneous.

(a)All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

(b)This Subscription Agreement is not transferable or assignable by the Subscriber.

(c)The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon the Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.

(d)None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and the Subscriber.

(e)In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

(f)The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

(g)This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

(h)The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

(i)The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

(j)This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

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(k)If any recapitalization or other transaction affecting the stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Shares shall be immediately subject to this Subscription Agreement, to the same extent that the Shares, immediately prior thereto, shall have been covered by this Subscription Agreement.

(l)No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

[SIGNATURE PAGE FOLLOWS]

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SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned, desiring to purchase the Shares of Contact Gold Corp. (the "Company"), by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.

This Offering is being made in Canadian dollars and the purchase price for Units must be paid in Canadian dollars.

SUBSCRIPTION AND SUBSCRIBER INFORMATION

Please print all information (other than signatures), as applicable, in the space provided below

Subscriber Information and Signature	Purchase Price
(Name of Subscriber)	Number of Shares of Units:
	x the Subscription Price = Cdn$0.20 _____
By: _______________________________________________ Authorized Signature	Aggregate Purchase Price:_____________________________ (the "Purchase Price")
____________________________________________________________ (Official Capacity or Title - if the Subscriber is not an individual) ____________________________________________________________ (Name of individual whose signature appears above if different than the name of the Subscriber printed above.) ____________________________________________________________ (Subscriber's Residential Address, including Municipality and Province or State) ____________________________________________________________ ____________________________________________________________ (Subscriber's Telephone Number)                                    (Email Address)	Certifications:  Please Check One of the Following __________ (i) The undersigned is an "accredited investor" (as that term is defined in Rule 501(a) of Regulation D under the Securities Act) because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto; or __________ (ii) The Purchase Price set forth above (together with any previous investments in the Units pursuant to this offering) does not exceed 10% of the greater of (X) the undersigned's net worth or annual income (if the undersigned is a natural person) or (Y) revenue or net assets for the undersigned's most recently completed fiscal year end (if such Subscriber is not a natural person); or _________ (iii) The undersigned is resident in the UK or the EU and has completed (A) the UK Investor Appendix (Appendix B) and the EEA Investor Appendix (Appendix C), each attached hereto, as a "Qualified Investor"; or _________ (iv) The undersigned is resident in Switzerland and has completed the SWITZERLAND Investor Appendix (Appendix D) attached hereto, as a Switzerland Investor. _________ (v) The undersigned is resident in Hong Kong and has completed the HONG KONG Investor Appendix (Appendix E) attached hereto, as a Hong Kong Investor.

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Account Registration Information: ____________________________________________________________
(Name) ____________________________________________________________
(Account Reference, if applicable) ____________________________________________________________ ____________________________________________________________
(Address, including Postal or Zip Code) Delivery Instructions: ____________________________________________________________
(Name) ____________________________________________________________
(Account Reference, if applicable) ____________________________________________________________ ____________________________________________________________
(Address, including Postal or Zip Code)

____________________________________________________________ (Telephone Number)(Fax Number)

____________________________________________________________ (Contact Name)

It is anticipated that the Unit Shares purchased hereunder will be deposited electronically with The Depository Trust Corporation (“DTC”) system or through participants, including CDS Clearing and Depository Services Inc. (“CDS”) through its book-based system administered by CDS on the Closing Date (as defined herein). In such case, the Subscriber (as defined herein) understands and acknowledges that securities purchased hereunder will be registered in the name of Cede & Co. (DTC’s nominee), CDS, or its nominee, and held by, or on behalf of, DTC or CDS and the Subscriber will not be entitled to receive definitive certificates or other instruments from the Company or DTC or CDS representing their interest in the securities purchased hereunder. The Subscriber will receive only a customer confirmation from the registered dealer who is a DTC or CDS participant and from or through whom the securities hereunder are purchased against payment of the Purchase Price. It is also anticipated that the Warrants and Additional Warrants will be delivered Warrants will only be delivered in certificated form (such as via Computershare’s Quickcert system) or on a non-certificated basis under a Direct Registration System (DRS) maintained by the Warrant Agent, and the books and records shall bear a notation that the Warrants were sold in reliance upon Regulation A.

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APPENDIX A

An accredited investor includes the following categories of investor:

(1)Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934, as amended; any insurance company as defined in section 2(a)(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940, as amended, or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958, as amended; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of U.S.$5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of U.S.$5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(2)Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940, as amended;

(3)Any organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of U.S.$5,000,000;

(4)Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(5)Any natural person whose individual net worth, or joint net worth with that person's spouse, exceeds U.S.$1,000,000.

Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5):

(A) The person's primary residence shall not be included as an asset;

(B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

(C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

(6)Any natural person who had an individual income in excess of U.S.$200,000 in each of the two most recent years or joint income with that person's spouse in excess of U.S.$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(7)Any trust, with total assets in excess of U.S.$5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in §230.506(b)(2)(ii); and

(8)Any entity in which all of the equity owners are accredited investors.

9

APPENDIX B

UK INVESTOR APPENDIX

1.The terms, conditions and representations set out in this UK Investor Appendix apply to a proposed investment by any Subscriber that is a body corporate incorporated in, or whose place of business is in, the United Kingdom ("UK Investor").  The undersigned, being a UK Investor desiring to purchase Shares of Contact Gold Corp. ("Company"), by executing this UK Investor Appendix, hereby executes, adopts and agrees to the further terms, conditions and representations set out in this UK Investor Appendix which are supplemental to the terms, conditions and representations set out in the main body of the Subscription Agreement to which this UK Investor Appendix is appended. In the event of any conflict between the provisions of this UK Investor Appendix and the provisions of the main body of the Subscription Agreement, the provisions of this UK Investor Appendix shall prevail in respect of the undersigned. Capitalised terms not otherwise defined in this UK Investor Appendix shall have the meanings given to them in the Subscription Agreement.

2.Further to and without prejudice to the provisions of Section 3(g) of the Subscription Agreement, the undersigned Subscriber irrevocably acknowledges, undertakes, represents, warrants and agrees (as the case may be) that:

2.1.it is a "qualified investor" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 ("Prospectus Regulation") who is a person of a kind described in Article 19(5) (Investment Professionals) and/or 49(2) (high net worth companies etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended;

2.2.it is acting as principal on its own account and not as agent for or on behalf of any other person;

2.3.it is subscribing for Shares for investment only and not for resale or distribution;

2.4.none of the Offering Circular, Offering Statement or Subscription Agreement has been approved by the Underwriters or any authorised person under section 21 of the Financial Services and Markets Act 2000 ("FSMA") and it will not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person; and

2.5.it is aware of and acknowledges that it has complied with and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Shares in, from or otherwise involving, the United Kingdom.

3.The acknowledgements, undertakings, representations, warranties and commitments contained in this UK Investor Appendix are given to the Company and to the Underwriters for themselves and on behalf of the Company and are irrevocable.

4.For the avoidance of doubt the indemnity at Section 5 of the Subscription Agreement applies to the acknowledgements, undertakings, representations, warranties and commitments contained in this UK Investor Appendix.

Full name of UK Investor: ...................................................

Signature ............................................. Dated ............................................ 2020

A body corporate should execute under the hand of its duly authorised representative who should state the capacity in which he or she signs.

10

APPENDIX C

EEA INVESTOR APPENDIX

1.The terms, conditions and representations set out in this EEA Investor Appendix apply to a proposed investment by any Subscriber that is a body corporate incorporated in, or whose place of business is in, a member state of the European Economic Area ("EEA Investor").  The undersigned, being an EEA Investor desiring to purchase Shares of Contact Gold Corp. ("Company"), by executing this EEA Investor Appendix, hereby executes, adopts and agrees to the further terms, conditions and representations set out in this EEA Investor Appendix which are supplemental to the terms, conditions and representations set out in the main body of the Subscription Agreement to which this EEA Investor Appendix is appended. In the event of any conflict between the provisions of this EEA Investor Appendix and the provisions of the main body of the Subscription Agreement, the provisions of this EEA Investor Appendix shall prevail in respect of the undersigned. Capitalised terms not otherwise defined in this EEA Investor Appendix shall have the meanings given to them in the Subscription Agreement.

2.Further to and without prejudice to the provisions of Section 3(g) of the Subscription Agreement, the undersigned Subscriber irrevocably acknowledges, undertakes, represents, warrants and agrees (as the case may be) that:

2.1.it is a "qualified investor" within the meaning of Article 2(e) of Regulation (EEA) 2017/1129 ("Prospectus Regulation");

2.2.it is acting as principal on its own account and not as agent for or on behalf of any other person;

2.3.it is subscribing for Shares for investment only and not for resale or distribution;

2.4.none of the Offering Circular, Offering Statement or Subscription Agreement has been approved by the Underwriters or any competent authority in a member state of the European Economic Area or approved by a competent authority in another such member state and notified to the competent authority in that member state in accordance with the Prospectus Regulation; and

2.5.it is aware of and acknowledges that it has complied with and will comply with all applicable provisions of the Prospectus Regulations and any applicable laws and regulations with respect to anything done by it in relation to the Shares in, from or otherwise involving, the member state in which it is incorporated or where its place of business is located.

3.The acknowledgements, undertakings, representations, warranties and commitments contained in this EEA Investor Appendix are given to the Company and to the Underwriters for themselves and on behalf of the Company and are irrevocable.

4.For the avoidance of doubt the indemnity at Section 5 of the Subscription Agreement applies to the acknowledgements, undertakings, representations, warranties and commitments contained in this EEA Investor Appendix.

Full name of EEA Investor: ...................................................

Signature ............................................. Dated ............................................ 2020

A body corporate should execute under the hand of its duly authorised representative who should state the capacity in which he or she signs.

11

APPENDIX D

SWITZERLAND INVESTOR APPENDIX

1. The terms, conditions and representations set out in this SWITZERLAND Investor Appendix apply to a proposed investment by any Subscriber that is located in Switzerland ("SWITZERLAND Investor").  The undersigned, being a SWITZERLAND Investor desiring to purchase Shares of Contact Gold Corp. ("Company"), by executing this SWITZERLAND Investor Appendix, hereby executes, adopts and agrees to the further terms, conditions and representations set out in this SWITZERLAND Investor Appendix which are supplemental to the terms, conditions and representations set out in the main body of the Subscription Agreement to which this SWITZERLAND Investor Appendix is appended. In the event of any conflict between the provisions of this SWITZERLAND Investor Appendix and the provisions of the main body of the Subscription Agreement, the provisions of this SWITZERLAND Investor Appendix shall prevail in respect of the undersigned. Capitalised terms not otherwise defined in this SWITZERLAND Investor Appendix shall have the meanings given to them in the Subscription Agreement.

2. Further to and without prejudice to the provisions of Section 3(g) of the Subscription Agreement, the undersigned Subscriber irrevocably acknowledges, undertakes, represents, warrants and agrees (as the case may be) that:

2.1. it is acting as principal on its own account and not as agent for or on behalf of any other person; and

2.2. none of the Offering Circular, Offering Statement or Subscription Agreement has been approved by the relevant review body pursuant to article 54(2) of the Swiss Financial Services Act ("FinSA"); and

2.3no application has or will be made to admit the Shares to trading on any trading venue (exchange or multilateral trading facility) in Switzerland.

3. The acknowledgements, undertakings, representations, warranties and commitments contained in this SWITZERLAND Investor Appendix are given to the Company and to the Underwriters for themselves and on behalf of the Company and are irrevocable.

4. For the avoidance of doubt the indemnity at Section 5 of the Subscription Agreement applies to the acknowledgements, undertakings, representations, warranties and commitments contained in this SWITZERLAND Investor Appendix.

Full name of SWITZERLAND Investor: ____________________________________

Signature ________________________ Dated ___________________________ 2020

A body corporate should execute under the hand of its duly authorised representative who should state the capacity in which he or she signs.

No Public Offering into Switzerland

This Offering Circular, Offering Statement is not intended to constitute an offer or solicitation to purchase or invest in the Offered Units. The Offered Units may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") and no application has or will be made to admit the [Offered Units] to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this document nor any other offering or marketing material relating to the securities constitutes a prospectus pursuant to the FinSA, and neither this document nor any other offering or marketing material relating to the Offered Units may be publicly distributed or otherwise made publicly available in Switzerland.

12

APPENDIX E

HONG KONG INVESTOR APPENDIX

WARNING

The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

1.The terms, conditions and representations set out in this Hong Kong Investor Appendix apply to a proposed investment by any Subscriber that is located in Hong Kong ("HK Investor"). The undersigned, being a HK Investor desiring to purchase Shares of Contact Gold Corp. ("Company"), by executing this HK Investor Appendix, hereby executes, adopts and agrees to the further terms, conditions and representations set out in this HK Investor Appendix which are supplemental to the terms, conditions and representations set out in the main body of the Subscription Agreement to which this HK Investor Appendix is appended. In the event of any conflict between the provisions of this HK Investor Appendix and the provisions of the main body of the Subscription Agreement, the provisions of this HK Investor Appendix shall prevail in respect of the undersigned. Capitalised terms not otherwise defined in this HK Investor Appendix shall have the meanings given to them in the Subscription Agreement.

2.Further to and without prejudice to the provisions of Section 3(g) of the Subscription Agreement, the undersigned Subscriber irrevocably acknowledges, undertakes, represents, warrants and agrees (as the case may be) that:

2.1.it is a "professional investor" within the meaning of the Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong and its rules as amended;

2.2.it is acting as principal on its own account and not as agent for or on behalf of any other person;

2.3.it is subscribing for Shares for investment only and not for resale or distribution;

2.4.none of the Offering Circular, Offering Statement or Subscription Agreement has been approved by the Securities And Futures Commission of Hong Kong, and/or any regulatory bodies in Hong Kong; and

2.5.it is aware of and acknowledges that it has complied with and will comply with all applicable provisions and rules of the Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong, with respect to anything done by it in relation to the Shares in, from or otherwise involving Hong Kong.

3.The acknowledgements, undertakings, representations, warranties and commitments contained in this HK Investor Appendix are given to the Company and to the Underwriters for themselves and on behalf of the Company and are irrevocable.

4.For the avoidance of doubt the indemnity at Section 5 of the Subscription Agreement applies to the acknowledgements, undertakings, representations, warranties and commitments contained in this HK Investor Appendix.

Full name of HK Investor: ...................................................

13

Signature ............................................. Dated ............................................ 2020

A body corporate should execute under the hand of its duly authorized representative who should state the capacity in which he or she signs, and should state the words : For and On Behalf of the [Full name of the body corporate].

14

EX1A-4 SUBS AGMT

CONTACT GOLD CORP.
as the Corporation

and

COMPUTERSHARE TRUST COMPANY OF CANADA
as the Warrant Agent

WARRANT INDENTURE
Providing for the Issue of up to 38,812,500 Warrants

Dated as of September 23, 2020

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION
Section 1.1Definitions.	2
Section 1.2Gender and Number.	6
Section 1.3Headings, Etc.	6
Section 1.4Day not a Business Day.	6
Section 1.5Time of the Essence.	6
Section 1.6Monetary References.	6
Section 1.7Applicable Law.	6
Section 1.8Calculations.	6
ARTICLE 2 ISSUE OF WARRANTS
Section 2.1Creation and Issue of Warrants.	7
Section 2.2Terms of Warrants.	7
Section 2.3Warrantholder not a Shareholder.	7
Section 2.4Warrants to Rank Pari Passu.	7
Section 2.5Form of Warrants, Warrant Certificates.	8
Section 2.6Book Entry Warrants.	8
Section 2.7Warrant Certificate.	10
Section 2.8U.S. Securities Act Regulation A Exemption.	11
Section 2.9Register of Warrants	11
Section 2.10Issue in Substitution for Warrant Certificates Lost, etc.	12
Section 2.11Exchange of Warrant Certificates.	12
Section 2.12Transfer and Ownership of Warrants.	12
Section 2.13Cancellation of Surrendered Warrants.	13
ARTICLE 3 EXERCISE OF WARRANTS
Section 3.1Right of Exercise.	13
Section 3.2Warrant Exercise.	13
Section 3.3Regulation A Qualification.	15
Section 3.4Transfer Fees and Taxes.	16
Section 3.5Warrant Agency.	16
Section 3.6Effect of Exercise of Warrants.	16
Section 3.7Partial Exercise of Warrants; Fractions.	17
Section 3.8Expiration of Warrants.	17
Section 3.9Accounting and Recording.	17
Section 3.10Securities Restrictions.	18
ARTICLE 4 ADJUSTMENT OF NUMBER OF WARRANT SHARES AND EXERCISE PRICE
Section 4.1Adjustment of Number of Warrant Shares and Exercise Price.	18
Section 4.2Entitlement to Warrant Shares on Exercise of Warrant.	22
Section 4.3No Adjustment for Certain Transactions.	22
Section 4.4Determination by Independent Firm.	22
Section 4.5Proceedings Prior to any Action Requiring Adjustment.	22
Section 4.6Certificate of Adjustment.	22
Section 4.7Notice of Special Matters.	22
Section 4.8No Action after Notice; Postponement of Subscription.	23

(i)

Section 4.9Other Action.	23
Section 4.10Protection of Warrant Agent.	23
Section 4.11Participation by Warrantholder.	24
ARTICLE 5 RIGHTS OF THE CORPORATION AND COVENANTS
Section 5.1Optional Purchases by the Corporation.	24
Section 5.2General Covenants.	24
Section 5.3Warrant Agent's Remuneration and Expenses.	25
Section 5.4Performance of Covenants by Warrant Agent.	25
Section 5.5Enforceability of Warrants.	25
ARTICLE 6 ENFORCEMENT
Section 6.1Suits by Warrantholders.	26
Section 6.2Suits by the Corporation.	26
Section 6.3Immunity of Shareholders, etc.	26
Section 6.4Waiver of Default.	26
ARTICLE 7 MEETINGS OF REGISTERED WARRANTHOLDERS
Section 7.1Right to Convene Meetings.	26
Section 7.2Notice.	27
Section 7.3Chair.	27
Section 7.4Quorum.	27
Section 7.5Power to Adjourn.	27
Section 7.6Show of Hands.	27
Section 7.7Poll and Voting.	28
Section 7.8Regulations.	28
Section 7.9Corporation and Warrant Agent May be Represented.	28
Section 7.10Powers Exercisable by Extraordinary Resolution.	28
Section 7.11Meaning of Extraordinary Resolution.	29
Section 7.12Powers Cumulative.	30
Section 7.13Minutes.	30
Section 7.14Instruments in Writing.	30
Section 7.15Binding Effect of Resolutions.	30
Section 7.16Holdings by Corporation Disregarded.	30
ARTICLE 8 SUPPLEMENTAL INDENTURES
Section 8.1Provision for Supplemental Indentures for Certain Purposes.	31
Section 8.2Successor Entities.	31
ARTICLE 9 CONCERNING THE WARRANT AGENT
Section 9.1Trust Indenture Legislation.	32
Section 9.2Rights and Duties of Warrant Agent.	32
Section 9.3Evidence, Experts and Advisers.	32
Section 9.4Documents, Monies, etc. Held by Warrant Agent.	33
Section 9.5Actions by Warrant Agent to Protect Interest.	33
Section 9.6Warrant Agent Not Required to Give Security.	33
Section 9.7Protection of Warrant Agent.	34

(ii)

Section 9.8Replacement of Warrant Agent; Successor by Merger.	35
Section 9.9Acceptance of Agency	35
Section 9.10Warrant Agent Not to be Appointed Receiver.	35
Section 9.11Warrant Agent Not Required to Give Notice of Default.	35
Section 9.12Anti-Money Laundering.	36
Section 9.13Compliance with Privacy Code.	36
Section 9.14Securities Exchange Commission Certification.	37
ARTICLE 10 GENERAL
Section 10.1Notice to the Corporation and the Warrant Agent.	37
Section 10.2Notice to Registered Warrantholders.	38
Section 10.3Ownership of Warrants.	38
Section 10.4Counterparts.	38
Section 10.5Satisfaction and Discharge of Indenture.	39
Section 10.6Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders.	39
Section 10.7Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided.	39
Section 10.8Severability	40
Section 10.9Force Majeure	40
Section 10.10Assignment, Successors and Assigns	40
Section 10.11Rights of Rescission and Withdrawal for Holders	40
ADDENDA
SCHEDULE "A" FORM OF WARRANT
SCHEDULE "B" EXERCISE NOTICE

(iii)

WARRANT INDENTURE

THIS WARRANT INDENTURE is dated as of September 23, 2020.

BETWEEN:

CONTACT GOLD CORP.
a corporation incorporated under the laws of the State of Nevada (the "Corporation")

AND

COMPUTERSHARE TRUST COMPANY OF CANADA
a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the "Warrant Agent")

WHEREAS in connection with the public offering of Units (as defined herein) in: (i) all of the provinces and territories of Canada other than Québec pursuant to a (final) prospectus supplement of the Corporation dated September 23, 2020 to the short form base shelf prospectus of the Corporation dated October 24, 2018, and (ii) the United States under an offering statement on Form 1-A (SEC File No. 024-11290) (as amended, the "Form 1-A"), which includes an offering circular ("Offering Circular"), pursuant to Regulation A under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), filed with the SEC (the "Offering"), the Corporation is proposing to issue up to a maximum of 37,500,000Warrants (as defined herein) pursuant to this Indenture, of which up to 33,750,000Warrants will be issuable pursuant to the Offering on the date hereof, and up to an additional 5,062,500Warrants will be issuable pursuant to the exercise of the Over-Allotment Option (as defined herein).

AND WHEREAS pursuant to this Indenture, each whole Warrant shall, subject to adjustment, entitle the holder thereof to acquire one (1) Common Share (as defined herein) (each, a "Warrant Share") upon payment of the Exercise Price (as defined herein) prior to the Expiry Time (as defined herein) upon the terms and conditions herein set forth;

AND WHEREAS all acts and deeds necessary have been done and performed to make the Warrants, when created and issued as provided in this Indenture, legal, valid and binding upon the Corporation with the benefits and subject to the terms of this Indenture;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Corporation and not by the Warrant Agent;

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Corporation hereby appoints the Warrant Agent as warrant agent to hold the rights, interests and benefits contained herein for and on behalf of those persons who from time to time become the holders of Warrants issued pursuant to this Indenture and the parties hereto agree as follows:

- 2 -

ARTICLE 1
INTERPRETATION

Section 1.1Definitions.

In this Indenture, including the recitals and schedules hereto, and in all indentures supplemental hereto:

"Adjustment Period" means the period from the Effective Date up to and including the Expiry Time;

"Applicable Legislation" means any statute of Canada or the United States, or a province or state thereof, and the regulations under any such named or other statute, relating to warrant indentures or to the rights, duties and obligations of warrant agents under warrant indentures, to the extent that such provisions are at the time in force and applicable to this Indenture;

"Auditors" means Ernst & Young LLP, Chartered Professional Accountants or such other firm of chartered professional accountants duly appointed as auditors of the Corporation, from time to time;

"Authenticated" means (a) with respect to the issuance of a Warrant Certificate, one which has been duly signed by the Corporation or on which the signatures of the Corporation have been printed, lithographed or otherwise mechanically reproduced and authenticated by manual signature of an authorized officer of the Warrant Agent, and (b) with respect to the issuance of an Uncertificated Warrant, one in respect of which the Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated Warrant as required by Section 2.7 are entered in the register of holders of Warrants, and "Authenticate", "Authenticating" and "Authentication" have the appropriate correlative meanings;

"Book Entry Participants" or "Participants" means institutions that participate directly or indirectly in the Book Entry Registration System for the Warrants;

"Book Entry Registration System" means the book-based securities system administered by the Depository in accordance with its operating rules and procedures in force from time to time;

"Book Entry Warrants" means Warrants that are to be held only by or on behalf of the Depository;

"Business Day" means a day, other than a Saturday, a Sunday or statutory or civic holiday in the city of Vancouver, British Columbia, and shall be a day on which the Exchange is open for trading;

"Capital Reorganization" has the meaning set forth in Section 4.1(d);

"Cede & Co." means Cede & Co., as nominee of DTC, or its registered assigns;

"CDSX" means the settlement and clearing system of CDS Clearing and Depository Services Inc. for equity and debt securities in Canada;

"Common Share Reorganization" has the meaning set forth in Section 4.1(a);

"Common Shares" means, subject to Article 4, fully paid and non-assessable shares of common stock in the capital of the Corporation as presently constituted;

"Confirmation" has the meaning set forth in Section 3.2(4);

- 3 -

"Corporation" has the meaning set forth on page 1 of this Indenture, and includes any successor corporation to or of the Corporation, which shall have complied with Section 8.2 hereof;

"Counsel" means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation;

"Current Market Price" of the Common Shares at any date means the daily volume weighted average of the trading price per Common Share for such Common Shares for each day there was a closing price for the twenty (20) consecutive Trading Days ending five (5) days prior to such date on the Exchange or if on such date the Common Shares are not listed on the Exchange, on such stock exchange upon which such Common Shares are listed and as selected by the directors of the Corporation, or, if such Common Shares are not listed on any stock exchange then on such over-the-counter market as may be selected for such purpose by the directors of the Corporation; provided further that if the Common Shares are not then listed on any stock exchange or over-the-counter market, then the Current Market Price shall be determined by the directors of the Corporation, acting in good faith;

"Depository" means DTC and Cede & Co. in the United States or CDSX in Canada or such other person as is designated in writing by the Corporation to act as depository in respect of the Warrants;

"Dividends" means any dividends paid by the Corporation;

"DTC" means The Depository Trust and Clearing Company;

"Effective Date" means the date of this Indenture;

"Exchange" means the TSX Venture Exchange or such other exchange on which the Common Shares are then listed and which forms the primary trading market for such shares;

"Exchange Rate" means the number of Warrant Shares subject to the right of purchase under each Warrant, which as of the Effective Date is one;

"Exercise Date" means, in relation to a Warrant, the Business Day on which such Warrant is validly exercised or deemed to be validly exercised in accordance with Article 3 hereof;

"Exercise Notice" has the meaning set forth in Section 3.2(1);

"Exercise Price" at any time, means the price at which a whole Warrant Share may be purchased by the exercise of a whole Warrant, which is initially $0.27per Warrant Share, payable in immediately available Canadian funds, subject to adjustment in accordance with the provisions of Section 4.1;

"Expiry Date" means the date which is 24 months following the closing date of the Offering;

"Expiry Time" means 4:30 p.m. (Vancouver time) on the Expiry Date (it being acknowledged that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date);

"Extraordinary Resolution" has the meaning set forth in Section 7.11(1);

"Form 1-A" means the Form 1-A filed by the Corporation with the SEC (SEC File No. 024-11290) to qualify the offer and sale of the Warrants and the Warrant Shares pursuant to Regulation A;

"Indemnified Parties" has the meaning ascribed thereto in Section 9.7(e);

- 4 -

"Internal Procedures" means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register (including without limitation, original issuance or registration of transfer of ownership) based on the Warrant Agent's then current internal procedures customary for such entry, change or deletion;

"Issue Date" means for a particular Warrant the date on which the Warrant is actually issued by or on behalf of the Corporation in accordance with the provisions of this Indenture;

"Offering" has the meaning set forth in the preambles hereto;

"Offering Circular" means the offering circular included in the Form 1-A;

"Over-Allotment Option" means the option, granted by the Corporation to the Underwriters, which may be exercised in part or in whole at the Underwriters' sole discretion and without obligation, at any time until 30 days following the closing date of the Offering, to purchase: (i) up to an additional 10,125,000Units; (ii) up to an additional 10,125,000 Common Shares; (iii) up to an additional 5,062,500Warrants; or (iv) any combination of (i), (ii) and (iii) provided that, in each case, the aggregate number of over-allotment Common Shares and aggregate number of over-allotment Warrants that may be issued under the Over-Allotment Option (in each case either as underlying components of the over-allotment Units or otherwise) does not exceed 10,125,000 over-allotment Common Shares and 5,062,500over-allotment Warrants;

"person" means an individual, body corporate, partnership, trust, agent, executor, administrator, legal representative or any unincorporated organization;

"register" means the one set of records and accounts maintained by the Warrant Agent pursuant to Section 2.9;

"Registered Warrantholders" means the persons who are registered owners of Warrants as such names appear on the register, and for greater certainty, shall include the Depository as well as the holders of Uncertificated Warrants appearing on the register of the Warrant Agent;

"Regulation A" means Regulation A as promulgated under the U.S. Securities Act;

"Rights Offering" has the meaning set forth in Section 4.1(b);

"Rule 251(d)(3) Qualification" means the qualification of securities that are issued upon exercise of outstanding warrants under Rule 251(d)(3)(i)(C) and Rule 251(d)(3)(i)(F) of Regulation A; provided that the issuer is current in its annual and semi-annual filings pursuant to Rule 257(b) of Regulation A;

"SEC" means the United States Securities and Exchange Commission;

"securities laws" means, collectively, the applicable securities laws and regulations of each of the provinces and territories of Canada, the United States and each of the states of the United States, and all other applicable securities laws, together with all respective regulations made and forms prescribed thereunder, published rules, policy statements, notices, orders and rulings of the securities commissions or similar regulatory authorities thereto, as applicable, including the rules and policies of the Exchange;

"Shareholders" means holders of Common Shares;

"successor entity" has the meaning ascribed thereto in Section 8.2;

"Tax Act" means the Income Tax Act (Canada) and the regulations thereunder;

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"this Warrant Indenture", "this Indenture", "this Agreement", "hereto", "herein", "hereby", "hereof" and similar expressions mean and refer to this Indenture and any indenture, deed or instrument supplemental hereto; and the expressions "Article", "Section", "subsection" and "paragraph" followed by a number, letter or both mean and refer to the specified article, section, subsection or paragraph of this Indenture;

"Trading Day" means, with respect to the Exchange, a day on which such exchange is open for the transaction of business and with respect to another exchange or an over-the-counter market means a day on which such exchange or market is open for the transaction of business;

"Uncertificated Warrant" means any Warrant which is not evidenced by a Warrant Certificate;

"Underwriters" means Cormark Securities Inc. and its U.S. affiliate;

"United States" means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

"Units" means units of the Corporation, with each Unit comprised of one Common Share and one-half of one Warrant, of which the Warrants comprise a part;

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended;

"Warrant Agency" means the principal office of the Warrant Agent in Vancouver, British Columbia or such other place as may be designated in accordance with Section 3.5;

"Warrant Agent" means Computershare Trust Company of Canada, in its capacity as warrant agent of the Warrants, or its successors from time to time;

"Warrant Certificate" means a certificate, substantially in the form set forth in Schedule "A" hereto, to evidence those Warrants that will be evidenced by a certificate;

"Warrant Co Agent" means Computershare Trust Company NA;

"Warrant Shares" has the meaning, subject to Article 4, set forth in the preambles hereto.

"Warrantholders", or "holders" without reference to Warrants, means the warrantholders as and in respect of Warrants registered in the name of the Depository and includes owners of Warrants who beneficially hold securities entitlements in respect of the Warrants through a Book Entry Participant or means, at a particular time, the persons entered in the register hereinafter mentioned as holders of Warrants outstanding at such time;

"Warrantholders' Request" means an instrument signed in one or more counterparts by Registered Warrantholders entitled to acquire in the aggregate not less than 50% of the aggregate number of Warrant Shares which could be acquired pursuant to all Warrants then unexercised and outstanding, requesting the Warrant Agent to take some action or proceeding specified therein;

"Warrants" means the Common Share purchase warrants created by and authorized by and issuable under this Indenture, to be issued and countersigned hereunder as a Warrant Certificate and/or Uncertificated Warrant held through the Book Entry Registration System on a no-certificate issued basis, each entitling the holder or holders thereof to purchase Warrant Shares (subject to adjustment as herein provided) at the Exercise Price prior to the Expiry Time and, where the context so requires, also means the warrants issued and Authenticated hereunder, whether by way of Warrant Certificate or Uncertificated Warrant;

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"written order of the Corporation", "written request of the Corporation", "written consent of the Corporation" and "certificate of the Corporation" mean, respectively, a written order, request, consent and certificate signed in the name of the Corporation by any two duly authorized signatories of the Corporation and may consist of one or more instruments so executed; and

Section 1.2Gender and Number.

Words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa.

Section 1.3Headings, Etc.

The division of this Indenture into Articles and Sections, the provision of a Table of Contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture or of the Warrants.

Section 1.4Day not a Business Day.

If any day on or before which any action or notice is required or permitted to be taken or given hereunder is not a Business Day, then such action or notice shall be required or permitted to be taken or given on or before the requisite time on the next succeeding day that is a Business Day.

Section 1.5Time of the Essence.

Time shall be of the essence in this Indenture and each Warrant.

Section 1.6Monetary References.

Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed.

Section 1.7Applicable Law.

This Indenture, the Warrants and the Warrant Certificates (including all documents relating thereto, which by common accord have been and will be drafted in English) shall be construed in accordance with the laws of the Province of British Columbia, and the federal laws of Canada applicable therein and shall be treated in all respects as British Columbia contracts. Each of the parties hereto, which shall include the Warrantholders, irrevocably attorns to the exclusive jurisdiction of the courts of the Province of British Columbia with respect to all matters arising out of this Indenture and the transactions contemplated herein; provided, however, that in accordance with Section 27 of the U.S. Exchange Act, United States federal jurisdiction shall have jurisdiction over all suits any action brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder and that in accordance with Section 22 of the U.S. Securities Act, United States federal and state courts shall have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the U.S. Securities Act or the rules and regulations thereunder. The valid issuance of the Warrants and the Warrant Shares by the Corporation shall be governed by Chapter 78 of the Nevada Revised Statutes (NRS).

Section 1.8Calculations.

Subject to Section 4.6, the Corporation shall be responsible for making all calculations called for hereunder, including calculations of Current Market Price. The Corporation shall make such calculations in good faith and, absent manifest error, the Corporation's calculations shall be final and binding on Warrantholders and the Warrant Agent. The Corporation will provide a schedule of its calculations to the Warrant Agent and the Warrant Agent shall be entitled to rely conclusively upon the accuracy of such calculations, without independent verification.

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ARTICLE 2
ISSUE OF WARRANTS

Section 2.1Creation and Issue of Warrants.

Subject to adjustment in accordance with the provisions of this Indenture, a maximum of 38,812,500Warrants are hereby created and authorized to be issued in accordance with the terms and conditions hereof. By written order of the Corporation, the Warrant Agent shall Authenticate and shall deliver Warrants in certificate or uncertificated form pursuant to Section 2.5 hereof to Registered Warrantholders and record the name of the Registered Warrantholders on the Warrant register. Registration of interests in Warrants held by the Depository may be evidenced by a position appearing on the register for Warrants of the Warrant Agent for an amount representing the aggregate number of such Warrants outstanding from time to time.

Section 2.2Terms of Warrants.

(1)Subject to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance with Section 4.1, each whole Warrant shall entitle each Warrantholder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one (1) Warrant Share upon payment of the Exercise Price.

(2)No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient number to acquire whole numbers of Warrant Shares. Any fractional Warrant Shares shall be rounded down to the nearest whole number and no consideration shall be paid for any such fractional Warrant Share which is not issued.

(3)Each Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Indenture.

(4)The number of Warrant Shares that may be purchased pursuant to the Warrants and the Exercise Price therefor shall be adjusted upon the events and in the manner specified in Section 4.1.

(5)Neither the Corporation nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Corporation or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Corporation and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Section 2.3Warrantholder not a Shareholder.

Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

Section 2.4Warrants to Rank Pari Passu.

All Warrants shall rank equally and without preference over each other, whatever may be the actual date of issue thereof.

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Section 2.5Form of Warrants, Warrant Certificates.

(1)The Warrants may be issued in both certificated and uncertificated form. All Warrants issued in certificated form shall be evidenced by a Warrant Certificate (including all replacements issued in accordance with this Indenture), substantially in the form as set out in this Indenture and Schedule "A" hereto, which shall be dated as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Warrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Warrantholders to be maintained by the Warrant Agent in accordance with Section 2.6.

(2)Each Warrantholder by purchasing such Warrant acknowledges and agrees that the terms and conditions set forth in the form of the Warrant Certificate set out in Schedule "A" hereto shall apply to all Warrants and Warrantholders regardless of whether such Warrants are issued in certificated or uncertificated form or whether such Warrantholders are Registered Warrantholders or owners of Warrants who beneficially hold security entitlements in respect of the Warrants through a Depository.

Section 2.6Book Entry Warrants.

(1)Registration and reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any Uncertificated Warrants registered in the name of the Depository shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Warrants registered in the name of the Depository will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.

(2)Notwithstanding any other provision in this Indenture, no Uncertificated Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated Warrants registered in the name of the Depository in whole or in part may be registered, in the name of any person other than the Depository for such Uncertificated Warrants or a nominee thereof unless:

(a)the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;

(b)the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;

(c)the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;

(d)the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;

(e)such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's Counsel;

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(f)the Warrant is to be Authenticated as a Warrant in certificated form in jurisdictions where required by applicable law; or

(g)such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent,

following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the holder. The Corporation shall provide a certificate executed by an officer of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(2).

(3)Subject to the provisions of this Section 2.6, any exchange of Uncertificated Warrants registered in the name of the Depository for Warrants which are not Uncertificated Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for such Uncertificated Warrants or any portion thereof shall be registered in such names as the Depository for such Uncertificated Warrants shall direct and shall be entitled to the same benefits and be subject to the same terms and conditions (except insofar as they relate specifically to such Uncertificated Warrants) as such Uncertificated Warrants or portion thereof surrendered upon such exchange.

(4)Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depository, or in exchange for or in lieu of an Uncertificated Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depository, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated Warrant or a nominee thereof.

(5)The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.

(6)Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:

(a)the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the Book Entry Registration System (other than the Depository or its nominee);

(b)maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or

(c)any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Participant.

(7)Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.

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(8)The Corporation may terminate the application of this Section 2.6 in its sole discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a Person other than the Depository.

Section 2.7Warrant Certificate.

(1)For Warrants issued in certificated form, the form of certificate representing such Warrants shall be substantially as set out in Schedule "A" hereto or such other form as is authorized from time to time by the Corporation and the Warrant Agent. Each Warrant Certificate shall be Authenticated on behalf of the Warrant Agent. Each Warrant Certificate shall be signed by any one duly authorized signatory of the Corporation; whose signature shall appear on the Warrant Certificate and may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, certificates so signed are as valid and binding upon the Corporation as if it had been signed manually. Any Warrant Certificate which has one signature duly executed by the Corporation as hereinbefore provided shall be valid notwithstanding that the person whose signature is printed, lithographed or mechanically reproduced no longer holds office at the date of issuance of such Warrant Certificate. The Warrant Certificates may be engraved, printed or lithographed, or partly in one form and partly in another, as the Warrant Agent may determine.

(2)The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any other time the register at the later time shall be controlling, absent manifest error, and such Uncertificated Warrants are binding on the Corporation.

(3)Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and Applicable Legislation, validly entitle the holder to acquire Warrant Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this Indenture.

(4)No Warrant shall be considered issued or shall be valid or obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by the Warrant Agent. Authentication by the Warrant Agent, including by way of entry on the register of the holders of Warrants, shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of such Warrant Certificates or Uncertificated Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any of them or of the consideration thereof. Authentication by the Warrant Agent shall be conclusive evidence as against the Corporation that the Warrants so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Indenture.

(5)No Warrant Certificate shall be considered issued or Authenticated or, if Authenticated, shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by signature by or on behalf of the Warrant Agent substantially in the form of the Warrant set out in Schedule "A hereto. Such Authentication on any such Warrant Certificate shall be conclusive evidence that such Warrant Certificate is duly Authenticated and is valid and a binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.

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(6)No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Warrant. Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.

Section 2.8U.S. Securities Act Regulation A Exemption.

(1)Neither the Warrants nor the Warrant Shares have been or will be registered under the U.S. Securities Act or under any United States state securities laws. The Warrants and the Warrant Shares have been qualified under the Form 1-A filed pursuant to Regulation A. 

Section 2.9Register of Warrants

(1)The Warrant Agent shall maintain records and accounts concerning the Warrants, whether certificated or uncertificated, which shall contain the information called for below with respect to each Warrant, together with such other information as may be required by law or as the Warrant Agent may elect to record. All such information shall be kept in one set of accounts and records which the Warrant Agent shall designate (in such manner as shall permit it to be so identified as such by an unaffiliated party) as the register of the holders of Warrants. The information to be entered for each account in the register of Warrants at any time shall include (without limitation):

(a)the name and address of the Registered Warrantholder, the date of Authentication thereof and the number of Warrants;

(b)whether such Warrant is a Warrant Certificate or an Uncertificated Warrant and, if a Warrant Certificate, the unique number or code assigned to and imprinted thereupon and, if an Uncertificated Warrant, the unique number or code assigned thereto if any;

(c)whether such Warrant has been cancelled; and

(d)a register of transfers in which all transfers of Warrants and the date and other particulars of each transfer shall be entered.

The register shall be available for inspection by the Corporation and or any Warrantholder during the Warrant Agent's regular business hours on a Business Day and upon payment to the Warrant Agent of its reasonable fees. Any Warrantholder exercising such right of inspection shall first provide an affidavit in form satisfactory to the Corporation and the Warrant Agent stating the name and address of the Warrantholder and agreeing not to use the information therein except in connection with an effort to call a meeting of Warrantholders or to influence the voting of Warrantholders at any meeting of Warrantholders.

(2)Once an Uncertificated Warrant has been Authenticated, the information set forth in the register with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Warrant Agent from the holder as provided herein, except that the Warrant Agent may act unilaterally to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a holder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented to the foregoing authority of the Warrant Agent to make such minor error corrections and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the full amount of all loss and expense (including, without limitation, reasonable legal fees of the Corporation and the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant Agent) sustained by the Corporation or the Warrant Agent as a proximate result of such error if but only if and only to the extent that such present or former holder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Warrant Agent; provided that no person who is a bona fide purchaser shall have any such obligation to the Corporation or to the Warrant Agent.

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Section 2.10Issue in Substitution for Warrant Certificates Lost, etc.

(1)If any Warrant Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation, subject to applicable law, shall issue and thereupon the Warrant Agent shall certify, Authenticate and deliver, a new Warrant Certificate of like tenor, and bearing the same legend, if applicable, as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Warrant Certificate, and the substituted Warrant Certificate shall be in a form approved by the Warrant Agent and the Warrants evidenced thereby shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Warrants issued or to be issued hereunder.

(2)The applicant for the issue of a new Warrant Certificate pursuant to this Section 2.10 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issuance thereof, furnish to the Corporation and to the Warrant Agent such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Warrant Agent, in their sole discretion, and such applicant shall also be required to furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and the Warrant Agent, in their sole discretion, acting reasonably, and shall pay the reasonable charges of the Corporation and the Warrant Agent in connection therewith.

Section 2.11Exchange of Warrant Certificates.

(1)Any one or more Warrant Certificates representing any number of Warrants may, upon compliance with the reasonable requirements of the Warrant Agent (including compliance with applicable securities legislation), be exchanged for one or more other Warrant Certificates representing the same aggregate number of Warrants, and bearing the same legend, if applicable, as represented by the Warrant Certificate or Warrant Certificates so exchanged.

(2)Warrant Certificates may be exchanged only at the Warrant Agency or at any other place that is designated by the Corporation with the approval of the Warrant Agent. Any Warrant Certificate from the holder (or such other instructions, in form satisfactory to the Warrant Agent) tendered for exchange shall be surrendered to the Warrant Agency and cancelled by the Warrant Agent.

Section 2.12Transfer and Ownership of Warrants.

(1)The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon:

(a)in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule "A attached hereto, or

(b)in the case of Book Entry Warrants, in accordance with procedures prescribed by the Depository under the Book Entry Registration System,

and upon compliance with:

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(i)the conditions herein;

(ii)such reasonable requirements as the Warrant Agent may prescribe; and

(iii)all applicable securities legislation and requirements of regulatory authorities;

and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a new Warrant Certificate, and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of Uncertificated Warrants registered in the name of the Depository be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.

(2)Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.

Section 2.13Cancellation of Surrendered Warrants.

All Warrant Certificates surrendered pursuant to Section 2.10, Section 2.11, Section 2.12 or Section 3.2 shall be cancelled by the Warrant Agent and upon such circumstances all such Warrants shall be deemed cancelled and so noted on the register by the Warrant Agent. Upon request by the Corporation, the Warrant Agent shall furnish to the Corporation a cancellation certificate identifying the Warrant Certificates so cancelled, the number of Warrants evidenced thereby, the number of Warrant Shares, if any, issued pursuant to such Warrants and the details of any Warrant Certificates issued in substitution or exchange for such Warrant Certificates cancelled.

ARTICLE 3
EXERCISE OF WARRANTS

Section 3.1Right of Exercise.

Subject to the provisions hereof, each Registered Warrantholder may exercise the right conferred on such holder to subscribe for and purchase one (1) Warrant Share for each Warrant after the Issue Date and prior to the Expiry Time and in accordance with the conditions herein.

Section 3.2Warrant Exercise.

(1)Other than Warrants held by the Depository, Registered Warrantholders of Warrant Certificates who wish to exercise the Warrants held by them in order to acquire Warrant Shares must complete the exercise form (the "Exercise Notice") attached to the Warrant Certificate(s) which form is attached hereto as Schedule "B", which may be amended by the Corporation with the consent of the Warrant Agent, if such amendment does not, in the reasonable opinion of the Corporation and the Warrant Agent, which may be based on the advice of Counsel, materially and adversely affect the rights, entitlements and interests of the Warrantholders, and deliver such certificate(s), the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency prior to the Expiry Time. The Warrants represented by a Warrant Certificate shall be deemed to be surrendered upon personal delivery of such certificate, Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.

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(2)In addition to completing the Exercise Notice attached to the Warrant Certificate(s), a Warrantholder who checks Box B in the Exercise Notice must provide an opinion of counsel of recognised standing or other evidence in form and substance reasonably satisfactory to the Corporation and the Warrant Agent that the exercise is exempt from the registration requirements of applicable securities laws of any state of the United States and the U.S. Securities Act. The Warrant Agent shall exclusively rely on the Exercise Notice as completed by the Warrantholder without any independent verification. The Corporation must approve any exercise of Warrants pursuant to Box B of the Exercise Notice and will provide such approval in writing to the Warrant Agent.

(3)A Registered Warrantholder of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants must specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified, and complete the Exercise Notice and deliver the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Uncertificated Warrants shall be deemed to be surrendered upon receipt of the Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.

(4)A beneficial owner of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the Book Entry Registration System who desires to exercise their Warrants must do so by causing a Book Entry Participant to deliver to the Depository on behalf of the beneficial owner, notice of the beneficial owner's intention to exercise Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, as well as payment for the aggregate Exercise Price, the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (a "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through a Book Entry Registration System. An electronic exercise of the Warrants initiated by the Book Entry Participant through a Book Entry Registration System, including Cede & Co. or CDSX, shall constitute a representation to both the Corporation and the Warrant Agent that the Warrant Shares are exempt from the registration requirements of the U.S. Securities Act under the Rule 251(d)(3) Qualification. If the Book Entry Participant is not able to make or deliver the foregoing representations by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book Entry Registration System by the Book Entry Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such beneficial owner or Book Entry Participant and the exercise procedures set forth in Section 3.2(1) and Section 3.2(2) shall be followed. The Warrants and the Warrant Shares have been qualified under the Form 1-A filed pursuant to Regulation A.  Warrant Shares issuable upon exericse of the Warrants are qualified under Regulation A pursuant to the Rule 251(a)(3) Qualification; provided that the Corporation is current in its annual and semi-annual filings pursuant to Rule 257(b) of the U.S. Securities Act.

(5)Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Participant and payment from such beneficial holder should be provided to the Book Entry Participant sufficiently in advance so as to permit the Book Entry Participant to deliver notice and payment to the Depository and for the Depository in turn to deliver notice and payment to the Warrant Agent prior to the Expiry Time. The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to the Depository through the Book Entry Registration System the Warrant Shares to which the exercising Warrantholder is entitled pursuant to the exercise. Any expense associated with the exercise process will be for the account of the entitlement holder exercising the Warrants or the Book Entry Participant exercising the Warrants on its behalf.

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(6)By causing a Book Entry Participant to deliver notice to the Depository, a Warrantholder shall be deemed to have irrevocably surrendered his or her Warrants so exercised and appointed such Book Entry Participant to act as his or her exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise.

(7)Any notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no force and effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Book Entry Participant to exercise or to give effect to the settlement thereof in accordance with the Warrantholder's instructions will not give rise to any obligations or liability on the part of the Corporation or the Warrant Agent to the Book Entry Participant or the Warrantholder.

(8)The Exercise Notice referred to in this Section 3.2 shall be signed by the Registered Warrantholder, or its executors or administrators or other legal representatives or an attorney of the Registered Warrantholder, duly appointed by an instrument in writing satisfactory to the Warrant Agent but such Exercise Notice need not be executed by the Depository.

(9)Any exercise referred to in this Section 3.2 shall require that the entire Exercise Price for Warrant Shares so subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice executed by the Registered Warrantholder or the Confirmation from the Depository must be received by the Warrant Agent prior to the Expiry Time.

(10)Warrants may only be exercised pursuant to this Section 3.2 by or on behalf of a Registered Warrantholder, as applicable, who makes the certifications set forth on the Exercise Notice set out in Schedule "B" or as provided herein.

(11)If the form of Exercise Notice set forth in the Warrant Certificate shall have been amended, the Corporation shall cause the amended Exercise Notice to be forwarded to all Registered Warrantholders.

(12)Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Expiry Time. Any Exercise Notice or Confirmations received by the Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Warrant Agent on the next following Business Day.

(13)Any Warrant with respect to which a Confirmation or Exercise Notice is not received by the Warrant Agent before the Expiry Time shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

(14)Notwithstanding any provisions herein, a beneficial owner of Warrants issued in uncertificated form evidenced by a security entitlement in respect of Warrants in a book entry registration system who desires to exercise his or her Warrants must do so by causing a Participant to deliver to DTC on behalf of the entitlement holder, an irrevocable notice of the owner's intention to exercise Warrants in a manner acceptable to DTC prior to the Expiry Time. Forthwith upon receipt by DTC of such notice, DTC shall deliver forthwith to the Warrant Co-Agent. Upon receipt by the Warrant Co-Agent such notice and the aggregate Exercise Price of the Warrants, which may be delivered up to 4 business days after the Expiry Date, the Warrant Co-Agent shall issue the resulting shares.

Section 3.3Regulation A Qualification.

(1)Neither the Warrants nor the Warrant Shares have been or will be registered under the U.S. Securities Act or under any United States state securities laws.  The Warrants and the Warrant Shares have been qualified under the Form 1-A filed pursuant to Regulation A.  Warrant Shares issuable upon exericse of the Warrants are qualified under Regulation A pursuant to the Rule 251(d)(3) Qualification; provided that the Corporation is current in its annual and semi-annual filings pursuant to Rule 257(b) of Regulation A.

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(2)The Warrants may not be exercised unless (a) the Rule 251(d)(3) Qualification is available; (b) the Warrant Shares have been registered under the U.S. Securities Act and applicable state securities laws; or (c) an exemption from such registration is available and the holder has provided an opinion of counsel of recognized standing or other evidence in form and substance reasonably satisfactory to the Corporation and Warrant Agent that the issuance of the Warrant Shares is exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.

(3)The Corporation covenants and agrees to file on a timely basis its annual report on Form 1-K and its semi-annual reports on Form 1-SA pursuant to Rule 257(b) of Regulation A.  The Corporation will provide timely notice to the Warrant Agent of any failure to comply with the requirements of the Rule 251(d)(3) Qualification.  The Warrant Agent shall be entitled to request any other documents that it may require in accordance with its internal policies related to compliance with the Rule 251(d)(3) Qualification. 

(4)Notwithstanding any other provisions of this Indenture, in processing and registering transfers of Warrants, no duty or responsibility whatsoever shall rest upon the Warrant Agent to determine the compliance with the Rule 251(d)(3) Qualification, and the Warrant Agent shall be entitled to assume that all issuances are legal and proper.

Section 3.4Transfer Fees and Taxes.

If any of the Warrant Shares subscribed for are to be issued to a person or persons other than the Registered Warrantholder, the Registered Warrantholder shall execute the form of transfer and will comply with such reasonable requirements as the Warrant Agent may stipulate and will pay to the Corporation or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation will not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Corporation, or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction of the Corporation and the Warrant Agent that such tax has been paid or that no tax is due.

Section 3.5Warrant Agency.

To facilitate the exchange, transfer or exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the Warrant Agent at the Warrant Agency, as the agency at which Warrants may be surrendered for exchange or transfer or at which Warrants may be exercised and the Warrant Agent has accepted such appointment. The Corporation may from time to time designate alternate or additional places as the Warrant Agency (subject to the Warrant Agent's prior approval) and will give notice to the Warrant Agent of any proposed change of the Warrant Agency. Branch registers shall also be kept at such other place or places, if any, as the Corporation, with the approval of the Warrant Agent, may designate. The Warrant Agent will from time to time when requested to do so by the Corporation or any Registered Warrantholder, upon payment of the Warrant Agent's reasonable charges, furnish a list of the names and addresses of Registered Warrantholders showing the number of Warrants held by each such Registered Warrantholder.

Section 3.6Effect of Exercise of Warrants.

(1)Upon the exercise of Warrants pursuant to and in compliance with Section 3.2 and subject to Section 3.3 and Section 3.4, the Warrant Shares to be issued pursuant to the Warrants exercised shall be deemed to have been issued and the person or persons to whom such Warrant Shares are to be issued shall be deemed to have become the holder or holders of such Warrant Shares on the Exercise Date, provided the documents are received in good order, unless the register shall be closed on such date, in which case the Warrant Shares subscribed for shall be deemed to have been issued and such person or persons deemed to have become the holder or holders of record of such Warrant Shares, on the date on which such register is reopened. It is hereby understood that in order for persons to whom Warrant Shares are to be issued, to become holders of Warrant Shares of record on the Exercise Date, beneficial holders must commence the exercise process sufficiently in advance so that the Warrant Agent is in receipt of all items of exercise at least one Business Day prior to such Exercise Date.

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(2)Within three Business Days after the Exercise Date with respect to a Warrant, the Warrant Agent shall use commercially reasonable efforts to cause to be delivered or mailed to the person or persons in whose name or names the Warrant is registered or, if so specified in writing by the holder, cause to be delivered to such person or persons at the Warrant Agency where the Warrant Certificate was surrendered, a certificate or certificates for the appropriate number of Warrant Shares subscribed for, or any other appropriate evidence of the issuance of Warrant Shares to such person or persons in respect of Warrant Shares issued under the Book Entry Registration System.

Section 3.7Partial Exercise of Warrants; Fractions.

(1)The holder of any Warrants may exercise his right to acquire a number of whole Warrant Shares less than the aggregate number which the holder is entitled to acquire. In the event of any exercise of a number of Warrants less than the number which the holder is entitled to exercise pursuant to the Warrant Certificate surrendered in connection thereto, the holder of Warrants upon such exercise shall, in addition, be entitled to receive, without charge therefor, a new Warrant Certificate(s), bearing the same legend, if applicable, or other appropriate evidence of Warrants, in respect of the balance of the Warrants held by such holder and which were not then exercised.

(2)Notwithstanding anything herein contained including any adjustment provided for in Section 4.1, the Corporation shall not be required, upon the exercise of any Warrants, to issue fractions of Warrant Shares. Warrants may only be exercised in a sufficient number to acquire whole numbers of Warrant Shares. Any fractional Warrant Shares shall be rounded down to the nearest whole number and the holder of such Warrants shall not be entitled to any compensation in respect of any fractional Warrant Shares which is not issued.

Section 3.8Expiration of Warrants.

Immediately after the Expiry Time, all rights under any Warrant in respect of which the right of acquisition provided for herein shall not have been exercised shall cease and terminate and each Warrant shall be void and of no further force or effect.

Section 3.9Accounting and Recording.

(1)The Warrant Agent shall promptly account to the Corporation with respect to Warrants exercised, and shall promptly forward to the Corporation (or into an account or accounts of the Corporation with the bank or trust company designated by the Corporation for that purpose), all monies received by the Warrant Agent on the subscription of Warrant Shares through the exercise of Warrants. All such monies and any securities or other instruments, from time to time received by the Warrant Agent, shall be received in trust for, the Warrantholders and the Corporation as their interests may appear, and shall be segregated and kept apart by the Warrant Agent.

(2)The Warrant Agent shall record the particulars of Warrants exercised, which particulars shall include the names and addresses of the persons who become holders of Warrant Shares on exercise and the Exercise Date, in respect thereof. The Warrant Agent shall provide such particulars in writing to the Corporation within five Business Days of any request by the Corporation therefor.

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Section 3.10Securities Restrictions.

Notwithstanding anything herein contained, Warrant Shares will be issued upon exercise of a Warrant only in compliance with the securities laws of any applicable jurisdiction.

ARTICLE 4
ADJUSTMENT OF NUMBER OF WARRANT SHARES
AND EXERCISE PRICE

Section 4.1Adjustment of Number of Warrant Shares and Exercise Price.

The subscription rights in effect under the Warrants for Warrant Shares issuable upon the exercise of the Warrants shall be subject to adjustment from time to time as follows:

(a)if, at any time during the Adjustment Period, the Corporation shall:

(i)subdivide, re-divide or change its outstanding Common Shares into a greater number of Common Shares;

(ii)reduce, combine or consolidate its outstanding Common Shares into a lesser number of Common Shares; or

(iii)issue Common Shares or securities exchangeable for, or convertible into, Common Shares to all or substantially all of the holders of Common Shares by way of stock dividend or other distribution (other than a distribution of Common Shares upon the exercise of Warrants or any outstanding options);

(any of such events in Section 4.1(a)(i), 4.1(a)(ii) or 4.1(a)(iii) being called a "Common Share Reorganization") then the Exercise Price shall be adjusted on the effective date or record date, as the case may be, of such Common Share Reorganization and shall, in the case of the events referred to in (i) or (iii) above, be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, re-division, change or distribution, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation, by multiplying the Exercise Price in effect immediately prior to such effective date or record date, as the case may be, by a fraction of which:

(A)the numerator shall be the number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization, and

(B)the denominator shall be the number of Common Shares outstanding as of the effective date or record date after giving effect to such Common Share Reorganization (such denominator to include, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date or effective date).

Such adjustment shall be made successively whenever any event referred to in this Section 4.1(a) shall occur. Upon any adjustment of the Exercise Price pursuant to Section 4.1(a), the Exchange Rate shall be contemporaneously adjusted by multiplying the number of Common Shares theretofore obtainable on the exercise thereof by a fraction of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;

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(b)if and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per Common Share (or having a conversion or exchange price per Common Share) less than 95% of the Current Market Price on such record date (a "Rights Offering"), the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction of which:

(i)the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by the Current Market Price, and

(ii)the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation.

Such adjustment shall be made successively whenever such a record date is fixed; to the extent that no such rights, options or warrants are exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or, if any such rights, options or warrants are exercised, to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights or warrants, as the case may be. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(b), the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment. Such adjustment will be made successively whenever such a record date is fixed, provided that if two or more such record dates or record dates referred to in this Section 4.1(b) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates;

(c)if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of: (i) securities of any class, whether of the Corporation or any other entity (other than Common Shares), (ii) rights, options or warrants to subscribe for or purchase Common Shares (or other securities convertible into or exchangeable for Common Shares), other than pursuant to a Rights Offering; (iii) evidences of its indebtedness or (iv) any property or other assets including, without limitation, cash, then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction of which:

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(i)the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price on such record date, less the excess, if any, of the fair market value on such record date, as determined by the Corporation (whose determination, absent manifest error, shall be conclusive), of such securities or other assets so issued or distributed over the fair market value of any consideration received therefor by the Corporation from the holders of the Common Shares, and

(ii)the denominator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price; and Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation;

such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(c), the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment;

(d)if and whenever at any time during the Adjustment Period, there is:

(i)a reclassification of the Common Shares;

(ii)a capital reorganization of the Corporation other than as described in Section 4.1(a);

(iii)a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity; or

(iv)a sale or conveyance of all or substantially all of the property and assets of the Corporation to any other body corporate, trust, partnership or other entity;

(any of such events being referred to herein as a "Capital Reorganization"),

any Registered Warrantholder who has not exercised its right to subscribe for Warrant Shares pursuant to the Warrants prior to the effective date of the Capital Reorganization, upon the exercise of such right thereafter, shall be entitled to receive upon payment of the Exercise Price and shall accept, in lieu of the number of Warrant Shares that prior to such effective date the Registered Warrantholder would have been entitled to receive, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such Capital Reorganization, that such Registered Warrantholder would have been entitled to receive on such Capital Reorganization, if, on the effective date thereof, as the case may be, the Registered Warrantholder had been the registered holder of the number of Warrant Shares to which prior to such effective date it was entitled to acquire upon the exercise of the Warrants. If determined appropriate by the Warrant Agent, relying on advice of Counsel, to give effect to or to evidence the provisions of this Section 4.1(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such Capital Reorganization, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Registered Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Registered Warrantholder is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Warrant Agent pursuant to the provisions of this Section 4.1(d) shall be a supplemental indenture entered into pursuant to the provisions of ARTICLE 8 hereof. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Warrant Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive Capital Reorganizations;

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(e)in any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the Registered Warrantholder of any Warrant exercised after the record date and prior to completion of such event the additional Warrant Shares issuable by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such Registered Warrantholder an appropriate instrument evidencing such Registered Warrantholder's right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the relevant date of exercise or such later date as such Registered Warrantholder would, but for the provisions of this Section 4.1(e), have become the holder of record of such additional Common Shares pursuant to Section 4.1;

(f)in any case in which Section 4.1(a)(iii), Section 4.1(b) or Section 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if the Registered Warrantholders of the outstanding Warrants receive, subject to any required stock exchange or regulatory approval, the rights or warrants referred to in Section 4.1(a)(iii), Section 4.1(b) or the shares, rights, options, warrants, evidences of indebtedness or assets referred to in Section 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record date or effective date, as the case may be;

(g)the adjustments provided for in this Section 4.1 are cumulative, and shall, in the case of adjustments to the Exercise Price be computed to the nearest whole cent and shall apply to successive subdivisions, re-divisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments which by reason of this Section 4.1(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment;

(h)after any adjustment pursuant to this Section 4.1, the term "Common Shares" where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Registered Warrantholder is entitled to receive upon the exercise of their Warrant, and the number of Warrant Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Warrant Shares or other property or securities a Registered Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.

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Section 4.2Entitlement to Warrant Shares on Exercise of Warrant.

All Common Shares or shares of any class or other securities, which a Registered Warrantholder is at the time in question entitled to receive on the exercise of its Warrant, whether or not as a result of adjustments made pursuant to this Article 4, shall, for the purposes of the interpretation of this Indenture, be deemed to be Warrant Shares which such Registered Warrantholder is entitled to acquire pursuant to such Warrant.

Section 4.3No Adjustment for Certain Transactions.

Notwithstanding anything in this Article 4, no adjustment shall be made in the acquisition rights attached to the Warrants if the issue of Common Shares is being made pursuant to this Indenture or in connection with: (a) any share incentive plan or restricted share plan or share purchase plan in force from time to time for directors, officers, employees, consultants or other service providers of the Corporation, as approved by the board directors of the Corporation; or (b) the satisfaction of existing instruments issued at the date hereof.

Section 4.4Determination by Independent Firm.

In the event of any question arising with respect to the adjustments provided for in this Article 4, such question shall be conclusively determined by an independent firm of chartered professional accountants other than the Auditors, who shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein. Notwithstanding the foregoing, such determination shall be subject to the receipt of any required approval by the Exchange, as applicable.

Section 4.5Proceedings Prior to any Action Requiring Adjustment.

As a condition precedent to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants, including the number of Warrant Shares which are to be received upon the exercise thereof, the Corporation shall take any action which may, in the opinion of Counsel, be necessary in order that the Corporation has unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the Warrant Shares which the holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof.

Section 4.6Certificate of Adjustment.

The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.1, deliver a certificate of the Corporation to the Warrant Agent specifying the nature of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate may be supported by a certificate of the Corporation's Auditors verifying such calculation if requested by the Warrant Agent at its discretion. The Warrant Agent shall rely, and shall be protected in so doing, upon the certificate of the Corporation or of the Corporation's Auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes.

Section 4.7Notice of Special Matters.

The Corporation covenants with the Warrant Agent that, so long as any Warrant remains outstanding, it will give notice to the Warrant Agent and to the Registered Warrantholders of its intention to fix a record date that is prior to the Expiry Date for any matter for which an adjustment may be required pursuant to Section 4.1 Such notice shall specify the particulars of such event and the record date for such event, provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice is given. The notice shall be given in each case not less than 14 days prior to such applicable record date. If notice has been given and the adjustment is not then determinable, the Corporation shall promptly, after the adjustment is determinable, file with the Warrant Agent a computation of the adjustment and give notice to the Registered Warrantholders of such adjustment computation.

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Section 4.8No Action after Notice; Postponement of Subscription.

The Corporation covenants with the Warrant Agent that it will not close its transfer books or take any other corporate action which might deprive the Registered Warrantholder of the opportunity to exercise its right of acquisition pursuant thereto during the period of 14 days after the giving of the certificate or notices set forth in Section 4.6 and Section 4.7. Notwithstanding the foregoing, and subject to Section 4.1(e), in any case where the application of Section 4.1 results in an increase in the number of Common Shares that are issuable upon exercise of the Warrants taking effect immediately after the record date for a specific event, if any Warrant is exercised after that record date and prior to completion of such specific event, the Corporation may postpone the issuance to the Warrantholder of the Warrant Shares to which he is entitled by reason of such adjustment, but such Warrant Shares shall be so issued and delivered to that holder upon completion of that event, with the number of such Warrant Shares calculated on the basis of the number of Warrant Shares on the date that the Warrant was exercised, adjusted for completion of that event and the Corporation shall deliver to the person or persons in whose name or names the Warrant Shares are to be issued an appropriate instrument evidencing the right of such person or persons to receive such Warrant Shares and the right to receive any Dividends or other distributions which, but for the provisions of this Section 4.8, such person or persons would have been entitled to receive in respect of such Warrant Shares from and after the date that the Warrant was exercised in respect thereof.

Section 4.9Other Action.

If the Corporation, after the date hereof, shall take any action affecting the Common Shares other than action described in Section 4.1, which in the reasonable opinion of the directors of the Corporation would materially affect the rights of Registered Warrantholders, the Exercise Price and/or Exchange Rate, the number of Warrant Shares which may be acquired upon exercise of the Warrants shall be adjusted in such manner and at such time, by action of the directors of the Corporation, acting reasonably and in good faith, in their sole discretion as they may determine to be equitable to the Registered Warrantholders in the circumstances, provided that no such adjustment will be made unless any requisite prior approval of the Exchange has been obtained.

Section 4.10Protection of Warrant Agent.

The Warrant Agent shall not:

(a)at any time be under any duty or responsibility to any Registered Warrantholder to determine whether any facts exist which may require any adjustment contemplated by Section 4.1, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same;

(b)be accountable with respect to the validity or value (or the kind or amount) of any Warrant Shares or of any other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant;

(c)be responsible for any failure of the Corporation to issue, transfer or deliver Warrant Shares or certificates for the same upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants contained in this Article; and

(d)incur any liability or be in any way responsible for the consequences of any breach on the part of the Corporation of any of the representations, warranties or covenants herein contained or of any acts of the directors, officers, employees, agents or servants of the Corporation.

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Section 4.11Participation by Warrantholder.

No adjustments shall be made pursuant to this Article 4 if the Registered Warrantholders are entitled to participate in any event described in this Article 4 on the same terms, mutatis mutandis, as if the Registered Warrantholders had exercised their Warrants prior to, or on the effective date or record date of, such event and any such participation will be subject to any requisite prior approval of the Exchange.

ARTICLE 5
RIGHTS OF THE CORPORATION AND COVENANTS

Section 5.1Optional Purchases by the Corporation.

Subject to compliance with applicable securities legislation and approval of applicable regulatory authorities, if any, the Corporation may from time to time purchase by private contract or otherwise any of the Warrants. Any such purchase shall be made at the lowest price or prices at which, in the opinion of the directors of the Corporation, such Warrants are then obtainable, plus reasonable costs of purchase, and may be made in such manner, from such persons and on such other terms as the Corporation, in its sole discretion, may determine. In the case of Warrant Certificates, Warrant Certificates representing the Warrants purchased pursuant to this Section 5.1 shall forthwith be delivered to and cancelled by the Warrant Agent and reflected accordingly on the register of Warrants. In the case of Uncertificated Warrants, the Warrants purchased pursuant to this Section 5.1 shall be reflected accordingly on the register of Warrants and in accordance with procedures prescribed by the Depository under the Book Entry Registration System. No Warrants shall be issued in replacement thereof.

Section 5.2General Covenants.

The Corporation covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that so long as any Warrants remain outstanding, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Corporation:

(a)it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Warrant Shares upon the exercise of the Warrants;

(b)it will cause the Warrant Shares from time to time acquired pursuant to the exercise of the Warrants to be validly issued and delivered in accordance with the Warrants and the terms hereof;

(c)all Warrant Shares which shall be issued upon exercise of the right to acquire provided for herein shall be fully paid and non-assessable Common Shares;

(d)it will use commercially reasonable efforts to maintain its existence and carry on its business in the ordinary course and to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Warrant Shares issuable upon exercise of the Warrants) continue to be listed and posted for trading on the Exchange (or such other recognized Canadian stock exchange acceptable to the Corporation);

(e)it will make all requisite filings under applicable securities laws including those necessary to remain a reporting issuer not in default under applicable securities laws in each of the provinces and territories of Canada where it is or becomes a reporting issuer;

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(f)generally, it will well and truly perform and carry out all of the acts or things to be done by it as provided in this Indenture;

(g)the Corporation will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon valid exercise of the Warrants; and

(h)the Corporation will promptly notify the Warrant Agent and the Warrantholders in writing of any breach or default under the terms of this Indenture which remains unrectified for more than five Business Days following its occurrence.

provided that no covenant in this Section 5.2 shall be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Common Shares ceasing to be listed and posted for trading on the Exchange, so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the Exchange.

Section 5.3Warrant Agent's Remuneration and Expenses.

The Corporation covenants that it will pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Warrant Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in the administration or execution of its duties hereby created (including the reasonable compensation and the disbursements of its Counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Warrant Agent hereunder shall be finally and fully performed. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Warrant Agent against unpaid invoices and shall be payable upon demand. This Section 5.3 shall survive the resignation or removal of the Warrant Agent or the termination of this Indenture.

Section 5.4Performance of Covenants by Warrant Agent.

If the Corporation shall fail to perform any of its covenants contained in this Indenture, the Warrant Agent may notify the Registered Warrantholders of such failure on the part of the Corporation and may itself perform any of the covenants capable of being performed by it but, subject to Section 9.2, shall be under no obligation to perform said covenants or to notify the Registered Warrantholders of such performance by it. All sums expended or advanced by the Warrant Agent in so doing shall be repayable as provided in Section 5.3. No such performance, expenditure or advance by the Warrant Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants herein contained.

Section 5.5Enforceability of Warrants.

The Corporation represents, warrants, covenants and agrees that all necessary corporate action has been taken by the Corporation to authorize the creation and issue of the Warrants to be issued hereunder and that the Warrants, when issued and Authenticated as herein provided, will be valid and enforceable against the Corporation in accordance with the provisions hereof and the terms hereof and that, subject to the provisions of this Indenture, the Corporation will cause the Warrant Shares from time to time acquired upon exercise of Warrants issued under this Indenture to be validly issued and delivered in accordance with the terms of this Indenture.

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ARTICLE 6
ENFORCEMENT

Section 6.1Suits by Warrantholders.

All or any of the rights conferred upon any Registered Warrantholder by any of the terms of this Indenture may be enforced by the Registered Warrantholder by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Warrant Agent to proceed in its own name to enforce each and all of the provisions herein contained for the benefit of the Registered Warrantholders.

Section 6.2Suits by the Corporation.

The Corporation shall have the right to enforce full payment of the Exercise Price of all Warrant Shares issued by the Warrant Agent to a Registered Warrantholder hereunder and shall be entitled to demand such payment from the Registered Warrantholder or alternatively to instruct the Warrant Agent to cancel the share certificates representing such Warrant Shares and amend the securities register of the Corporation accordingly.

Section 6.3Immunity of Shareholders, etc.

Subject to any rights or remedies available to the Warrant Agent and the Warrantholders under Applicable Legislation or applicable laws, the Warrant Agent and the Warrantholders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator or any past, present or future shareholder, trustee, employee or agent of the Corporation or of any successor entity on any covenant, agreement, representation or warranty by the Corporation herein.

Section 6.4Waiver of Default.

Upon the happening of any default hereunder:

(a)the Registered Warrantholders of not less than 50.1% of the Warrants then outstanding shall have power (in addition to the powers exercisable by Extraordinary Resolution) by requisition in writing to instruct the Warrant Agent to waive any default hereunder and the Warrant Agent shall thereupon waive the default upon such terms and conditions as shall be prescribed in such requisition; or

(b)the Warrant Agent shall have power to waive any default hereunder upon such terms and conditions as the Warrant Agent may deem advisable, on the advice of Counsel, if, in the Warrant Agent's opinion, based on the advice of Counsel, the same shall have been cured or adequate provision made therefor;

provided that no delay or omission of the Warrant Agent or of the Registered Warrantholders to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein and provided further that no act or omission either of the Warrant Agent or of the Registered Warrantholders in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent default hereunder of the rights resulting therefrom.

ARTICLE 7
MEETINGS OF REGISTERED WARRANTHOLDERS

Section 7.1Right to Convene Meetings.

The Warrant Agent may at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Warrantholders' Request and upon being indemnified and funded to its reasonable satisfaction by the Corporation or by the Registered Warrantholders signing such Warrantholders' Request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Registered Warrantholders. If the Warrant Agent fails to so call a meeting within seven days after receipt of such written request of the Corporation or within 30 days after receipt of such Warrantholders' Request and the indemnity and funding given as aforesaid, the Corporation or such Registered Warrantholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Vancouver, British Columbia or at such other place as may be approved or determined by the Warrant Agent and the Corporation.

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Section 7.2Notice.

At least 21 days' prior written notice of any meeting of Registered Warrantholders shall be given to the Registered Warrantholders in the manner provided for in Section 10.2 and a copy of such notice shall be sent by mail to the Warrant Agent (unless the meeting has been called by the Warrant Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the time when and the place where the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Registered Warrantholders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Section 7.2.

Section 7.3Chair.

An individual (who need not be a Registered Warrantholder) designated in writing by the Warrant Agent shall be chair of the meeting and if no individual is so designated, or if the individual so designated is not present within fifteen minutes from the time fixed for the holding of the meeting, the Registered Warrantholders present in person or by proxy shall choose an individual present to be chair.

Section 7.4Quorum.

Subject to the provisions of Section 7.11, at any meeting of the Registered Warrantholders a quorum shall consist of Registered Warrantholder(s) present in person or by proxy and entitled to purchase at least 20% of the aggregate number of Warrant Shares which may be acquired pursuant to all the then outstanding Warrants. If a quorum of the Registered Warrantholders shall not be present within thirty minutes from the time fixed for holding any meeting, the meeting, if summoned by Registered Warrantholders or on a Warrantholders' Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a quorum is present at the commencement of business. At the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened, notwithstanding that they may not be entitled to acquire at least 20% of the aggregate number of Warrant Shares which may be acquired pursuant to all then outstanding Warrants.

Section 7.5Power to Adjourn.

The chair of any meeting at which a quorum of the Registered Warrantholders is present may, with the consent of the meeting, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

Section 7.6Show of Hands.

Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary Resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chair that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

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Section 7.7Poll and Voting.

(1)On every Extraordinary Resolution, and on any other question submitted to a meeting and after a vote by show of hands when demanded by the chair or by one or more of the Registered Warrantholders acting in person or by proxy and entitled to acquire in the aggregate at least 5% of the aggregate number of Warrant Shares which may be acquired pursuant to all the Warrants then outstanding, a poll shall be taken in such manner as the chair shall direct. Questions other than those required to be determined by Extraordinary Resolution shall be decided by a majority of the votes cast on the poll.

(2)On a show of hands, every person who is present and entitled to vote, whether as a Registered Warrantholder or as proxy for one or more absent Registered Warrantholders, or both, shall have one vote. On a poll, each Registered Warrantholder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Warrant then held or represented by it. A proxy need not be a Registered Warrantholder. The chair of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Warrants, if any, held or represented by him.

Section 7.8Regulations.

(1)The Warrant Agent, or the Corporation with the approval of the Warrant Agent, may from time to time make and from time to time vary such regulations as it shall think fit for the setting of the record date for a meeting for the purpose of determining Registered Warrantholders entitled to receive notice of and to vote at the meeting.

(2)Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Registered Warrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Registered Warrantholders or proxies of Registered Warrantholders.

Section 7.9Corporation and Warrant Agent May be Represented.

The Corporation and the Warrant Agent, by their respective directors, officers, agents, and employees and the Counsel for the Corporation and for the Warrant Agent may attend any meeting of the Registered Warrantholders.

Section 7.10Powers Exercisable by Extraordinary Resolution.

In addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Registered Warrantholders at a meeting shall, subject to the provisions of Section 7.11 and any requisite approval of the Exchange, have the power exercisable from time to time by Extraordinary Resolution:

(a)to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Registered Warrantholders or the Warrant Agent in its capacity as warrant agent hereunder (subject to the Warrant Agent's prior consent, acting reasonably) or on behalf of the Registered Warrantholders against the Corporation whether such rights arise under this Indenture or otherwise;

(b)to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Registered Warrantholders;

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(c)to direct or to authorize the Warrant Agent, subject to Section 9.2(2) hereof, to enforce any of the covenants on the part of the Corporation contained in this Indenture or to enforce any of the rights of the Registered Warrantholders in any manner specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right;

(d)to waive, and to direct the Warrant Agent to waive, any default on the part of the Corporation in complying with any provisions of this Indenture either unconditionally or upon any conditions specified in such Extraordinary Resolution;

(e)to restrain any Registered Warrantholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Indenture or to enforce any of the rights of the Registered Warrantholders;

(f)to direct any Registered Warrantholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Registered Warrantholder in connection therewith;

(g)to assent to any change in or omission from the provisions contained in this Indenture or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Warrant Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission;

(h)with the consent of the Corporation, such consent not to be unreasonably withheld, to remove the Warrant Agent or its successor in office and to appoint a new warrant agent or warrant agents to take the place of the Warrant Agent so removed; and

(i)to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation.

Section 7.11Meaning of Extraordinary Resolution.

(1)The expression "Extraordinary Resolution" when used in this Indenture means, subject as hereinafter provided in this Section 7.11 and in Section 7.14, a resolution proposed at a meeting of Registered Warrantholders duly convened for that purpose and held in accordance with the provisions of this ARTICLE 7 at which there are present in person or by proxy Registered Warrantholders holding at least 20% of the aggregate number of Warrant Shares that may be acquired on exercise of the outstanding Warrants and passed by the affirmative votes of Registered Warrantholders holding not less than 66 2/3% of the aggregate number of Warrant Shares that may be acquired on exercise of the outstanding Warrants at the meeting and voted on the poll upon such resolution.

(2)If, at the meeting at which an Extraordinary Resolution is to be considered, Registered Warrantholders holding at least 20% of the aggregate number of Warrant Shares that may be acquired on exercise of the outstanding Warrants are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by Registered Warrantholders or on a Warrantholders' Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than 15 or more than 60 days later, and to such place and time as may be appointed by the chair. Not less than 14 days' prior notice shall be given of the time and place of such adjourned meeting in the manner provided for in Section 10.2. Such notice shall state that at the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting, the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in Section 7.11(1) shall be an Extraordinary Resolution within the meaning of this Indenture notwithstanding that Registered Warrantholders entitled to acquire at least 20% of the aggregate number of Warrant Shares which may be acquired pursuant to all the then outstanding Warrants are not present in person or by proxy at such adjourned meeting.

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(3)Subject to Section 7.14, votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

Section 7.12Powers Cumulative.

Any one or more of the powers or any combination of the powers in this Indenture stated to be exercisable by the Registered Warrantholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Registered Warrantholders to exercise such power or powers or combination of powers then or thereafter from time to time.

Section 7.13Minutes.

Minutes of all resolutions and proceedings at every meeting of Registered Warrantholders shall be made and duly recorded in the books of the Corporation and such minutes as aforesaid, if signed by the chairman or the secretary of the meeting at which such resolutions were passed or proceedings had shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.

Section 7.14Instruments in Writing.

All actions which may be taken and all powers that may be exercised by the Registered Warrantholders at a meeting held as provided in this ARTICLE 7 may also be taken and exercised by Registered Warrantholders holding at least 66 2/3% of the aggregate number of the then outstanding Warrants by an instrument in writing signed in one or more counterparts by such Registered Warrantholders in person or by attorney duly appointed in writing, and the expression "Extraordinary Resolution" when used in this Indenture shall include an instrument so signed.

Section 7.15Binding Effect of Resolutions.

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this ARTICLE 7 at a meeting of Registered Warrantholders shall be binding upon all the Warrantholders, whether present at or absent from such meeting, and every instrument in writing signed by Registered Warrantholders in accordance with Section 7.14 shall be binding upon all the Warrantholders, whether signatories thereto or not, and each and every Warrantholder and the Warrant Agent (subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.

Section 7.16Holdings by Corporation Disregarded.

In determining whether Registered Warrantholders holding Warrants evidencing the entitlement to acquire the required number of Warrant Shares are present at a meeting of Registered Warrantholders for the purpose of determining a quorum or have concurred in any consent, waiver, Extraordinary Resolution, Warrantholders' Request or other action under this Indenture, Warrants owned legally or beneficially by the Corporation or its affiliates shall be disregarded in accordance with the provisions of Section 10.7.

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ARTICLE 8
SUPPLEMENTAL INDENTURES

Section 8.1Provision for Supplemental Indentures for Certain Purposes.

From time to time, the Corporation (when authorized by action of the directors of the Corporation)  and the Warrant Agent may, subject to the provisions hereof and subject to compliance with applicable securities law and the prior approval of any applicable regulatory authorities, including the Exchange, as need be, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

(a)setting forth any adjustments resulting from the application of the provisions of Article 4;

(b)adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the premises, provided that the same are not in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;

(c)giving effect to any Extraordinary Resolution passed as provided in Section 7.11;

(d)making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder or for the purpose of obtaining a listing or quotation of the Warrants on any stock exchange or quotation system, provided that such provisions are not, in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;

(e)adding to or altering the provisions hereof in respect of the transfer of Warrants, making provision for the exchange of Warrants, and making any modification in the form of the Warrant Certificates which does not affect the substance thereof;

(f)modifying any of the provisions of this Indenture, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Warrant Agent, relying on the advice of Counsel, such modification or relief in no way prejudices any of the rights of the Registered Warrantholders or of the Warrant Agent, and provided further that the Warrant Agent may in its sole discretion decline to enter into any such supplemental indenture which in its opinion may not afford adequate protection to the Warrant Agent when the same shall become operative; 

(g)providing for the issuance of additional Warrants hereunder, including Warrants in excess of the number set out in Section 2.1 and any consequential amendments hereto as may be required by the Warrant Agent relying on the advice of Counsel; and 

(h)for any other purpose not inconsistent with the terms of this Indenture, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Warrant Agent, relying on the advice of Counsel, the rights of the Warrant Agent and of the Registered Warrantholders are in no way prejudiced thereby.

Section 8.2Successor Entities.

In the case of the consolidation, amalgamation, arrangement, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to or with another entity ("successor entity"), the successor entity resulting from such consolidation, amalgamation, arrangement, merger or transfer (if not the Corporation) shall expressly assume, by supplemental indenture satisfactory in form to the Warrant Agent and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant and condition of this Indenture to be performed and observed by the Corporation.

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ARTICLE 9
CONCERNING THE WARRANT AGENT

Section 9.1Trust Indenture Legislation.

(1)If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a mandatory requirement of Applicable Legislation, such mandatory requirement shall prevail.

(2)The Corporation and the Warrant Agent agree that each will, at all times in relation to this Indenture and any action to be taken hereunder, observe and comply with and be entitled to the benefits of Applicable Legislation.

Section 9.2Rights and Duties of Warrant Agent.

(1)In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Warrant Agent shall exercise that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Warrant Agent from liability for its own gross negligence, willful misconduct, bad faith or fraud under this Indenture.

(2)The obligation of the Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Warrant Agent or the Registered Warrantholders hereunder shall be conditional upon the Registered Warrantholders furnishing, when required by notice by the Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Warrant Agent to protect and to hold harmless the Warrant Agent and its officers, directors, employees and agents, against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require the Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.

(3)The Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Registered Warrantholders at whose instance it is acting to deposit with the Warrant Agent the Warrants Certificates held by them, for which Warrants the Warrant Agent shall issue receipts.

(4)Every provision of this Indenture that by its terms relieves the Warrant Agent of liability or entitles it to rely upon any evidence submitted to it, is subject to the provisions of Applicable Legislation.

(5)The Warrant Agent shall have no obligations with respect to tax reporting.

Section 9.3Evidence, Experts and Advisers.

(1)In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation.

(2)In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture.

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(3)Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon.

(4)The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent.

(5)The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Section 9.4Documents, Monies, etc. Held by Warrant Agent.

Until released in accordance with this Indenture, any funds received hereunder shall be kept in segregated records of the Warrant Agent and the Warrant Agent shall place the funds in segregated trust accounts of the Warrant Agent at one or more of the Canadian Chartered Banks listed in Schedule 1 of the Bank Act (Canada) ("Approved Bank"). All amounts held by the Warrant Agent pursuant to this Agreement shall be held by the Warrant Agent in trust for the Corporation and the delivery of the funds to the Warrant Agent shall not give rise to a debtor-creditor or other similar relationship. The amounts held by the Warrant Agent pursuant to this Agreement are at the sole risk of the Corporation and, without limiting the generality of the foregoing, the Warrant Agent shall have no responsibility or liability for any diminution of the funds which may result from any deposit made with an Approved Bank pursuant to this section, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default). The parties hereto acknowledge and agree that the Warrant Agent will have acted prudently in depositing the funds at any Approved Bank, and that the Warrant Agent is not required to make any further inquiries in respect of any such bank. The Warrant Agent may hold cash balances constituting part or all of such monies and need not, invest the same. The Warrant Agent shall not be liable to account for any profit to any parties to this Indenture or to any other person or entity.

Section 9.5Actions by Warrant Agent to Protect Interest.

Subject to the provisions of this Indenture and Applicable Legislation, the Warrant Agent shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Registered Warrantholders.

Section 9.6Warrant Agent Not Required to Give Security.

The Warrant Agent shall not be required to give any bond or security in respect of the execution of the agency and powers of this Indenture or otherwise in respect of the premises.

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Section 9.7Protection of Warrant Agent.

By way of supplement to the provisions of any law for the time being relating to the Warrant Agent it is expressly declared and agreed as follows:

(a)the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;

(b)nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;

(c)the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;

(d)the Warrant Agent shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;

(e)the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the "Indemnified Parties") from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties' duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that the Corporation shall not be required to indemnify the Indemnified Parties in the event of the gross negligence, willful misconduct, bad faith or fraud of the Warrant Agent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and

(f)notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

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Section 9.8Replacement of Warrant Agent; Successor by Merger.

(1)The Warrant Agent may resign its agency and be discharged from all further duties and liabilities hereunder, subject to this Section 9.8, by giving to the Corporation not less than 60 days' prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Registered Warrantholders by Extraordinary Resolution shall have power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Registered Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent or any Registered Warrantholder may apply to a judge of the Province of British Columbia on such notice as such judge may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Corporation or by the Court shall be subject to removal as aforesaid by the Registered Warrantholders. Any new warrant agent appointed under any provision of this Section 9.8 shall be an entity authorized to carry on the business of a trust company in the Province of British Columbia and, if required by the Applicable Legislation for any other provinces, in such other provinces. On any such appointment, the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent hereunder,

(2)Upon the appointment of a successor warrant agent, the Corporation shall promptly notify the Registered Warrantholders thereof in the manner provided for in Section 10.2.

(3)Any Warrant Certificates Authenticated but not delivered by a predecessor Warrant Agent may be Authenticated by the successor Warrant Agent in the name of the successor Warrant Agent.

(4)Any corporation into which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Warrant Agent shall be a party, or any corporation succeeding to substantially the corporate trust business of the Warrant Agent shall be the successor to the Warrant Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as successor Warrant Agent under Section 9.8(1).

Section 9.9Acceptance of Agency

The Warrant Agent hereby accepts the agency in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth.

Section 9.10Warrant Agent Not to be Appointed Receiver.

The Warrant Agent and any person related to the Warrant Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.

Section 9.11Warrant Agent Not Required to Give Notice of Default.

The Warrant Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Warrant Agent and in the absence of any such notice the Warrant Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to any default.

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Section 9.12Anti-Money Laundering.

(1)Each party to this Agreement other than the Warrant Agent hereby represents to the Warrant Agent that any account to be opened by, or interest to be held by, the Warrant Agent in connection with this Agreement, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Warrant Agent's prescribed form as to the particulars of such third party.

(2)The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on ten (10) days' written notice to the other parties to this Indenture, provided (i) that the Warrant Agent's written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Warrant Agent's satisfaction within such ten (10) day period, then such resignation shall not be effective.

Section 9.13Compliance with Privacy Code.

(1)The parties acknowledge that the Warrant Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties or their representatives, as individuals, or about other individuals related to the subject matter hereof, and/or use such information for the following purposes:

(a)to provide the services required under this Indenture and other services that may be requested from time to time;

(b)to help the Warrant Agent manage its servicing relationships with such individuals;

(c)to meet the Warrant Agent's legal and regulatory requirements; and

(d)if Social Insurance Numbers are collected by the Warrant Agent, to perform tax reporting and to assist in verification of an individual's identity for security purposes.

(2)Each party acknowledges and agrees that the Warrant Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of its acting as agent hereunder for the purposes described above and, generally, in the manner and on the terms described in its privacy code, which the Warrant Agent shall make available on its website, www.computershare.com, or upon request, including revisions thereto. The Warrant Agent may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides.

(3)Further, each party agrees that it shall not provide or cause to be provided to the Warrant Agent any personal information relating to an individual who is not a party to this Indenture unless that party has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

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Section 9.14Securities Exchange Commission Certification.

(1)The Corporation confirms that as at the date of execution of this Agreement it does not have a class of securities registered pursuant to Section 12 of the U.S. Exchange Act, or have a reporting obligation pursuant to Section 15(d) of the Act.

(2)The Corporation covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the Act or the Corporation shall incur a reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act, or (ii) any such registration or reporting obligation shall be terminated by the Corporation in accordance with the Act, the Corporation shall promptly deliver to the Warrant Agent an officers' certificate (in a form provided by the Warrant Agent) notifying the Warrant Agent of such registration or termination and such other information as the Warrant Agent may require at the time. The Corporation acknowledges that the Warrant Agent is relying upon the foregoing representation and covenants in order to meet certain SEC obligations with respect to those clients who are filing with the SEC.

(3)The Corporation is subject to reporting requirements pursuant to Rule 257(b) of Regulation A.

ARTICLE 10
GENERAL

Section 10.1Notice to the Corporation and the Warrant Agent.

(1)Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the Warrant Agent shall be deemed to be validly given if delivered, sent by registered letter, postage prepaid or if emailed:

(a)If to the Corporation:

Contact Gold Corp.

Suite 1050, 400 Burrard St.

Vancouver, BC V6C 3A6

Attention: John Wenger, Chief Financial Officer and Corporate Secretary
Email: wenger@contactgold.com

with a copy to (which shall not constitute notice):

Cassels Brock & Blackwell LLP
Scotia Plaza, Suite 2100

40 King Street West

Toronto, ON M5H 3C2

Attention: Jay Goldman
Email: jgoldman@cassels.com

(b)If to the Warrant Agent:

Computershare Trust Company of Canada
3rd Floor, 510 Burrard Street

Vancouver, BC V6C 3B9

Attention:  General Manager, Corporate Trust
Email Address:corporatetrust.vancouver@computershare.com

- 38 -

and any such notice delivered in accordance with the foregoing shall be deemed to have been received and given on the date of delivery (if such date is a Business Day, otherwise the Business Day following the date of delivery if such date is not a Business Day) or, if mailed, on the fifth Business Day following the date of mailing such notice or, if emailed prior to 4:30 p.m. on a Business Day, on such Business Day and otherwise on the next Business Day following the date of email.

(2)The Corporation or the Warrant Agent, as the case may be, may from time to time notify the other in the manner provided in Section 10.1(1) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation or the Warrant Agent, as the case may be, for all purposes of this Indenture.

(3)If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Warrant Agent or to the Corporation hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to the named officer of the party to which it is addressed, as provided in Section 10.1(1), or given by email or other means of prepaid, transmitted and recorded communication.

Section 10.2Notice to Registered Warrantholders.

(1)Unless otherwise provided herein, notice to the Registered Warrantholders under the provisions of this Indenture shall be valid and effective if delivered or sent by ordinary prepaid post addressed to such holders at their post office addresses appearing on the register hereinbefore mentioned and shall be deemed to have been effectively received and given on the date of delivery if that date is a Business Day or the Business Day following the date of delivery if such date is not a Business Day or, if mailed, on the third Business Day following the date of mailing such notice. In the event that Warrants are held in the name of the Depository, a copy of such notice shall also be sent by electronic communication to the Depository and shall be deemed received and given on the day it is so sent.

(2)If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Registered Warrantholders hereunder could reasonably be considered unlikely to reach its destination, such notice may be given in a news release disseminated through a newswire service, filed on the Corporation's issuer profile on SEDAR at www.sedar.com, and posted on the Corporation's website; provided that in the case of a notice convening a meeting of the Warrantholders, the Warrant Agent may require such additional publications of that notice, in Vancouver, British Columbia or in other cities or both, as it may deem necessary for the reasonable notification of the holders of Warrants or to comply with any applicable requirement of law or any stock exchange. Any notice so given shall be deemed to have been given on the day on which it has been published in all of the cities in which publication was required.

Section 10.3Ownership of Warrants.

The Corporation and the Warrant Agent may deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such Registered Warrantholder of the Warrant Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

Section 10.4Counterparts.

This Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof. Delivery of an executed copy of the Indenture by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Indenture as of the date hereof.

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Section 10.5Satisfaction and Discharge of Indenture.

Upon the earlier of:

(a)the date by which there shall have been delivered to the Warrant Agent for exercise or cancellation all Warrants theretofore Authenticated hereunder and no Warrants are outstanding hereunder, in the case of Warrant Certificates (or such other instructions, in a form satisfactory to the Warrant Agent), in the case of Uncertificated Warrants, or by way of standard processing through the book entry system in the case of an Uncertificated Warrant registered in the name of the Depository; and

(b)the Expiry Time;

and if all certificates or other entry on the register representing Warrant Shares required to be issued in compliance with the provisions hereof have been issued and delivered hereunder or to the Warrant Agent in accordance with such provisions, this Indenture shall cease to be of further effect and the Warrant Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Warrant Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. Notwithstanding the foregoing, the indemnities provided to the Warrant Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Indenture.

Section 10.6Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders.

Nothing in this Indenture or in the Warrants, expressed or implied, shall give or be construed to give to any person other than the parties hereto and the Registered Warrantholders, as the case may be, any legal or equitable right, remedy or claim under this Indenture, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Registered Warrantholders.

Section 10.7Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided.

For the purpose of disregarding any Warrants owned legally or beneficially by the Corporation or its affiliates in Section 7.16, the Corporation shall provide to the Warrant Agent, from time to time, a certificate of the Corporation setting forth as at the date of such certificate:

(a)the names (other than the name of the Corporation) of the Registered Warrantholders which, to the knowledge of the Corporation, are owned by or held for the account of the Corporation or its affiliates; and

(b)the number of Warrants owned legally or beneficially by the Corporation or its affiliates;

and the Warrant Agent, in making the computations shall be entitled to rely on such certificate without any additional evidence.

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Section 10.8Severability

If, in any jurisdiction, any provision of this Indenture or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision will, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Indenture and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other parties or circumstances.

Section 10.9Force Majeure

No party shall be liable to the other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

Section 10.10Assignment, Successors and Assigns

Neither of the parties hereto may assign its rights or interest under this Indenture, except as provided in Section 9.8 in the case of the Warrant Agent, or as provided in Section 8.2 in the case of the Corporation. Subject thereto, this Indenture shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

Section 10.11Rights of Rescission and Withdrawal for Holders

Should a holder of Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, and the holder's funds which were paid on exercise have already been released to the Corporation by the Warrant Agent, the Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the Warrant Agent of any underlying Warrant Shares or other securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Warrant Agent in writing to cancel the exercise transaction and any such underlying Warrant Shares or other securities on the register that may have already been issued upon the Warrant exercise. In the event that any payment is received from the Corporation by virtue of the holder being a shareholder for such Warrants that were subsequently rescinded, such payment must be returned to the Corporation by such holder. The Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce the return of the funds pursuant to this section, nor shall the Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Warrant Agent for distribution to the holder, the Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

[The remainder of this page has been left intentionally blank. Signature page follows.]

IN WITNESS WHEREOF the parties hereto have executed this Indenture under the hands of their proper officers in that behalf as of the date first written above.

CONTACT GOLD CORP.
By:	"John Wenger"
	Name: John Wenger
	Title: Chief Financial Officer and Corporate Secretary

COMPUTERSHARE TRUST COMPANY OF CANADA
By:	"Brian Howarth"
	Name: Brian Howarth
	Title: Corporate Trust Officer
By:	"Jennifer Wong"
	Name: Jennifer Wong
	Title: Manager, Corporate Trust

SCHEDULE "A"
FORM OF WARRANT

THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE AT OR BEFORE 4:30 P.M. (VANCOUVER TIME) ON SEPTEMBER ⬤, 2022, AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT.

WARRANT

To acquire Common Shares of

CONTACT GOLD CORP.

(incorporated pursuant to the laws of Nevada)

Warrant
Certificate No. [⬤] Certificate for ____________________________ Warrants, each entitling the holder to acquire one (1) Common Share (subject to adjustment as provided for in the Warrant Indenture (as defined below)) CUSIP 21074G119 ISIN US21074G1195

THIS IS TO CERTIFY THAT, for value received,

(the "Warrantholder") is the registered holder of the number of common share purchase warrants (the "Warrants") of Contact Gold Corp. (the "Corporation") specified above, and is entitled, on exercise of these Warrants upon and subject to the terms and conditions set forth herein and in the Warrant Indenture, to purchase at any time before 4:30 p.m. (Vancouver time) (the "Expiry Time") on September ⬤, 2022 (the "Expiry Date"), subject to adjustment as described in the Warrant Indenture, one fully paid and non-assessable share of common stock, US$0.001 par value, in the capital of the Corporation as constituted on the date hereof (a "Common Share") for each Warrant subject to adjustment in accordance with the terms of the Warrant Indenture. After the Expiry Time, Warrants evidenced hereby shall be deemed to be void and of no further force or effect.

The right to purchase Common Shares may only be exercised by the Warrantholder within the time set forth above by:

(a)duly completing and executing the exercise form (the "Exercise Notice") attached hereto; and

(b)surrendering this warrant certificate (the "Warrant Certificate"), with the Exercise Notice to the Warrant Agent at the principal office of the Warrant Agent, in the city of Vancouver, British Columbia, together with a certified cheque, bank draft or money order in the lawful money of Canada payable to or to the order of the Corporation in an amount equal to the purchase price of the Common Shares so subscribed for.

The surrender of this Warrant Certificate, the duly completed Exercise Notice and payment as provided above will be deemed to have been effected only on personal delivery thereof to, or if sent by mail or other means of transmission on actual receipt thereof by, the Warrant Agent at its principal office as set out above.

A-1

Subject to adjustment thereof in the events and in the manner set forth in the Warrant Indenture hereinafter referred to, the exercise price payable for each Common Share upon the exercise of Warrants shall be $0.27 per Common Share (the "Exercise Price").

Certificates for the Common Shares subscribed for will be mailed to the persons specified in the Exercise Notice at their respective addresses specified therein or, if so specified in the Exercise Notice, delivered to such persons at the office where this Warrant Certificate is surrendered. If fewer Common Shares are purchased than the number that can be purchased pursuant to this Warrant Certificate, the holder hereof will be entitled to receive without charge a new Warrant Certificate in respect of the balance of the Common Shares not so purchased. No fractional Common Shares will be issued upon exercise of any Warrant and no cash or other consideration will be paid in lieu of fractional shares.

This Warrant Certificate evidences Warrants of the Corporation issued or issuable under the provisions of a warrant indenture (which indenture together with all other instruments supplemental or ancillary thereto is herein referred to as the "Warrant Indenture") dated as of September 23, 2020 between the Corporation and Computershare Trust Company of Canada, as Warrant Agent, to which Warrant Indenture reference is hereby made for particulars of the rights of the holders of Warrants, the Corporation and the Warrant Agent in respect thereof and the terms and conditions on which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder, by acceptance hereof, assents. The Corporation will furnish to the holder, on request and without charge, a copy of the Warrant Indenture. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Warrant Indenture.

On presentation at the principal office of the Warrant Agent as set out above, subject to the provisions of the Warrant Indenture and in compliance with the reasonable requirements of the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates entitling the holder thereof to purchase in the aggregate an equal number of Common Shares as are purchasable under the Warrant Certificate(s) so exchanged.

This Warrant and the securities issuable upon exercise hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States. This Warrant and the Common Shares issuable upon exercise of this Warrant have been qualified under Regulation A of the U.S. Securities Act by an offering statement on Form 1-A (SEC File No. 024-11290 (as amended, the "Form 1-A"), which includes an offering circular ("Offering Circular"), filed with the United States Securities and Exchange Commission ("SEC").  The Corporation's public reports filed pursuant to Regulation A under the U.S. Securities Act, the Form 1-A and the Offering Circular are available at www.sec.gov or at the Corporation's website at www.contactgold.com.

The Warrant Indenture contains provisions for the adjustment of the Exercise Price payable for each Common Share issuable upon the exercise of Warrants and the number of Common Shares issuable upon the exercise of Warrants in the events and in the manner set forth therein.

The Warrant Indenture also contains provisions making binding on all holders of Warrants outstanding thereunder all resolutions passed at meetings of holders of Warrants held in accordance with the provisions of the Warrant Indenture and instruments in writing signed by Warrantholders of Warrants entitled to purchase a specific majority of the Common Shares that can be purchased pursuant to such Warrants. 

Nothing contained in this Warrant Certificate, the Warrant Indenture or elsewhere shall be construed as conferring upon the holder hereof any right or interest whatsoever as a holder of Common Shares or any other right or interest except as herein and in the Warrant Indenture expressly provided. In the event of any discrepancy between anything contained in this Warrant Certificate and the terms and conditions of the Warrant Indenture, the terms and conditions of the Warrant Indenture shall govern.

A-2

Warrants may only be transferred in compliance with the conditions of the Warrant Indenture on the register to be kept by the Warrant Agent in Vancouver, British Columbia, or such other registrar as the Corporation, with the approval of the Warrant Agent, may appoint at such other place or places, if any, as may be designated, upon surrender of this Warrant Certificate to the Warrant Agent or other registrar accompanied by a written instrument of transfer in form and execution satisfactory to the Warrant Agent or other registrar and upon compliance with the conditions prescribed in the Warrant Indenture and with such reasonable requirements as the Warrant Agent or other registrar may prescribe and upon the transfer being duly noted thereon by the Warrant Agent or other registrar. Time is of the essence hereof.

This Warrant Certificate will not be valid for any purpose until it has been countersigned by or on behalf of the Warrant Agent from time to time under the Warrant Indenture.

The parties hereto have declared that they have required that these presents and all other documents related hereto be in the English language. Les parties aux présentes déclarent qu'elles ont exigé que la présente convention, de même que tous les documents s'y rapportant, soient rédigés en anglais.

[The remainder of this page has been left intentionally blank. Signature page follows.]

A-3

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be duly executed by its duly authorized officer as of this ___ day of _______, 2020:

CONTACT GOLD CORP.
By:
	Authorized Signatory

Countersigned and Registered this ___ day of ______, 2020 by:

COMPUTERSHARE TRUST COMPANY OF CANADA
By:
	Authorized Signatory

A-4

FORM OF TRANSFER

To: Computershare Trust Company of Canada

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to _________________________________________________(print name and address) the Warrants represented by this Warrant Certificate and hereby irrevocably constitutes and appoints __________________________ as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Warrant Agent.

DATED this ____ day of_________________, 20____.

SPACE FOR GUARANTEES OF SIGNATURES (BELOW)	) ) ) ) )
		Signature of Transferor
Guarantor's Signature/Stamp	)	Name of Transferor

REASON FOR TRANSFER - For US Residents only (where the individual(s) or corporation receiving the securities is a US resident). Please select only one (see instructions below).

☐ Gift ☐ Estate ☐ Private Sale ☐ Other (or no change in ownership)

Date of Event (Date of gift, death or sale):	Value per Warrant on the date of event:
	☐ CAD OR ☐ USD

CERTAIN REQUIREMENTS RELATING TO TRANSFERS - READ CAREFULLY

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent's then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

• Canada and the USA:  A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words "Medallion Guaranteed", with the correct prefix covering the face value of the certificate.

A-5

• Canada:  A Signature Guarantee obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing the actual words "Signature Guaranteed", sign and print their full name and alpha numeric signing number. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a "Signature & Authority to Sign Guarantee" Stamp affixed to the transfer (as opposed to a "Signature Guaranteed" Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate. 

• Outside North America:  For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.

OR

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: "SIGNATURE GUARANTEED", "MEDALLION GUARANTEED" OR "SIGNATURE & AUTHORITY TO SIGN GUARANTEE", all in accordance with the transfer agent's then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a "SIGNATURE & AUTHORITY TO SIGN GUARANTEE" Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a "MEDALLION GUARANTEED" Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate. 

A-6

SCHEDULE "B"
EXERCISE NOTICE

TO:Contact Gold Corp. (the "Corporation")

AND TO: Computershare Trust Company of Canada

The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire ____________ (A) Common Shares of Contact Gold Corp.

Exercise Price Payable:  _________________________________________________________

      ((A) multiplied by $0.27, subject to adjustment)

The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture.

The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation.

Any capitalized term in this Exercise Notice that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):

☐

(A)Regulation A Exercise:  The undersigned acknowledges that the Warrants and the Warrant Shares have been qualified under Regulation A of the U.S. Securities Act by an offering statement on Form 1-A (SEC File No. 024-11290) (as amended, the "Form 1-A"), which includes an offering circular ("Offering Circular"), filed with the United States Securities and Exchange Commission ("SEC").  The undersigned has access to (i) the Form 1-A, (ii) the Offering Circular, and (iii) the Corporation's public reports filed pursuant to Rule 257(b) of the U.S. Securities Act, which are available at www.sec.gov or at the Corporation's website at www.contactgold.com. (1) OR

☐

(B)the undersigned holder has delivered to the Corporation and the Warrant Agent an opinion of counsel or other evidence (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Corporation) to the effect that with respect to the Common Shares to be delivered upon exercise of the Warrants, the issuance of such securities has been registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available. (2)

It is understood that the Corporation and Computershare Trust Company of Canada may require evidence to verify the foregoing representations.

Notes:

(1).Warrant Shares issuable upon exericse of the Warrants are qualified under Regulation A pursuant to the Rule 251(d)(3) of Regulation A under the U.S. Securities Act; provided that the Corporation is current in its annual and semi-annual filings pursuant to Rule 257(b) of the U.S. Securities Act.   

(2).Box B should only be checked only if the Warrants are no longer qualified under Regulation A pursuant to the Rule 251(d)(3) of the U.S. Securities Act.  Holders are encouraged to consult with the Corporation and the Warrant Agent in advance to determine if the Warrants are no longer qualified under Regulation A pursuant to the Rule 251(d)(3) of the U.S. Securities Act and a legal opinion is required to be tendered in connection with the exercise will be satisfactory in form and substance to the Corporation and the Warrant Agent.  If Box B is checked (unless Box B is checked with respect to exercise at a time when there is an effective registration of the Warrants and the Common Shares under the U.S. Securities Act), the certificate representing the Common Shares will bear a legend restricting transfer without registration under the U.S. Securities Act and applicable U.S. state securities laws unless an exemption from registration is available.

B-1

The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows:

Name(s) in Full and Social
Insurance Number(s)
(if applicable) Address(es) Number of Common Shares

Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed.

Once completed and executed, this Exercise Notice must be mailed or delivered to Computershare Trust Company of Canada, c/o General Manager, Corporate Trust.

DATED this ____day of _____, 20__.

	) ) )
Witness	) )	(Signature of Warrantholder, to be the same as appears on the face of this Warrant Certificate)
	)
	)
	)
		Name of Registered Warrantholder

☐Please check if the certificates representing the Common Shares are to be delivered at the office where this Warrant Certificate is surrendered, failing which such certificates will be mailed to the address set out above. Certificates will be delivered or mailed as soon as practicable after the surrender of this Warrant Certificate to the Warrant Agent.

B-2

EX1A-4 SUBS AGMT

BROKER WARRANTS TO PURCHASE COMMON SHARES

OF

CONTACT GOLD CORP.

(A company existing under the laws of State of Nevada)

Number 2020-09-BW-00⬤ Number of Broker Warrants represented by this Certificate: ⬤

THIS CERTIFIES THAT, for value received, ⬤ (the "Holder"), being the registered holder of that number of Broker Warrants (individually, a "Broker Warrant" and collectively, the "Broker Warrants") set forth above is entitled, at any time prior to the Expiry Time (as defined herein) to subscribe for and purchase the number of common shares (the "Broker Shares") of Contact Gold Corp. (the "Corporation") set forth above on the basis of one Broker Share at a price of $0.27 (the "Exercise Price") for each Broker Warrant exercised, subject to adjustment as set out herein, by surrendering to the Corporation at Suite 1050, 400 Burrard St., Vancouver, British Columbia, V6C 3A6, Attention: John Wenger, this Broker Warrant certificate (the "Broker Warrant Certificate"), together with a completed and executed Subscription Form attached hereto, and payment in full for the Broker Shares being purchased.

The Corporation shall treat the Holder as the absolute owner of the Broker Warrants evidenced by this Broker Warrant Certificate for all purposes and the Corporation shall not be affected by any notice or knowledge to the contrary.  The Holder shall be entitled to the rights evidenced by this Broker Warrant Certificate free from all equities and rights of set-off or counterclaim between the Corporation and the original or any intermediate holder and all persons may act accordingly and the receipt by the Holder of the Broker Shares issuable upon exercise hereof shall be a good discharge to the Corporation and the Corporation shall not be bound to inquire into the title of any such Holder.

1.Definitions:  In this Broker Warrant Certificate, unless there is something in the subject matter or context inconsistent therewith, the following expressions shall have the following meanings namely:

(a)"Adjustment Period" means the period commencing on the date hereof and ending at the Expiry Time;

(b)"Business Day" means any day other than a Saturday, Sunday, legal holiday or a day on which banking institutions are closed in Toronto, Ontario or Vancouver, British Columbia;

(c)"Common Shares" means the common shares of the Corporation as such shares are constituted on the date hereof, as the same may be reorganized, reclassified or otherwise changed pursuant to any of the events set out in Section 11 hereof;

(d)"Broker Warrant" means the Broker Warrant exercisable to purchase one Broker Share at the Exercise Price until the Expiry Time;

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(e)"Broker Warrant Certificate" means this certificate representing the Broker Warrants, together with any duly issued replacement or substitution therefor;

(f)"Broker Shares" means the Common Shares, issuable upon exercise of the Broker Warrants;

(g)"Corporation" means Contact Gold Corp., a company existing under the laws of the State of Nevada and its successors and assigns;

(h)"Current Market Price" of a Common Share at any date means the price per share equal to the weighted average price at which the Common Shares have traded on the Stock Exchange for the 20 Trading Days ending on the date that is three Trading Days prior to the relevant date or, if the Common Shares are not listed on the Stock Exchange, on any other stock exchange on which such shares are then listed as may be selected by the directors of  the Corporation or, if the Common Shares are not listed on any stock exchange, then on the over-the-counter market with the weighted average price per Common Share being determined by dividing the aggregate sale price of all Common Shares sold on the said exchange or market, as the case may be, during the said 20 Trading Days by the aggregate number of Common Shares so sold or, if the Common Shares are not listed or quoted on any stock exchange or over-the-counter market, such price as may be determined by the directors of the Corporation;

(a)"Dividends Paid in the Ordinary Course" means cash dividends declared payable on the Common Shares in any fiscal year of the Corporation to the extent that such cash dividends in any one fiscal year of the Corporation do not in aggregate exceed 5% of the Exercise Price;

(b)"Exercise Price" means $0.27 per Broker Share, subject to adjustment in accordance with Section 11 hereof;

(c)"Expiry Date" means September ⬤, 2022;

(d)"Expiry Time" means 4:30 p.m. (Vancouver time) on the Expiry Date;

(e)"FINRA" means the Financial Industry Regulatory Authority, Inc.

(f)"Form 1-A" means the Form 1-A filed by the Corporation with the SEC (SEC File No. 024-11290) to qualify the offer and sale of the Broker Warrants and the Broker Warrant Shares pursuant to Regulation A;

(g)"Holder" means the holder set forth on the first page hereof;

(h)"person" means an individual, corporation, partnership, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator, or other legal representative, or any group or combination thereof or any other entity whatsoever;

(i)"Regulation A" means Regulation A as promulgated under the U.S. Securities Act;

(j)"Rule 251(d)(3) Qualification" means the qualification of securities that are issued upon exercise of outstanding warrants under Rule 251(d)(3)(i)(C) and Rule 251(d)(3)(i)(F) of Regulation A; provided that the issuer is current in its annual and semi-annual filings pursuant to Rule 257(b) of Regulation A;

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(k)"SEC" means the United States Securities and Exchange Commission;

(l)"Stock Exchange" means the TSX Venture Exchange;

(m)"Trading Day" with respect to a stock exchange, market or over-the-counter market means a day on which such stock exchange or over-the-counter market is open for business;

(n)"United States" means the United States of America, its territories and possessions, any state of the United States and the District of Colombia; and

(o)"U.S. Securities Act" means the United States Securities Act of 1933, as amended.

2.Expiry Time:  At the Expiry Time, all rights under the Broker Warrants evidenced hereby, in respect of which the right of subscription and purchase herein provided for shall not theretofore have been exercised, shall expire and be of no further force and effect. Nothing contained herein shall confer any right upon the Holder hereof or any other person to subscribe for or purchase any Broker Shares of the Corporation at any time subsequent to the Expiry Time.

3.Exercise Procedure: 

(a)The Holder may exercise the right to subscribe and purchase the number of Broker Shares herein provided for by delivering to the Corporation prior to the Expiry Time at its principal office this Broker Warrant Certificate, with the Subscription Form attached hereto duly completed and executed by the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Corporation, together with a certified cheque, wire transfer or bank draft payable to or to the order of the Corporation in an amount equal to the aggregate Exercise Price in respect of the Broker Warrants so exercised.  Any Broker Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Corporation at its principal office set forth herein (or to such other address as the Corporation may notify the Holder).

(b)Upon such delivery as aforesaid, the Corporation shall cause to be issued to the Holder hereof the Broker Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Broker Warrant Certificate and the Holder hereof shall become a shareholder of the Corporation in respect of the Broker Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of certificates evidencing the Broker Shares, and the Corporation shall cause such certificates to be delivered to the Holder hereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five Business Days of such delivery.

(c)This Broker Warrant and the Broker Shares issuable upon exercise of this Broker Warrant have not been and will not be registered under the U.S. Securities Act or under state securities laws of any state in the United States.  This Broker Warrant and the Broker Shares have been qualified under the Form 1-A filed pursuant to Regulation A and may be transferred only in accordance with the U.S. Securities Act and applicable state securities laws.

(d)The Broker Warrant Shares issuable upon exericse of the Broker Warrants are qualified under Regulation A pursuant to the Rule 251(d)(3) Qualification; provided that the Corporation is current in its annual and semi-annual filings pursuant to Rule 257(b) of Regulation A. 

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(e)This Broker Warrant may not be exercised unless (a) the Rule 251(d)(3) Qualification is available; (b) the Broker Warrant Shares have been registered under the U.S. Securities Act and applicable state securities laws; or (c) an exemption from such registration is available and the holder has provided an opinion of counsel of recognized standing or other evidence in form and substance reasonably satisfactory to the Corporation that the issuance of the Broker Warrant Shares is exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.

4.Partial Exercise:  The Holder may subscribe for and purchase a number of Broker Shares less than the maximum number the Holder is entitled to purchase pursuant to the full exercise of this Broker Warrant Certificate. In the event of any such subscription prior to the Expiry Time, the Holder shall in addition be entitled to receive, without charge, a new Broker Warrant Certificate in respect of the balance of the Broker Shares which the Holder was entitled to subscribe for pursuant to this Broker Warrant Certificate and which were then not purchased.

5.No Fractional Shares:  Notwithstanding any adjustments provided for in Section 11 hereof or otherwise, the Corporation shall not be required upon the exercise of any Broker Warrants to issue fractional Broker Shares and, in any such case, the number of Broker Shares issuable upon the exercise of any Broker Warrants shall be rounded down to the nearest whole number, without payment or compensation in lieu thereof.

6.Exchange of Broker Warrant Certificates: This Broker Warrant Certificate may be exchanged for Broker Warrant Certificates representing in the aggregate the same number of Broker Warrants and entitling the Holder thereof to subscribe for and purchase an equal aggregate number of Broker Shares at the same Exercise Price and on the same terms as this Broker Warrant Certificate. Any Broker Warrant Certificate tendered for exchange shall be surrendered to the Corporation and cancelled.

7.Transfer of Broker Warrants:  Subject to any requisite approvals, applicable law and the policies of the Stock Exchange, or any other applicable stock exchange, the Holder may not transfer the within Broker Warrant Certificate, except to a subsidiary or to an entity of which the Holder is a subsidiary by executing the Transfer Form attached hereto and delivering it and this Broker Warrant Certificate.  No transfer of this Broker Warrant shall be made if in the opinion of counsel to the Corporation such transfer would result in the violation of any applicable securities laws.  Subject to the foregoing, the Corporation shall issue and mail as soon as practicable, and in any event within five Business Days of such delivery, a new Broker Warrant Certificate  registered in the name of the transferee or as the transferee may direct and shall take all other necessary actions to effect the transfer as directed in the Transfer Form. Notwithstanding the foregoing, in accordance with FINRA Rule 5110(e)(1), neither this Broker Warrant nor the Broker Shares may be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which this Broker Warrant is being issued, except to any FINRA member firm participating in the offering and selected dealer participating in the offering and their bona fide officers or partners and except as otherwise provided for in FINRA Rule 5110(e)(2).

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8.Not a Shareholder:  Nothing in this Broker Warrant Certificate or in the holding of a Broker Warrant evidenced hereby shall be construed as conferring upon the Holder any right or interest whatsoever as a shareholder of the Corporation.

9.No Obligation to Purchase:  Nothing herein contained or done pursuant hereto shall obligate the Holder to subscribe for or the Corporation to issue any shares except those Broker Shares in respect of which the Holder shall have exercised its right to purchase hereunder in the manner provided herein.

10.Covenants:

(a)The Corporation covenants and agrees that so long as any Broker Warrants evidenced hereby remain outstanding, it shall allot and reserve and there shall remain unissued out of its authorized capital a sufficient number of Broker Shares to satisfy the right of purchase provided for herein and upon due exercise of the Broker Warrants in accordance with the terms of the Broker Warrant Certificate, the Corporation will cause the Broker Shares subscribed for and purchased in the manner herein provided, upon payment of the aggregate Exercise Price, to be issued and delivered as directed and such Broker Shares shall be issued as fully paid and non-assessable Common Shares and the holders thereof shall not be liable to the Corporation or to its creditors in respect thereof.

(b)The Corporation covenants and agrees that until the Expiry Time, while the Broker Warrants (or remaining portion thereof) shall be outstanding, the Corporation shall use its commercially reasonable efforts to preserve and maintain its corporate existence, to remain listed on the Stock Exchange or such other stock exchange or over-the-counter market as the Common Shares may be listed or quoted (as the case may be), from time to time, and remain a reporting issuer not in default of the requirements of the applicable securities laws in the Canadian jurisdictions in which the Corporation is currently a reporting issuer provided that this covenant shall not prevent the Corporation from completing any transaction which would result in the Corporation to cease its corporate existence, cease to be listed on the Stock Exchange or cease to be a "reporting issuer", respectively, so long as the holders of the Common Shares receive securities of an entity which is listed on a recognized stock exchange in Canada or cash or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the Stock Exchange.

(c)The Corporation shall use its commercially reasonable efforts to ensure the Broker Shares are listed and posted for trading on the Stock Exchange or such other stock exchange or over-the-counter market as the Common Shares may be listed or quoted (as the case may be) at the time of exercise of the Broker Warrants, subject to the exceptions provided in Section 10(b) above.

(d)If the issuance of the Broker Shares upon the exercise of the Broker Warrants requires any filing or registration with or approval of any securities regulatory authority or other governmental authority in Canada or compliance with any other requirement under any Canadian law before such securities may be validly issued (other than the filing of a prospectus or similar disclosure document), the Corporation agrees to take such actions as may be necessary to secure such filing, registration, approval or compliance, as the case may be.

(e)The Corporation will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as may be reasonably required for the better accomplishing and effecting of the intentions and provisions of this Broker Warrant Certificate.

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11.Adjustments:

(a)Adjustment:  The rights of the Holder, including the number of Broker Shares issuable upon the exercise of the Broker Warrants represented by this Broker Warrant Certificate, will be adjusted from time to time in the events and in the manner provided in, and in accordance with the provisions of, this Section.  The purpose and intent of the adjustments provided for in this Section is to ensure that the rights and obligations of the Holder are neither diminished nor enhanced as a result of any of the events set forth in paragraphs (b) or (c) of this Section.  Accordingly, the provisions of this Section shall be interpreted and applied in accordance with such purpose and intent.

(b)The Exercise Price in effect at any date will be subject to adjustment from time to time as follows:

(i)Share Reorganization:  If and whenever at any time during the Adjustment Period, the Corporation shall (A) subdivide, redivide or change the outstanding Common Shares into a greater number of Common Shares, (B) consolidate, combine or reduce the outstanding Common Shares into a lesser number of Common Shares, or (C) fix a record date for the issue of, or issue, Common Shares or securities convertible into or exchangeable for Common Shares to all or substantially all of the holders of Common Shares by way of a stock dividend or other distribution other than a Dividend Paid in the Ordinary Course then, in each such event, the Exercise Price shall, on the record date for such event or, if no record date is fixed, the effective date of such event, be adjusted so that it will equal the rate determined by multiplying the Exercise Price in effect immediately prior to such date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such date before giving effect to such event, and of which the denominator shall be the total number of Common Shares outstanding on such date after giving effect to such event. Such adjustment shall be made successively whenever any such event shall occur. Any such issue of Common Shares by way of a stock dividend shall be deemed to have been made on the record date for such stock dividend for the purpose of calculating the number of outstanding Common Shares under paragraphs 12(b)(i) and (ii) hereof.

(ii)Rights Offering:  If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issue of rights, options or warrants to all or substantially all of the holders of Common Shares entitling the holders thereof, within a period expiring not more than 45 days after the record date for such issue, to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price on such record date, then the Exercise Price shall be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus the number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares so offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares so offered for subscription or purchase (or into or for which the convertible or exchangeable securities so offered are convertible or exchangeable). Any Common Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation.  Such adjustment shall be made successively whenever such a record date is fixed, provided that if two or more such record dates referred to in this paragraph 11(b)(ii) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.

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(iii)Distribution:  If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the making of a distribution to all or substantially all of the holders of Common Shares of (A) shares of any class other than Common Shares whether of the Corporation or any other corporation, (B) rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares or property or other assets of the Corporation (other than a Rights Offering as described in Section 11(b)(ii) above), (C) evidences of indebtedness or (D) cash, securities or other property or assets then, in each such case and if such distribution does not constitute a Dividend Paid in the Ordinary Course, or fall under clauses (i) or (ii) above, the Exercise Price will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price on the earlier of such record date and the date on which the Corporation announces its intention to make such distribution, less the aggregate fair market value (as determined by the directors, acting reasonably, at the time such distribution is authorized) of such shares or rights, options or warrants or evidences of indebtedness or cash, securities or other property or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price.  Any Common Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation.  Such adjustment shall be made successively whenever such a record date is fixed, provided that if two or more such record dates referred to in this paragraph 11(b)(iii) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates.  To the extent that any such rights, options or warrants so distributed are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect based upon such rights, options or warrants or evidences of indebtedness or cash, securities or other property or assets actually distributed or based upon the number or amount of securities or the property or assets actually issued or distributed upon the exercise of such rights, options or warrants, as the case may be.

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(c)Reclassifications:  If and whenever at any time during the Adjustment Period, there is (A) any reclassification of, or redesignation of or amendment to the outstanding  Common Shares, any change of the Common Shares into other shares or any other reorganization of the Corporation (other than as described in subsection 11(b) hereof), (B) any consolidation, amalgamation, arrangement, merger or other form of business combination of the Corporation with or into any other corporation resulting in any reclassification of the outstanding Common Shares, any change or exchange of the Common Shares into other shares or any other reorganization of the Corporation, or (C) any sale, lease, exchange or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or entity, then, in each such event, the Holder of this Broker Warrant Certificate which is thereafter exercised shall be entitled to receive, and shall accept, in lieu of the number of Common Shares to which such Holder was theretofore entitled upon such exercise, the kind and number or amount of shares or other securities or property which such Holder would have been entitled to receive as a result of such event if, on the effective date thereof, such Holder had been the registered holder of the number of Common Shares to which such Holder was theretofore entitled upon such exercise. If necessary as a result of any such event, appropriate adjustments will be made in the application of the provisions set forth in this subsection with respect to the rights and interests thereafter of the Holder of this Broker Warrant Certificate to the end that the provisions set forth in this subsection will thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares or other securities or property thereafter deliverable upon the exercise of this Broker Warrant.  Any such adjustments will be made by and set forth in an instrument supplemental hereto approved by the directors, acting reasonably, and shall for all purposes be conclusively deemed to be an appropriate adjustment.

(d)If at any time during the Adjustment Period any adjustment or readjustment in the Exercise Price shall occur pursuant to the provisions of subsection 11(b) or 11(c) of this Broker Warrant Certificate, then the number of Broker Shares purchasable upon the subsequent exercise of the Broker Warrants shall be simultaneously adjusted or readjusted, as the case may be, by multiplying the number of Broker Shares purchasable upon the exercise of the Broker Warrants immediately prior to such adjustment or readjustment by a fraction which shall be the reciprocal of the fraction used in the adjustment or readjustment of the Exercise Price.

12.Rules Regarding Calculation of Adjustment of Exercise Price:

(a)The adjustments provided for in Section 11 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest whole Broker Share and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this Section 12.

(b)No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price is required unless such adjustment would result in a change of at least one one-hundredth of a Broker Share; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments.

(c)No adjustment in the Exercise Price will be made in respect of any event described in Section 11, other than the events referred to in clauses 11(c), if the Holder is entitled to participate in such event on the same terms, mutatis mutandis, as if the Holder had exercised this Broker Warrant prior to or on the effective date or record date of such event. The terms of the participation of the Holder in such event shall be subject to the prior written approval, if applicable, of the Stock Exchange, any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading.

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(d)No adjustment in the Exercise Price will be made under Section 11 in respect of the issue from time to time of Common Shares issuable from time to time as Dividends Paid in the Ordinary Course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend.

(e)If at any time a question or dispute arises with respect to adjustments provided for in Section 11, such question or dispute will be conclusively determined by the auditor of the Corporation or, if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the directors of the Corporation and any such determination, subject to regulatory approval and absent manifest error, will be binding upon the Corporation and the Holder. The Corporation will provide such auditor or chartered accountant with access to all necessary records of the Corporation.

(f)In case the Corporation after the date of issuance of this Broker Warrant takes any action affecting the Common Shares, other than an action described in Section 11, which in the opinion of the board of directors of the Corporation would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action of the directors of the Corporation in their sole discretion, acting reasonably and in good faith, but subject in all cases to any necessary regulatory approval. Failure of the taking of action by the directors of the Corporation so as to provide for an adjustment on or prior to the effective date of any action by the Corporation affecting the Common Shares will be conclusive evidence that the board of directors of the Corporation has determined that it is equitable to make no adjustment in the circumstances.

(g)If the Corporation sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date.

(h)In the absence of a resolution of the directors of the Corporation fixing a record date for any event which would require any adjustment to the Broker Shares issuable pursuant to this Broker Warrant, the Corporation will be deemed to have fixed as the record date therefor the date on which the event is effected.

(i)As a condition precedent to the taking of any action which would require any adjustment to the Broker Shares issuable pursuant to this Broker Warrant, including the Exercise Price, the Corporation shall take any corporate action which may be necessary in order that the Corporation or any successor to the Corporation or successor to the undertaking or assets of the Corporation have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof.

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(j)The Corporation will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 11, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price.

(k)The Corporation covenants to and in favour of the Holder that so long as this Broker Warrant remains outstanding, it will give notice to the Holder of the effective date or of its intention to fix a record date for any event referred to in Section 11 whether or not such action would give rise to an adjustment in the Exercise Price or the number and type of securities issuable upon the exercise of the Broker Warrants, and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided that the Corporation shall only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days in each case prior to such applicable record date or effective date.

(l)In any case that an adjustment pursuant to Section 11 shall become effective immediately after a record date for or an effective date of an event referred to herein, the Corporation may defer, until the occurrence and consummation of such event, issuing to the Holder of this Broker Warrant, if exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Broker Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Corporation will deliver to the Holder an appropriate instrument evidencing the Holder's right to receive such additional Broker Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Broker Shares or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the date of exercise of the Broker Warrants or such later date as the Holder would, but for the provisions of this subsection, have become the holder of record of such additional Broker Shares or of such other securities or property.

13.Consolidation and Amalgamation:

(a)The Corporation shall not enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other corporation (herein called a "successor corporation") whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Corporation and the successor corporation shall have executed such instruments and done such things as the Corporation, acting reasonably, considers necessary or advisable to establish that upon the consummation of such transaction:

(i)the successor corporation will have assumed all the covenants and obligations of the Corporation under this Broker Warrant Certificate, and

(ii)the Broker Warrant and the terms set forth in this Broker Warrant Certificate will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Broker Warrant Certificate.

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(b)Whenever the conditions of subsection 13(a) shall have been duly observed and performed the successor corporation shall possess, and from time to time may exercise, each and every right and power of the Corporation under this Broker Warrant in the name of the Corporation or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Corporation may be done and performed with like force and effect by the like directors or officers of the successor corporation.

14.Representation and Warranty:  The Corporation hereby represents and warrants with and to the Holder that the Corporation is duly authorized and has all corporate power and authority to create and issue the Broker Warrants evidenced hereby and the Broker Shares issuable upon the exercise hereof and perform its obligations hereunder and that this Broker Warrant Certificate represents a valid, legal and binding obligation of the Corporation enforceable in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors' rights generally and that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

15.If Share Transfer Books Closed:  The Corporation shall not be required to deliver certificates for the Broker Shares while the share transfer books of the Corporation are properly closed, prior to any meeting of shareholders or for the payment of dividends or for any other purpose and in the event of the surrender of any Broker Warrant in accordance with the provisions hereof during any such period delivery of certificates for Broker Shares may be postponed for a period not exceeding five Business Days after the date of the re-opening of said share transfer books provided that any such postponement of delivery of certificates shall be without prejudice to the right of the Holder, if the Holder has surrendered the same and made payment during such period, to receive such certificates for the Broker Shares called for after the share transfer books shall have been re-opened.

16.Lost Certificate:  If the Broker Warrant Certificate evidencing the Broker Warrants issued hereby becomes stolen, lost, mutilated or destroyed the Corporation may, on such terms as it may in its discretion, acting reasonably, impose, issue and countersign a new Broker Warrant Certificate of like denomination, tenor and date as the Broker Warrant Certificate so stolen, lost mutilated or destroyed provided that the Holder shall bear the reasonable cost of the issue thereof and if requested by the Corporation shall furnish such evidence of ownership and of the loss, destruction or theft of the Broker Warrant Certificate as shall be satisfactory to the Corporation, in its sole discretion acting reasonably, and the Holder may also be required to furnish an indemnity in form satisfactory to the Corporation, in its sole discretion acting reasonably, and shall pay the reasonable charges of the Corporation in connection therewith.

17.Governing Law:  This Broker Warrant Certificate shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein without giving effect to any rule or principle of the conflict of laws that would apply the laws of any other jurisdiction; provided, however that in accordance with Section 27 of the United States Exchange Act of 1934, as amended (the "U.S. Exchange Act"), United States federal courts shall have jurisdiction over all suits and any actions brought to enforce any duty or liability created by the U.S. Exchange Act or the rules and regulations thereunder and that in accordance with Section 22 of the U.S. Securities Act, United States federal and state courts shall have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the U.S. Securities Act or the rules and regulations thereunder.

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18.Severability:  If any one or more of the provisions or parts thereof contained in this Broker Warrant Certificate should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, as to such jurisdiction, severable therefrom.

19.Amendments:  Subject to the approval of the Stock Exchange, the provisions of this Broker Warrant Certificate and the Broker Warrants evidenced hereby may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to in writing by the Corporation and the Holder.

20.Headings:  The headings of the articles, sections, subsections and clauses of this Broker Warrant Certificate have been inserted for convenience and reference only and do not define, limit, alter or enlarge the meaning of any provision of this Broker Warrant Certificate.

21.Numbering of Articles, etc.:  Unless otherwise stated, a reference herein to a numbered or lettered article, section, subsection, clause, or subclause refers to the article, section, subsection, clause or subclause bearing that number or letter in this Broker Warrant Certificate.

22.Gender:  Whenever used in this Broker Warrant Certificate, words importing the singular number only shall include the plural, and vice versa, and words importing the masculine gender shall include the feminine gender.

23.Day not a Business Day:  In the event that any day on or before which any action is required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time on the next succeeding day that is a Business Day.

24.Binding Effect:  This Broker Warrant Certificate and all of its provisions shall enure to the benefit of the Holder, its successors, assigns and legal personal representatives and shall be binding upon the Corporation and its successors.

25.Notice:  Unless herein otherwise expressly provided, a notice to be given hereunder will be deemed to be validly given if the notice is sent by email or prepaid same day courier addressed as follows:

(a)If to the Holder at the latest address of the Holder as recorded on the books of the Corporation; and

(b)If to the Corporation at:

Contact Gold Corp.
Suite 1050, 400 Burrard St.
Vancouver, BC V6C 3A6

Attention:John Wenger, Vice President, Corporate Strategy, Chief Financial Officer and Corporate Secretary

Emailwenger@contactgold.com

with a copy to (which shall not constitute notice):

Cassels Brock & Blackwell LLP

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Scotia Plaza, Suite 2100
40 King Street West
Toronto, ON M5H 3C2

Attention:  Jay Goldman

Email:jgoldman@cassels.com

26.Time of Essence:  Time shall be of the essence hereof.

[Signature Page Follows]

IN WITNESS WHEREOF the Corporation has caused this Broker Warrant Certificate to be signed by its duly authorized officer as of this _____ day of September 2020.

CONTACT GOLD CORP.
Per:
	Authorized Signatory

SUBSCRIPTION FORM

TO:Contact Gold Corp.
Suite 1050, 400 Burrard St.
Vancouver, BC V6C 3A6

The undersigned holder of the within Broker Warrant hereby irrevocably subscribes for _________ Broker Shares of Contact Gold Corp. (the "Corporation") pursuant to the within Broker Warrant and tenders herewith a certified cheque, wire transfer or bank draft payable to the order of the Corporation for $__________ ($0.27 per Broker Share) in full payment therefor and delivers the certificate representing the Broker Warrants entitling the undersigned to subscribe for the above-mentioned number of Broker Shares.

The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):

☐

(A)Regulation A Exercise:  The undersigned acknowledges that the Warrants and the Warrant Shares have been qualified under Regulation A of the U.S. Securities Act by an offering statement on Form 1-A (SEC File No. 024-11290) (as amended, the "Form 1-A"), which includes an offering circular ("Offering Circular"), filed with the United States Securities and Exchange Commission ("SEC").  The undersigned has access to (i) the Form 1-A, (ii) the Offering Circular, and (iii) the Corporation's public reports filed pursuant to Rule 257(b) of the U.S. Securities Act, which are available at www.sec.gov or at the Corporation's website at www.contactgold.com. (1) OR

☐

(B)the undersigned holder has delivered to the Corporation and the Warrant Agent an opinion of counsel or other evidence (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Corporation) to the effect that with respect to the Common Shares to be delivered upon exercise of the Warrants, the issuance of such securities has been registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available. (2)

The undersigned hereby directs that the Broker Shares be issued as follows:

NAME(S) IN FULL ADDRESS(ES) NUMBER OF
BROKER SHARES

DATED this                 day of                               , 20   .
	NAME:
	Signature of Authorized Representative:
	Print Name:

_______ Please check if the certificates representing the Broker Shares are to be delivered at the office where this Broker Warrant Certificate is surrendered, failing which such certificates will be mailed to the address in the registration instructions set out above.

Notes:

Terms used herein but not otherwise defined have the meanings ascribed thereto in the attached Broker Warrant Certificate.

If any Broker Warrants represented by this Broker Warrant Certificate are not being exercised, a new Broker Warrant Certificate representing the unexercised Broker Warrants will be issued and delivered with the certificates representing the Broker Shares.

(1)Broker Warrant Shares issuable upon exericse of the Broker Warrant are qualified under Regulation A pursuant to the Rule 251(d)(3) of Regulation A under the U.S. Securities Act; provided that the Corporation is current in its annual and semi-annual filings pursuant to Rule 257(b) of the U.S. Securities Act.

(2)Box B should only be checked only if the Broker Warrant Shares are no longer qualified under Regulation A pursuant to the Rule 251(d)(3) of the U.S. Securities Act.  Holders are encouraged to consult with the Corporation in advance to determine if the Broker Warrant Shares are no longer qualified under Regulation A pursuant to the Rule 251(d)(3) of the U.S. Securities Act and a legal opinion is required to be tendered in connection with the exercise will be satisfactory in form and substance to the Corporation.  If Box B is checked (unless Box B is checked with respect to exercise at a time when there is an effective registration of the Broker Warrant Shares under the U.S. Securities Act), the certificate representing the Broker Warrant Shares will bear a legend restricting transfer without registration under the U.S. Securities Act and applicable U.S. state securities laws unless an exemption from registration is available

TRANSFER FORM

FOR VALUE RECEIVED, the undersigned transferor hereby sells, assigns and transfers unto

(Transferee)

(Address)

_______ of the Broker Warrants registered in the name of the undersigned transferor represented by the attached Broker Warrant Certificate.

THE UNDERSIGNED TRANSFEROR HEREBY CERTIFIES AND DECLARES that (i) the transfer is made to a subsidiary of the Holder or an entity of which the Holder is a subsidiary, and (ii) the Broker Warrants are being offered, sold or transferred pursuant to exemptions from registration under the United States Securities Act of 1933, as amended, and applicable state securities laws.

DATED this __________ day of ____________________, __________.

Signature of Registered Holder	Signature Guarantee
(Transferor)
Print name of Registered Holder
Address

NOTE:  The signature on this transfer form must correspond with the name as recorded on the face of the Broker Warrant Certificate in every particular without alteration or enlargement or any change whatsoever or this transfer form must be signed by a duly authorized trustee, executor, administrator, curator, guardian, attorney of the Holder or a duly authorized signing officer in the case of a corporation.  If this transfer form is signed by any of the foregoing, or any person acting in a fiduciary or representative capacity, the Broker Warrant Certificate must be accompanied by evidence of authority to sign.

All endorsements or assignments of these Broker Warrants must be signature guaranteed by a bank or trust company or by a member of a stock exchange in Canada.

EX1A-11 CONSENT

Exhibit 11.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption "Experts" and to the use of our report dated March 30, 2020, in the Regulation A Offering Circular (Form 1-A/A (Amendment No. 4)) of Contact Gold Corp.

/s/ Ernst & Young LLP
Vancouver, Canada
September 23, 2020

EX1A-11 CONSENT

Exhibit 11.3

CONSENT

I, Vance Spalding, do hereby consent to the filing of the written disclosure regarding: (i) the technical report I prepared in accordance with NI 43-101, entitled "NI 43-101 Technical Report, Pony Creek Gold Project, Elko County, Nevada, United States of America" dated October 22, 2018 (effective date: October 16, 2018); and (ii) other information pertaining to this project and the use of my name, in the Form 1-A/A (Amendment No. 4), being filed by Contact Gold Corp. with the United States Securities and Exchange Commission, and any amendment thereto.

By: /s/ Vance Spalding

      Vance Spalding, C.P.G.

      Contact Gold Corp., Vice President of Exploration

EX1A-11 CONSENT

Exhibit 11.4

CONSENT

I, John J. Read, do hereby consent to the filing of the written disclosure regarding: (i) the technical report I prepared in accordance with NI 43-101, entitled "NI 43-101 Technical Report, Technical Report for the Green Springs Project, White Pine County Nevada, United States of America" dated August 5, 2020 (effective date: June 12, 2020); and (ii) other information pertaining to this project and the use of my name, in the Form 1-A/A (Amendment No. 4), being filed by Contact Gold Corp. with the United States Securities and Exchange Commission, and any amendment thereto.

By: /s/ John J. Read

      John J. Read, C.P.G.

EX1A-12 OPN CNSL

Exhibit 12.1

Letterhead of

Dorsey & Whitney LLP

September 23, 2020

Contact Gold Corp.

400 Burrard St., Suite 1050

Vancouver, BC Canada V6C 3A6

Re: Offering Statement on Form 1-A

Ladies and Gentlemen:

We have acted as counsel to Contact Gold Corp., a Nevada corporation (the "Company"), in connection with an Offering Statement on Form 1-A (the "Offering Statement")(SEC File No. 024-11290) filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, relating to the offer and sale by the Company of 67,500,000 Units of the Company (the "Units") at a public offering price of Cdn$0.20 per Unit.  Each Unit consisting of one share of common stock, par value US$0.001 per share, of the Company (the "Unit Shares"), and one-half of one warrant of the Company (a "Warrant").  Each whole Warrant is exercisable by the holder thereof to acquire, subject to adjustment in certain circumstances, one share of common stock of the Company (a "Warrant Share") at an exercise price of Cdn$0.27, on or before 4:30 p.m. (Vancouver time) on the date that is twenty-four (24) months from the Closing Date.  Under the terms and conditions contained in the Underwriting Agreement, the Corporation granted to the Underwriter an option (the "Over-Allotment Option"), exercisable for a period of 30 days from the Closing Date: (i) to acquire 10,125,000 additional Units at the Offering Price, and/or (ii) to acquire 10,125,000 additional Unit Shares at a price of Cdn$0.195 per additional Share and/or (iii) to acquire 5,062,500 additional Warrants at a price of $0.01 per additional Warrant (or Cdn$0.005 per one half of one additional Warrant), so long as the aggregate number of additional Unit Shares and additional Warrants which may be issued pursuant to the Over-Allotment Option does not exceed 10,125,000 additional Unit Shares and 5,062,500 additional Warrants. The Warrants are governed by the terms of a Warrant Indenture between the Company and Computershare Trust Company of Canada (the "Warrant Indenture"). In addition, the Offering Statement qualifies broker compensation warrants (the "Broker Warrants"), equal to 6% of the aggregate number of Units sold, each Broker Warrant is exercisable to acquire, subject to adjustment in certain circumstances, one share of common stock of the Company (a "Broker Warrant Share") at an exercise price of Cdn$0.27, on or before 4:30 p.m. (Vancouver time) on the date that is twenty-four (24) months from the Closing Date, in accordance with the terms of the certificates representing the Broker Warrants (the "Broker Warrant Certificates").

We have examined such documents and have reviewed such questions of law as we have considered necessary or appropriate for the purposes of our opinions set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons. As to questions of fact material to our opinions, we have relied upon certificates or comparable documents of officers and other representatives of the Company and of public officials.

Based on the foregoing, we are of the opinion that (a) the Units, the Unit Shares, the Warrants and the Broker Warrants when issued, delivered and paid for as described in the Offering Statement will be validly issued, fully paid and non-assessable and (b)(i) the Warrant Shares when issued, delivered and paid for in accordance with the Warrant Indenture and (ii) the Broker Warrant Shares when issued, delivered and paid for in accordance with the Broker Warrant Certificates, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Offering Statement, and to the reference to our firm under the heading "Legal Matters" in the Offering Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

DORSEY & WHITNEY LLP

/s/ Dorsey & Whitney LLP

KGS/JKB

EX1A-13 TST WTRS

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus supplement together with the short form base shelf prospectus dated October 24, 2018 to which it relates, constitutes a public offering of securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities offered hereby have not been registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws.  Contact Gold Corp. has filed an offering statement pursuant to Regulation A under the 1933 Act (the "Form 1-A") with the United States Securities and Exchange Commission (the "SEC") for purposes of qualifying the Offered Units described in this prospectus supplement for offer and sale to the public pursuant to Regulation A under the 1933 Act.  See "Plan of Distribution"

Information has been incorporated by reference in this prospectus supplement and the accompanying short form base shelf prospectus dated October 24, 2018 to which it relates from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Contact Gold Corp., at Suite 1050, 400 Burrard St., Vancouver, British Colombia V6C 3A6, telephone (604) 424-4051 and are also available electronically at www.sedar.com.

PROSPECTUS SUPPLEMENT
(to the Short Form Base Shelf Prospectus dated October 24, 2018)

New Issue September 23, 2020

CONTACT GOLD CORP.

$13,500,000

67,500,000 Units

This prospectus supplement (the "Prospectus Supplement") together with the short form base shelf prospectus dated October 24, 2018 (the "Shelf Prospectus", and together with the Prospectus Supplement, the "Prospectus") qualifies the distribution (the "Offering") of 67,500,000 units (the "Offered Units") of Contact Gold Corp. ("Contact Gold" or the "Corporation") at a price of $0.20 per Offered Unit (the "Offering Price").  Each Offered Unit will consist of one common share of the Corporation, par value US$0.001 per share (a "Common Share" and as a constituent of the Offered Unit, "a "Unit Share") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant").  Each Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances, one Common Share (a "Warrant Share") at an exercise price of $0.27, on or before 4:30 p.m. (Vancouver time) on the date that is 24 months from the Closing Date (as defined herein).  The Offering is being made pursuant to the terms and conditions of an underwriting agreement dated September 23, 2020 (the "Underwriting Agreement") between the Corporation and Cormark Securities Inc. as lead underwriter, together with its U.S. affiliate Cormark Securities (USA) Limited (together, the "Underwriters").  Cormark Securities (USA) Limited is not registered as a dealer in any Canadian jurisdiction and accordingly, will not, directly or indirectly solicit offers to purchase or sell the Offered Units in Canada.  The Offering Price was determined by arm's length negotiation between the Corporation and the Underwriters with reference to the prevailing market price of the Common Shares and other factors.  See "Plan of Distribution".

Price: $0.20 per Offered Unit

	Price to the Public(4)	Underwriters' Fee(1)(4)	Net Proceeds to the Corporation(2)(4)
Per Offered Unit	$0.20	$0.012	$0.188
Total(3)(4)	$13,500,000	$810,000	$12,690,000

(1)In consideration for the services rendered by the Underwriters in connection with the Offering, the Corporation has agreed to pay the Underwriters a cash fee (the "Underwriters' Fee") equal to 6.0% of the gross proceeds of the Offering (including in respect of any exercise of the Over-Allotment Option (as defined herein)), other than in respect of sales to certain purchasers, including certain current shareholders of the Corporation as mutually agreed to between the Corporation and the Underwriters (the "President's List"), on which a cash fee equal to 3.0% will be paid. As additional consideration for the services rendered in connection with the Offering, the Corporation has agreed to issue the Underwriters that number of broker warrants of the Corporation (the "Broker Warrants") as is equal to 6.0% of the number of Offered Units sold under the Offering (including in respect of any exercise of the Over-Allotment Option), other than in respect of sales to persons on the President's List on which Broker Warrants equal to 3.0% of the number of Offered Units sold to the President's List will be issued. Each Broker Warrant shall be exercisable to purchase, subject to adjustment in certain circumstances, one Common Share (a "Broker Share") at a price of $0.27 for a period of 24 months following the Closing Date. This Prospectus qualifies the issuance of the Broker Warrants. See "Plan of Distribution".  It is anticipated that approximately 5,902,500Offered Units will be sold to persons on the President's List.

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(2)Before deducting the expenses of the Offering, estimated to be $581,000 which, together with the Underwriters' Fee, will be paid by the Corporation out of the proceeds of the Offering.

(3)The Corporation has also granted the Underwriters an over-allotment option (the "Over-Allotment Option"), exercisable in whole or in part in the sole discretion of the Underwriters for a period of 30 days from and including the Closing Date, to purchase up to an additional 10,125,000 Offered Units (the "Additional Units") and/or up to an additional 10,125,000 Unit Shares (the "Additional Shares") and/or up to an additional 5,062,500 Warrants (the "Additional Warrants"), to cover over-allotments, if any, and for market stabilization purposes. The Over-Allotment Option is exercisable by the Underwriters: (i) to acquire Additional Units at the Offering Price; and/or (ii) to acquire Additional Shares at a price of $0.195 per Additional Share, and/or (iii) to acquire Additional Warrants at a price of $0.01 per Additional Warrant, so long as the aggregate number of Additional Shares and Additional Warrants which may be issued under the Over-Allotment Option does not exceed 10,125,000 Additional Shares and 5,062,500 Additional Warrants. If the Over-Allotment Option is exercised in full solely for Additional Units, the total price to the public will be $15,525,000, the total Underwriters' Fee will be $931,500, and the net proceeds to the Corporation, before deducting the estimated expenses of the Offering, will be $14,593,500. The foregoing calculation assumes that no sales are being made to persons on the President's List. This Prospectus also qualifies the grant of the Over-Allotment Option. A purchaser who acquires securities forming part of the Underwriters' over-allocation position acquires those securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.  See "Plan of Distribution".

(4)All figures in the table above excludes any exercise of the Over-Allotment Option and assumes that no sales are being made to persons on the President's List. It is anticipated however, that approximately 5,902,500Offered Units will be sold to persons on the President's List, which would reduce the Underwriters' Fee by $35,415 to $774,585 ($896,085 if the Over-Allotment Option is exercised in full) and the Broker Warrants by 177,075 to 3,872,925 Broker Warrants (4,480,425 Broker Warrants if the Over-Allotment Option is exercised in full) and increase the net proceeds to the Corporation by $35,415 to $12,725,415 ($14,628,915 if the Over-Allotment Option is exercised in full), before deducting the estimated expenses of the Offering.

The following table sets out the maximum number of securities that may be issued by the Corporation to the Underwriters pursuant to the options granted to the Underwriters:

Underwriters' Position	Maximum Size	Exercise Period	Exercise Price
Over-Allotment Option	10,1250,000 Additional Units	Up to 30 days from and including the Closing Date	$0.20 per Additional Unit
	10,125,000 Additional Shares	Up to 30 days from and including the Closing Date	$0.195 per Additional Share
	5,062,500 Additional Warrants	Up to 30 days from and including the Closing Date	$0.01 per Additional Warrant
Broker Warrants	4,657,500 Broker Warrants (1)	24 months from the Closing Date	$0.27 per Broker Warrant

(1)Assumes the exercise of the Over-Allotment Option in full for Additional Units and no sales to persons on the President's List.  It is anticipated however, that approximately 5,902,500 Offered Units will be sold to persons on the President's List, which would reduce the Broker Warrants listed in the table above by 177,075 to 4,480,425.

Unless the context otherwise requires, all references to the "Offering", "Offered Units", "Unit Shares", "Warrants", "Warrant Shares", "Broker Warrants" and "Broker Shares" herein includes all securities issuable pursuant to, or in connection with, the exercise of the Over-Allotment Option.

In connection with the Offering, the Corporation is required to offer certain shareholders of the Corporation the right to acquire Offered Units under the terms of the Waterton Governance and Investor Rights Agreement and Goldcorp Investor Rights Agreement (each as defined herein). These shareholders have not exercised their respective participation rights. See "Participation Rights". In addition, the Corporation and Waterton (as defined herein), who holds 32.16% of the issued and outstanding Common Shares and 100% of the issued and outstanding Preferred Stock (as defined herein) have entered into a binding letter agreement (the "Waterton Letter of Intent") pursuant to which the parties have agreed to certain terms regarding the redemption of the Preferred Stock. Under the terms of the Waterton Letter of Intent (a) the Corporation will use a minimum of $5,000,000 of the proceeds of the Offering to redeem a portion of the issued and outstanding Preferred Stock; (b) the Corporation will complete the Redemption Placement (as defined herein) to Waterton; and (c) the Corporation will use the proceeds from the Redemption Placement to redeem all of the then remaining issued and outstanding Preferred Stock. See "The Corporation - Recent Developments - Waterton Letter of Intent", "Use of Proceeds" and "Risk Factors". This Prospectus Supplement does not qualify the distribution of the Common Shares, if any, issued to Waterton under the Redemption Placement.

The Underwriters, as principals, conditionally offer the Offered Units, subject to prior sale, if, as and when issued by the Corporation and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under the heading "Plan of Distribution" and subject to the approval of certain legal matters on behalf of the Corporation by Cassels Brock & Blackwell LLP and on behalf of the Underwriters by Blake, Cassels & Graydon LLP.  Cormark Securities (USA) Limited will not, directly or indirectly, solicit offers to purchase or sell the Offered Units in Canada.

ii

The Common Shares are listed and posted for trading on the TSX Venture Exchange (the "TSXV") under the symbol "C" and on the OTCQB Venture Market (the "OTCQB") under the symbol "CGOL".  The closing price of the Common Shares on September 22, 2020, the last trading day before the date of this Prospectus Supplement, was $0.22on the TSXV and US$0.17on the OTCQB.  The TSXV has conditionally approved the listing of the Unit Shares, the Warrant Shares and the Broker Shares. Listing of the Unit Shares, Warrant Shares and Broker Shares will be subject to the Corporation fulfilling all of the listing requirements of the TSXV. There is currently no market through which the Warrants may be sold and purchasers may not be able to resell the Warrants purchased under this Prospectus.  This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants, and the extent of issuer regulation.  See "Risk Factors".

Subject to applicable laws and in connection with the Offering, the Underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail on the open market.  Such transactions, if commenced, may be discontinued at any time.  In connection with the distribution of the Offered Units by the Underwriters, the Underwriters may sell the Offered Units at a price that is less than the Offering Price.  See "Plan of Distribution".

The Offered Units are being offered for sale in each of the provinces and territories of Canada, except Québec, and in the United States through the Underwriters or through their United States registered broker-dealer affiliates, as applicable.  Subject to compliance with applicable law, the Underwriters may also offer the Offered Units outside of Canada and the United States, including in the United Kingdom, the European Economic Area, Switzerland and Hong Kong. See "Plan of Distribution".

The Corporation is incorporated under the laws of Nevada, and as such, is deemed to be a U.S. "domestic issuer" (as defined in Rule 902(e) of Regulation S under the 1933 Act). Concurrent with the filing of this Prospectus Supplement, the Corporation has filed a Form 1-A (which contains an offering circular (the "U.S. Offering Circular")) pursuant to Regulation A under the 1933 Act with the SEC for purposes of qualifying the Offered Units for offer and sale to the public pursuant to Regulation A under the 1933 Act. The Form 1-A has not yet been qualified by the SEC. A copy of the Form 1-A, including the U.S. Offering Circular, is available for review and has been filed under the Corporation's profile on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com and at the SECs website at www.sec.gov.  See "Plan of Distribution - U.S. Securities Laws Matters".

Subscriptions for the Offered Units will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. The closing of the Offering is expected to be on September 29, 2020, or such other date as may be agreed upon by the Corporation and the Underwriters, but in any event no later than 42 days following the date hereof (the "Closing Date").

It is anticipated that the Unit Shares will be delivered in electronic form through the Depositary Trust Corporation ("DTC") system and through direct and indirect participants, including CDS Clearing and Depository Services Inc. ("CDS").  The participant through whom a purchaser purchases Offered Units will receive a credit for the Unit Shares on DTC's records.  A purchaser of Offered Units (other than purchasers in the United States) is expected to hold the interest in the Unit Shares through its registered dealer which is a CDS participant and through the DTC participant account maintained by CDS. The ownership interest of each actual purchaser of the Unit Shares, who is referred to herein as a "beneficial owner", is to be recorded on the participant's records.  All interests in the Unit Shares will be subject to the operations and procedures of DTC and CDS (if applicable). The operations and procedures of each settlement system may be changed at any time.  Notwithstanding the foregoing, the Warrants will only be delivered in certificated form (such as via Computershare's Quickcert system) or on a non-certificated basis under a Direct Registration System (DRS) maintained by the Warrant Agent. See "Plan of Distribution - Settlement".

An investment in the Offered Units is highly speculative due to various factors, including the nature of the Corporation's business and should only be made by persons who can afford the total loss of their investment.  A prospective purchaser should therefore review this Prospectus and the documents incorporated by reference in their entirety and carefully consider the risk factors described under the heading "Risk Factors" in this Prospectus prior to purchasing the Offered Units.

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Neither the SEC nor any state or Canadian securities regulator has approved or disapproved of the securities offered hereby, passed upon the accuracy or adequacy of this Prospectus Supplement and the accompanying Shelf Prospectus or determined if this Prospectus Supplement and the accompanying Shelf Prospectus are truthful or complete. Any representation to the contrary is a criminal offense.

The Corporation is incorporated, and each of Mr. John Dorward, the Chairman of the Board and Mr. Vance Spalding, Vice-President, Exploration of the Corporation, reside, outside of Canada. Each of the Corporation and the individuals named above have appointed Cassels Brock & Blackwell LLP, 2200 HSBC Building, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8, as their agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that resides outside of Canada or is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction, even if the party has appointed an agent for service of process. See "Risk Factors".

The registered office of the Corporation is located at 4625 W. Nevso Drive, Suite 2, Las Vegas, NV 89103 and the head office of the Corporation is located at Suite 1050, 400 Burrard St., Vancouver, British Columbia, Canada V6C 3A6.

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TABLE OF CONTENTS

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT	S-1
MEANING OF CERTAIN REFERENCES AND CURRENCY PRESENTATION	S-1
FINANCIAL INFORMATION AND ACCOUNTING PRINCIPLES	S-1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION	S-2
ELIGIBILITY FOR INVESTMENT	S-3
DOCUMENTS INCORPORATED BY REFERENCE	S-4
MARKETING MATERIALS	S-5
THE CORPORATION	S-6
GREEN SPRINGS PROJECT	S-12
CONSOLIDATED CAPITALIZATION	S-34
USE OF PROCEEDS	S-35
DESCRIPTION OF SECURITIES BEING DISTRIBUTED	S-36
DESCRIPTION OF PREFERRED STOCK	S-39
PARTICIPATION RIGHTS	S-41
PLAN OF DISTRIBUTION	S-41
PRIOR SALES	S-47
MARKET FOR SECURITIES	S-48
RISK FACTORS	S-48
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS AND NON-U.S. HOLDERS	S-51
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	S-58
LEGAL MATTERS	S-63
AUDITORS, TRANSFER AGENT AND REGISTRAR	S-63
INTEREST OF EXPERTS	S-63
PURCHASERS' STATUTORY RIGHTS	S-63
CERTIFICATE OF THE CORPORATION	C-1
CERTIFICATE OF THE UNDERWRITER	C-2

BASE SHELF PROSPECTUS

Page

ABOUT THIS SHORT FORM BASE SHELF PROSPECTUS	1
MEANING OF CERTAIN REFERENCES AND CURRENCY PRESENTATION	1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION	1
CAUTIONARY NOTE TO UNITED STATES INVESTORS REGARDING DIFFERENCES IN REPORTING OF MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES	2
FINANCIAL INFORMATION	2
DOCUMENTS INCORPORATED BY REFERENCE	2
THE CORPORATION	4
PONY CREEK PROJECT	6
CONSOLIDATED CAPITALIZATION	22
USE OF PROCEEDS	22
EARNINGS COVERAGE RATIO	23
DESCRIPTION OF COMMON SHARES	23
DESCRIPTION OF DEBT SECURITIES	23
DESCRIPTION OF SUBSCRIPTION RECEIPTS	24
DESCRIPTION OF WARRANTS	24
DESCRIPTION OF UNITS	25
PLAN OF DISTRIBUTION	26
PRIOR SALES	27
MARKET FOR SECURITIES	27
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	28
RISK FACTORS	28
ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS	28
LEGAL MATTERS	29
AUDITORS, TRANSFER AGENT AND REGISTRAR	29
INTEREST OF EXPERTS	29
PURCHASERS' STATUTORY RIGHTS	29
CERTIFICATE OF THE CORPORATION	C-1

- v -

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this Prospectus Supplement, which describes the terms of the Offered Units being offered and also adds to and updates information contained in the Shelf Prospectus and the documents incorporated therein. The second part, the Shelf Prospectus, gives more general information, some of which may not apply to the Offered Units being offered under this Prospectus Supplement. This Prospectus Supplement is deemed to be incorporated by reference into the Shelf Prospectus solely for the purpose of the Offering constituted by this Prospectus Supplement. Other documents are also incorporated, or are deemed to be incorporated by reference, into the Shelf Prospectus and reference should be made to the Shelf Prospectus for full particulars thereof.

Investors should rely only on the information contained in the Prospectus (including the documents incorporated by reference) and are not entitled to rely on parts of the information contained in the Prospectus (including the documents incorporated by reference) to the exclusion of others. The Corporation has not authorized anyone to provide investors with additional or different information. Information contained on the Corporation's website shall not be deemed to be a part of the Prospectus or incorporated by reference and should not be relied upon by prospective investors for the purpose of determining whether to invest in the securities. Neither the Corporation nor the Underwriters are offering to sell the securities offered hereby in any jurisdictions where the offer or sale of the securities is not permitted. The information contained in the Prospectus (including the documents incorporated by reference) is accurate only as of the date of the Prospectus (or the date of the document incorporated by reference, as applicable), regardless of the time of delivery of the Prospectus or any sale of the Offered Units. The Corporation's business, financial condition, results of operations and prospects may have changed since those dates.

Market data and certain industry forecasts used in this Prospectus Supplement and the Shelf Prospectus and the documents incorporated by reference herein and therein were obtained from market research, publicly available information and industry publications. The Corporation believes that these sources are generally reliable, but the accuracy and completeness of this information is not guaranteed. The Corporation has not independently verified such information, and it does not make any representation as to the accuracy of such information.

MEANING OF CERTAIN REFERENCES AND CURRENCY PRESENTATION

References to dollars or "$" are to Canadian currency unless otherwise indicated. All references to "US$" refer to United States dollars. On September 22, 2020, the daily exchange rate as quoted by the Bank of Canada was US$1.00=C$1.3310 or C$1.00=US$0.7513.

Unless the context otherwise requires, all references in this Prospectus Supplement to the "Corporation" refer to the Corporation and its subsidiary entities on a consolidated basis.

FINANCIAL INFORMATION AND ACCOUNTING PRINCIPLES

The Corporation is a U.S. domestic issuer as such term is defined in Rule 902(e) of Regulation S under the 1933 Act however, the Corporation is not registered or reporting under the Unites States Securities Exchange Act of 1934, as amended (the "1934 Act") (a "US Reporting Entity").  National Instrument 52-107 - Acceptable Accounting Principles and Auditing Standards ("NI 52-107"), of the Canadian Securities Administrators requires companies listed in Canada that are not a US Reporting Entity to file financial statements prepared pursuant to International Financial Reporting Standards ("IFRS").  However, as a U.S. domestic issuer, Regulation A requires the Corporation to prepare financial statements in accordance with United States generally accepted accounting principles ("US GAAP").

Pursuant to a decision document dated December 24, 2019 (2019 BCSECCOM 451) issued by the British Columbia Securities Commission (as principal regulator) and the Ontario Securities Commission under National Policy 11-203 - Process for Exemptive Relief Applications in Multiple Jurisdictions (the "Order"), the Corporation has been granted an exemption by the Canadian securities regulatory authorities in each of the provinces and territories in which the Corporation is a reporting issuer from having to file financial statements prepared in accordance with IFRS and therefore is now permitted to file its financial statements in accordance with US GAAP and have such financial statements audited pursuant to the rules and standards of the United States Public Company Accounting Oversight Board (the "PCAOB").

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Unless otherwise indicated, financial information in this Prospectus Supplement and the documents incorporated by reference herein have been prepared in accordance with US GAAP and is subject to the auditing and auditor independence standards of the PCAOB.  US GAAP differs in some respects from IFRS and thus may not be comparable to financial statements of Canadian companies that are prepared in accordance with IFRS. Although the Corporation has sought to align its accounting treatment and disclosures to align with those required under IFRS and US GAAP so as to minimize the differences, this Prospectus Supplement and the documents incorporated by reference herein do not include any explanation of the principal differences or any reconciliation between IFRS and US GAAP.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in the Prospectus constitute forward-looking information within the meaning of applicable Canadian and United States securities legislation. Forward-looking information in, or incorporated by reference into this Prospectus Supplement and the Shelf Prospectus includes, but is not limited to statements with respect to: the completion, settlement and closing of the Offering; the satisfaction of the conditions to closing of the Offering, including the receipt in a timely manner of regulatory and other required approvals and clearances, including the approval of the TSXV; the use of the net proceeds of the Offering; the listing of the Unit Shares and Warrant Shares on the TSXV; the qualification of the Unit Shares, Warrants and Warrant Shares by the SEC; the plan of distribution for the Offering; certain United States and Canadian tax consequences of an investment in the Offered Units; the completion and the nature of the transactions contemplated by the Waterton Letter of Intent; the satisfaction of the conditions to the completion of the transactions contemplated by the Waterton Letter of Intent, including the receipt in a timely manner of regulatory and other required approvals and clearances, including the approval of the TSXV for the Redemption Placement; the nature, timing and extent of the Corporation's planned exploration programs and activities; the future financial or operating performance of the Corporation and its subsidiaries and its mineral projects; the future price of metals; test work and confirming results from work performed to date; the estimation of mineral resources and mineral reserves; the realization of mineral resource and mineral reserve estimates; the timing and amount of estimated future capital, operating and exploration expenditures; costs and timing of the development of new deposits; costs and timing of future exploration; requirements for additional capital; government regulation of mining operations; environmental risks; reclamation expenses; title disputes or claims; and limitations of insurance coverage. Often, but not always, forward-looking statements can be identified by the use of words and phrases such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.

Forward-looking information is based on the opinions and estimates of management as of the date such statements are made and are based on various assumptions such as: the successful completion of the Offering; future business and property integrations remaining successful; the ability of the Corporation to continue to undertake exploration and other activities at its mineral properties during the Covid-19 coronavirus ("Covid 19") outbreak; the ability of the Corporation to manage Covid-19 cases at its mineral properties and maintain normal activity levels at its properties despite any such cases; that the other current or potential future effects of the Covid-19 pandemic on the Corporation's business, operations and financial position, including restrictions on the movement of persons, restrictions on business activities, restrictions on the transport of goods, trade restrictions, increases in the cost of necessary inputs, reductions in the availability of necessary inputs and productivity and operational constraints, will not impact its planned exploration activities at its mineral properties; the ability to continue raising the necessary capital to finance operations; favourable and stable general macroeconomic conditions, securities markets, spot and forward prices of gold, silver, base metals and certain other commodities, currency markets (such as the $ to US$ exchange rate); no materially adverse changes in national and local government, legislation, taxation, controls, regulations and political or economic developments; that various risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins and flooding) will not materialize; the ability to complete planned exploration programs; no disruptions or delays due to government shut downs; the ability to obtain adequate insurance to cover risks and hazards on favourable terms; that changes to laws and regulations will not impose greater or adverse restrictions on mineral exploration or mining activities; the continued stability of employee relations; positive relationships with local communities and indigenous populations; that costs associated with mining inputs and labour will not materially increase; that mineral exploration and development activities (including obtaining necessary licenses, permits and approvals from government authorities) will be successful; and the continued validity and ownership of title to properties.

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Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks posed by the disruption caused by the Covid-19 pandemic; the risk that the Offering may not be completed; risks resulting from the Corporation's negative working capital and history of losses, including that the Corporation may be unable to continue as a going concern; general business, economic, competitive, political and social uncertainties; the actual results of current and future exploration activities differing from projected results; the inability to meet various expected cost estimates; changes or downgrades in project parameters and/or economic assessments as plans continue to be refined; fluctuations in the future prices of metals; possible variations of mineral grade or recovery rates below those that are expected; the risk that actual costs may exceed estimated costs; failure of equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; political instability; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors included herein and elsewhere in the Corporation's public disclosure. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information contained herein is presented for the purposes of assisting investors in understanding the Corporation's expected financial and operating performance and the Corporation's plans and objectives and may not be appropriate for other purposes. The Corporation does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

ELIGIBILITY FOR INVESTMENT

In the opinion of Cassels Brock & Blackwell LLP, counsel to the Corporation, and Blake, Cassels & Graydon LLP, counsel to the Underwriters, based on the current provisions of the Income Tax Act (Canada) (the "Tax Act") and the regulations thereunder, in force as of the date hereof, the Unit Shares, Warrants, and Warrant Shares, if issued on the date hereof, would be qualified investments for trusts governed by a registered retirement savings plan, registered retirement income fund, registered education savings plan, registered disability savings plan, tax-free savings account (collectively referred to as "Registered Plans") or a deferred profit sharing plan ("DPSP"), provided that:

(i)in the case of Unit Shares and Warrant Shares, the Unit Shares or Warrant Shares, as applicable, are then listed on a "designated stock exchange" as defined in the Tax Act (which currently includes Tiers 1 and 2 of the TSXV); and

(ii)in the case of the Warrants, the Warrant Shares are qualified investments as described in (i) above and neither the Corporation, nor any person with whom the Corporation does not deal at arm's length, is an annuitant, a beneficiary, an employer or a subscriber under or a holder of such Registered Plan or DPSP.

Notwithstanding the foregoing, the holder of, or annuitant or subscriber under, a Registered Plan (the "Controlling Individual") will be subject to a penalty tax in respect of Unit Shares, Warrant Shares or Warrants held in the Registered Plan if such securities are a prohibited investment for the particular Registered Plan. A Unit Share, Warrant Share or Warrant generally will not be a "prohibited investment" for a Registered Plan unless (i) the Controlling Individual does not deal at arm's length with the Corporation for the purposes of the Tax Act, or (ii) the Controlling Individual has a "significant interest" (as defined in subsection 207.01(4) of the Tax Act) in the Corporation. In addition, the Unit Shares and Warrant Shares will generally not be a "prohibited investment" if such securities are "excluded property" (as defined in the Tax Act) for the Registered Plan. Controlling Individuals should consult their own tax advisors as to whether the Unit Shares, Warrant Shares, or Warrants will be a prohibited investment in their particular circumstances.

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus Supplement is deemed to be incorporated by reference into the Shelf Prospectus solely for the purpose of the Offering.

S-3

Copies of the documents incorporated by reference in this Prospectus Supplement and the Shelf Prospectus may be obtained on request without charge from the Corporate Secretary of the Corporation, at Suite 1050, 400 Burrard St., Vancouver, British Colombia V6C 3A6, and are also available electronically on SEDAR at www.sedar.com.

The following documents, filed with the various securities commissions or similar authorities in each of the provinces and territories of Canada, except for Québec, are specifically incorporated by reference into and form an integral part of this Prospectus Supplement and the Shelf Prospectus:

(i)the annual information form ("AIF") of the Corporation dated March 30, 2020 for the year ended December 31, 2019;

(ii)the audited consolidated financial statements of the Corporation as at, and for the years ended December 31, 2019, 2018 and 2017, together with the notes thereto and the independent auditors' report thereon (the "Annual Financial Statements");

(iii)the management's discussion and analysis of the Corporation for the year ended December 31, 2019 ("Annual MD&A");

(iv)the unaudited condensed interim consolidated financial statements of the Corporation as at, and for the three and six-month periods ended June 30, 2020, together with the notes thereto (the "Interim Financial Statements");

(v)the management's discussion and analysis of the Corporation for the six-month period ended June 30, 2020 ("Interim MD&A");

(vi)the management information circular of the Corporation dated April 29, 2020, prepared in connection with the annual general and special meeting of shareholders of the Corporation held on May 28, 2020;

(vii)a material change report of the Corporation dated April 27, 2020 in respect of the announcement by the Corporation of the closing of the first tranche of a non-brokered private placement (the "Private Placement") for 7,520,000 units at a price of $0.10 per unit for aggregate gross proceeds of $752,000;

(viii)a material change report of the Corporation dated May 6, 2020 in respect of the announcement by the Corporation of the closing of the second tranche of the Private Placement for 3,350,000 units at a price of $0.10 per unit for aggregate gross proceeds of $335,000;

(ix)a material change report of the Corporation dated May 19, 2020 in respect of the announcement by the Corporation that the Common Shares commenced trading on the OTCQB under the ticker symbol "CGOL";

(x)a material change report of the Corporation dated May 25, 2020 in respect of the announcement by the Corporation of the closing of the final tranche of the Private Placement for 1,630,000 units at a price of $0.10 per unit for aggregate gross proceeds of $163,000;

(xi)a material change report of the Corporation dated August 14, 2020 in respect of the announcement by the Corporation of the Offering (including pricing and size), the entering into of the Waterton Letter of Intent and the filing of the Green Springs Technical Report (as defined herein);

(xii)the term sheet dated August 6, 2020 in connection with the Offering (the "Original Term Sheet");

(xiii)the amended term sheet dated August 10, 2020 in connection with the Offering (the "First Amended Term Sheet");

(xiv)the second amended term sheet dated September 23, 2020 in connection with the Offering (the "Second Amended Term Sheet", and together with the First Amended Term Sheet, the "Amended Term Sheets"); and

S-4

(xv)the corporate presentation dated August 2020 in connection with the Offering.

Any document of the type referred to in the preceding paragraphs (excluding confidential material change reports) or of any other type required to be incorporated by reference in a short form prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions that is filed by the Corporation with a securities commission or any similar authority in Canada after the date of this Prospectus Supplement and prior to termination of the Offering shall be deemed to be incorporated by reference into this Prospectus Supplement.

Any statement contained in this Prospectus Supplement, the Shelf Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Prospectus Supplement, to the extent that a statement contained herein or in any other subsequently filed document incorporated or deemed to be incorporated by reference herein modifies or supersedes such prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall thereafter neither constitute, nor be deemed to constitute, a part of this Prospectus Supplement, except as so modified or superseded. Without limiting the foregoing, each document incorporated by reference in the Shelf Prospectus prior to the date hereof shall be deemed to have been superseded in its entirety unless such document is also listed above as being incorporated by reference in this Prospectus Supplement.

MARKETING MATERIALS

Any "marketing materials" (as defined in National Instrument 41-101 - General Prospectus Requirements ("NI 41-101")) are not part of this Prospectus Supplement or the Shelf Prospectus to the extent that the contents thereof have been modified or superseded by a statement contained in this Prospectus Supplement or any amendment. Any "template version" (as defined in NI 41-101) filed with the securities commission or similar authority in each of the provinces and territories of Canada in connection with the Offering after the date hereof but prior to the termination of the distribution of the Offered Units under this Prospectus Supplement (including any amendments to, or an amended version of, any template version of marketing materials) is deemed to be incorporated by reference into this Prospectus Supplement and in the Shelf Prospectus.

Subsequent to the filing of the Original Term Sheet on SEDAR, the Corporation and the Underwriters agreed that (i) the Offered Units will be offered and sold at a price of $0.20 per Offered Unit for aggregate gross proceeds of up to $15,000,000, and (ii) the Warrants and Broker Warrants, in each case, will entitle the holders thereof to acquire, subject to adjustment in certain circumstances, one Warrant Share and one Broker Share, respectively at an exercise price of $0.27 for a period of 24 months from the Closing Date.

Subsequent to the filing of the First Amended Term Sheet on SEDAR, the Corporation and the Underwriters further agreed to amend the maximum size of the Offering to an offering of 67,500,000 Offered Units for aggregate gross proceeds of $13,500,000. Pursuant to subsection 9A.3(7) of National Instrument 44-102 - Shelf Distributions, the Corporation prepared: (i) the First Amended Term Sheet, which is a revised version of the Original Term Sheet and which has been blacklined to the Original Term Sheet, and (ii) the Second Amended Term Sheet which is a revised version of the First Amended Term Sheet, in each case to show the amendments. The Amended Term Sheets can be viewed under the Corporation's profile on SEDAR at www.sedar.com.

THE CORPORATION

Corporate Structure

The Corporation (formerly, Winwell Ventures Inc. ("Winwell")) was incorporated under the Business Corporations Act (Yukon) on May 26, 2000 and was continued under the Business Corporations Act (British Columbia) on June 14, 2006. On June 7, 2017, Winwell and Carlin Opportunities Inc. ("Carlin"), completed a court approved statutory plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"), pursuant to which, among other things, Winwell acquired all of the issued and outstanding common shares of Carlin, continued into the State of Nevada and changed its name to "Contact Gold Corp." The Corporation is currently governed by the Revised Statutes applicable to Nevada corporations, Title 7, Chapter 78 (the "Nevada Act") and other applicable laws.

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The Corporation has two wholly-owned subsidiaries, Clover Nevada II LLC ("Clover Nevada") and Carlin. Clover Nevada, established under the laws of Nevada, is the only material subsidiary of the Corporation and holds the Contact Gold Properties (as defined herein), including the Corporation's Pony Creek gold property (the "Pony Creek Project") and an option to acquire the past-producing Green Springs gold property (the "Green Springs Project").

Summary Description of the Business

The Corporation is a gold exploration company focused on discovering and developing oxide gold targets and making district-scale gold discoveries in Nevada. The Corporation's land holdings are located on the Carlin, Independence, Cortez and Northern Nevada Rift gold trends. The Corporation's current properties in which it holds an interest include the Pony Creek Project and the Green Springs Project, as well as a portfolio of prospective earlier-stage exploration properties (the "Portfolio Properties", and collectively with the Pony Creek Project and the Green Springs Project, the "Contact Gold Properties"). As at the date hereof, the Contact Gold Properties comprise in aggregate, approximately 140 km² of unpatented mining claims and mineral tenure. The Corporation is focused on advancing both the Pony Creek Project and the Green Springs Project.

More detailed information regarding the business of the Corporation as well as its operations, assets, and properties can be found in the AIF and other documents incorporated by reference herein, as supplemented by the disclosure herein.  See "Documents Incorporated by Reference".

The Pony Creek Project

The Pony Creek Project is located in Elko County, Nevada and comprises 1,032 unpatented mining claims covering approximately 82 km².

Since acquisition, the Corporation has made progress advancing, de-risking and augmenting the exploration and growth potential of the Pony Creek Project. The Corporation has drilled 25,960 metres in 117 drill holes across four main target zones, maintaining a hit ratio of over 90% of all drill holes hitting gold mineralization of greater than 3 metres grading 0.14 g/t gold.  The Corporation has focused on generating exploration drill targets across the property through extensive geological mapping, geophysical surveys, rock and soil sampling, structural analysis and fossil age dating.  Preliminary metallurgical test work at the Pony Creek Project has demonstrated gold recoveries from oxidized material of 85-90%.

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In 2017, the Corporation began the necessary permitting activities to complete a Plan of Operations (a "PoO") with the United States of America's Department of the Interior's Bureau of Land Management (the "BLM") to enable future drill programs at the Pony Creek Project.  The PoO supports up to 150 acres of road and drill pad construction at the property, and final approval was obtained in June 2020.  See "Recent Developments" below. Drilling since 2017 has been carried out under multiple 5-acre Notice of Intent permits (the "NOIs').

For additional information regarding the Pony Creek Project, see the section entitled "The Pony Creek Project" in the AIF, which is incorporated herein by reference and the technical report on the Pony Creek Project titled "NI 43-101 Technical Report, Pony Creek Project, Elko County, Nevada, United States of America" dated October 22, 2018 (effective date October 16, 2018) which has been filed under the Corporation's corporate profile on SEDAR at www.sedar.com.

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The Green Springs Project

The Green Springs Project is located near the southern end of the Cortez Trend of Carlin-type gold deposits in White Pine County, Nevada and comprises 220 unpatented mining claims covering approximately 16.8 km².  Clover Nevada currently holds an option to purchase a 100% interest in the Green Springs Project, subject to certain existing royalties, pursuant to a purchase option agreement dated July 23, 2019 (the "Green Springs Option Agreement") entered into among the Corporation, Clover Nevada, DHI Minerals (US) Ltd. ("DHI") and Nevada Select Royalty, Inc. ("Nevada Select"), both wholly-owned subsidiaries of Ely Gold Royalties Inc. ("Ely Gold" and together with DHI and Nevada Select, the "Optionor").  Pursuant to the Green Springs Option Agreement, in order to acquire a 100% interest in the Green Springs Project, the Corporation has made an initial cash payment of $40,904 and issued 2,000,000 Common Shares to the Optionor and is required to pay an additional US$50,000 on each of the first, second and third anniversary date of the agreement and a final payment of US$100,000 on the fourth anniversary date.  Such payments may be made in cash or in Common Shares at the Corporation's election in accordance with the terms of the agreement.  During the term of the option, the Corporation is also required to pay all mining claim maintenance and rental fees and all amounts otherwise due and payable (including royalty and option payments) to third parties pursuant to the underlying agreements in respect of the Green Springs Project.  See "Green Springs Project".

Immediately upon signing the Green Springs Option Agreement, Contact Gold integrated all available historical data into a digital database, conducted rock chip sampling, and constructed a 3-dimensional geological model of the mineralized zones at Green Springs to guide drilling at the project. During 2019, the Company completed a maiden drill program of 1,300 metres in 10 holes at the Green Springs Project, identifying oxide gold where it was previously not identified. The drill holes were completed at the Alpha, Bravo, Charlie North and Echo zones, with a focus on stepping out from the known zones within the Chainman Shale geologic formation to expand the mineralized footprint at all targets. Certain select gold mineralized intercepts from historical drilling as well as Contact Gold's drill holes are shown below, along with identified targets for Contact Gold's 2020 drill program.

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The north-south structural corridor at the Echo zone which hosts gold in the mine trend continues south and north to the Zulu target and the past producing Delta zone respectively and there is potential for gold mineralization to continue down at the same northwest-north south structural intersection into the Pilot Shale.  See below for select oxide intervals from the Charlie North to Echo Zones.

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Long Section from Charlie North to Echo Zones - Looking East

Hosting in the Pilot Shale was previously thought to be unoxidized. Drilling at the Green Springs Project has evidenced numerous intercepts of near-surface oxide gold with approximately 4 km strike length and led to new discoveries made from deeper drilling (200 metres) for stacked deposits in the Alligator Ridge targets along strike at the Pilot Shale and Guilmette Limestone contact, and high conviction undrilled targets at the Tango, Whiskey, Foxtrot and Zulu zones. Confirmation of the Alligator Ridge target and the associated oxidation profile indicates proof of concept for a mine trend. The BLM and the U.S. Forest Service (the "USFS") have approved drill plans for the Green Springs Project. The project has an existing USFS Plan of Operations permit for 75 acres of disturbance and an NOI has been obtained (see "Recent Developments" below) on the BLM land to drill the Zulu target.

For additional information regarding the Green Springs Project, see the section entitled "The Green Springs Project" below and the Green Springs Technical Report which has been filed under the Corporation's corporate profile on SEDAR at www.sedar.com.

Recent Developments

Waterton Letter of Intent

On August 6, 2020, the Corporation entered into the Waterton Letter of Intent, pursuant to which the parties have agreed to certain terms, based upon the amount of gross proceeds raised in the Offering, regarding the redemption of the Preferred Stock or an amendment to the terms of the Preferred Stock. Each of the terms of the Waterton Letter of Intent are set out below, however, given the size of the Offering and the Corporation's entrance into the Underwriting Agreement in respect of the Offering, the Corporation expects that only the terms of the Waterton Letter of Intent applicable to a minimum raise of $10,000,000 will apply:

If a minimum of $10,000,000 is raised in the Offering:

(a)the Corporation will use a minimum of $5,000,000 of the proceeds of the Offering to redeem a portion of the issued and outstanding Preferred Stock at the Redemption Amount (as defined herein, and approximately US$13.842 million as of September 22, 2020);

(b)Waterton will purchase Common Shares at a price of $0.195 per share (the portion of the Offering Price allocated to a Unit Share) in aggregate amount equal to the Redemption Amount for the then remaining issued and outstanding Preferred Stock (the "Redemption Placement"), estimated to be US$10.085 million ($13.423 million) at September 22, 2020; and

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(c)the Corporation will use the proceeds of the Redemption Placement to redeem all of the then remaining issued and outstanding Preferred Stock.

If more than $3,000,000 and less than $10,000,000 is raised in the Offering and the Corporation fails to obtain the Approvals (as defined below) for the Article Amendments (as defined below), the Corporation has agreed to use 50% of any proceeds in excess of $3,000,000 to redeem a portion of the issued and outstanding Preferred Stock at the Redemption Amount.

If less than $10,000,000 is raised in this Offering, Contact Gold has agreed to use commercially reasonable efforts to obtain all of the approvals (including shareholder and regulatory approvals) (the "Approvals") required to amend the terms of the remaining Preferred Stock, by amending the articles of incorporation ("Article Amendments"), to:

(a)reduce the conversion price of the Preferred Stock from $1.35 per share to the lesser of:

(i)135% of the closing price on August 5, 2020 ($0.31 per share);

(ii)135% of the Offering Price allocated to a Unit Share ($0.2633 per share); and

(iii)135% of the 20-day volume weighted average price of the Common Shares prior to the date all Approvals are obtained,

(b)reduce the cumulative dividend rate from 7.5% to 3.75% per annum from the date the Article Amendments are effective; and

(c)extend the maturity date from June 7, 2022 to a date that is five years from the date the Approvals are obtained.

Waterton holds, directly or indirectly, approximately 32.16% of the issued and outstanding Common Shares and 100% of the issued and outstanding Preferred Stock.  On completion of the Offering, the Corporation intends to apply a minimum of $5,000,000 to redeem a portion of the outstanding Preferred Stock, complete the Redemption Placement and apply the proceeds of the Redemption Placement to redeem the then remaining issued and outstanding Preferred Stock. The Corporation would issue approximately 68,836,411 Common Shares in the Redemption Placement (based on an estimated Redemption Amount of US$10.085 million ($13.423 million) at September 22, 2020) and Waterton would beneficially own approximately 100,188,060 Common Shares (approximately 42.85% assuming no exercise of the Over-Allotment Option) and no Preferred Stock. The Redemption Placement has been conditionally approved by the TSXV. This Prospectus Supplement does not qualify the distribution of the Common Shares issued under the Redemption Placement.  See, "Description of Preferred Stock", "Use of Proceeds" and "Risk Factors.

Waterton is an insider of Contact Gold and, as a result, the Redemption Placement, if completed will constitute a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Redemption Placement, if completed, is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance upon the exemptions contained in sections 5.5(b) and 5.7(e), respectively, of MI 61-101.

The completion of the Redemption Placement contemplated by the Waterton Letter of Intent will be subject to final acceptance by the TSXV, the receipt of all required corporate approvals and the absence of a material change to the business, results of operations, assets, financial condition or liabilities of the Corporation and its subsidiaries, taken as a whole, from the date of the Waterton Letter of Intent until the completion of such transaction.

Other Corporate Developments

On September 2, 2020, the Corporation announced the start of drilling at the Green Springs Project, with a planned focus initially for one reverse circulation rig to drill at the property's Echo Zone, and then carry on at targets along the known gold trend to test the potential for the Pilot Shale to host Carlin-type gold mineralization, as well as at the Tango, Foxtrot, and Whiskey target areas where the Pilot Shale/Devils Gate Limestone contact is exposed at surface.

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On July 23, 2020, the Corporation issued 362,941 Common Shares (at a deemed price of $0.185) to Ely Gold in satisfaction of the US$50,000 first anniversary payment under the Green Spring Option Agreement.

On June 24, 2020, the Corporation announced the results from four cyanide bottle roll assays at the Stallion and Bowl Zones at its Pony Creek Project which continue to return gold recoveries and high-grade oxidized mineralization results.

On June 18, 2020, the Corporation announced that it had received approval for its PoO permit for the Pony Creek Project which will allow the Corporation to ramp up drilling to test high-priority targets developed by the Corporation across a broad area of the property over the last 2.5 years. The Pony Creek Project can now support exploration activities, including drill pad and road construction of up to 150 acres, an increase from the more limited area of permitted disturbance previously permitted under the NOIs that facilitated drilling in 2017 to 2019.

On June 2, 2020, the Corporation announced that it had received an NOI from the BLM to conduct drilling at its newly defined Zulu target at the Green Springs Project. This new NOI is in addition to the existing 70-acre PoO permit for drilling at the key target areas on the project.

On May 25, 2020, the Corporation announced the closing of the final tranche of the Private Placement.  In aggregate with the closings of the first and second tranche of the Private Placement which were announced on April 24, 2020 and May 5, 2020, respectively, the Corporation issued a total of 12,500,000 units of the Corporation at a price of $0.10 per unit for aggregate gross proceeds of $1,250,000. Each unit consisted of one Common Share and one Common Share purchase warrant, with each warrant entitling the holder to purchase a Common Share at a price of $0.15 for a period of 24 months from the applicable closing date. The warrants are subject to an accelerated expiry in the event the Common Shares trade on the TSXV at a closing price equal to or greater than $0.30 for a period of 10 consecutive trading days.  The net proceeds from the Private Placement are being used by the Corporation to undertake drill hole targeting and ongoing exploration at the Green Springs Project and the Pony Creek Project and for general working capital.

On May 19, 2020, the Corporation announced that the Common Shares had commenced trading on the OTCQB under the ticker symbol "CGOL".

GREEN SPRINGS PROJECT

The scientific and technical information in the section below is summarized, compiled or extracted from the technical report regarding the Green Spring Project entitled "Technical Report for the Green Spring Project, White Pine County Nevada, United States of America" dated August 5, 2020 (effective June 12, 2020) (the "Green Springs Technical Report") and prepared for the Corporation by John J. Read, CPG who is a "qualified person" and independent" within the meanings of NI 43-101. The summary below is subject in entirety to all the assumptions, qualifications and procedures set out in the Green Springs Technical Report and which may not be fully described herein.  For full technical details on the Green Springs Project, reference should be made to the full text of the Green Springs Technical Report which was prepared in accordance with NI 43-101 and has been filed with the securities regulatory authorities in all of the provinces and territories of Canada, except Québec, and is available under the Corporation's profile on SEDAR at www.sedar.com. The summary below is qualified in its entirety by reference to the full text of the Green Springs Technical Report. The author of the Green Springs Technical Report has reviewed and approved the scientific and technical disclosure contained in this Prospectus Supplement related to the Green Springs Project.

The Green Springs Technical Report is not and shall not be deemed to be incorporated by reference in this Prospectus.

Project Description, Location and Access

The Green Springs property is located on the western flank of the White Pine Range in southwestern White Pine County, Nevada, approximately 360 km (223 miles) east of the capital city of Carson City and approximately 100 km (61 miles) southwest of the White Pine County seat at Ely, Nevada (see Figure 1 below). The claim package encompasses approximately 4,150 acres (1,680 ha) in parts of Sections 13-16, 21-24, 26-28, 33 & 34 of T 15 N, R 57 E and Sections 3 & 4 of T 14 N, R 57 E. The property boundaries are irregular but are situated within a rectangular area with UTM coordinates in Zone 11N, NAD27.

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Figure 1: Location of Green Springs property

The project can be accessed from Eureka, Nevada going west on Highway 50 for 50 km (31 miles) or from Ely, Nevada going east on Highway 50 for 60.5 km (37 miles) to White Pine County Road 5, the Green Springs road, which is a well-marked and maintained gravel road. The Green Springs road continues, bearing right (southwest) at this first intersection, and then bearing left (south) at the next unmarked intersection, (west at this second intersection leads to Fiore Gold Ltd.'s Gold Rock project). Twenty-one miles south of the paved highway, a left turn off road off County Road 5 leads into the claim block. A large grove of big cottonwood trees that surround Green Springs proper are visible 100 metres ahead, and the reclaimed heap leach pads, dumps and highwalls are visible on the left. 

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Mineral Tenure 

The Green Springs property consists of 220 contiguous unpatented mining claims, as set out in Table 1 and mapped out in Figure 2 below.

Table 1: Unpatented mining claims list with corresponding identification number

Property Name	Identification Number
Unpatented claims Bee and Eek; John Cox owner	BLM # NMC 748756 & 748757
Unpatented claims GRS 66-71, 86-92, 201-204, 204-209, 301-308, 405-408, 505-509, 603-609, and 702-707; DHI owner	BLM # NMC 883305-883359
Unpatented claims GSR 110-112, 210-212, 309-311, 409-411; DHI owner	BLM # NMC 859884-859895
Unpatented claims GRS 703-704, 800-804, 900-903; DHI owner	BLM # NMC 1031125-1031135
Unpatented claims CW 20-24, 27-32, 38-43, 47-53, 57-63, 69-73, 80-83, 91-92, 100-102, 111-112, 137-150, 152-162, 164-183, 190-196, 200-201, 206-211, 217-220, 227, 260; DHI owner	BLM # NMC 1093797-1093909
Unpatented claim CW 900; DHI owner	BLM # NMC 1104339
Unpatented claim CW 604; DHI owner	BLM # NMC 1105486
Unpatented claims CAT 100-116, 121-125, 127-128, 135-137; Nevada Select owner	BLM # NMC 1140296-1093909

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Figure 2: Claim map, Green Springs property

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Tenure Agreements and Encumbrances

The 220 claims are subject to various underlying ownership agreements set out in Table 2.

Table 2: Underlying Owners of the Green Springs property

Underlying Owner	# of Claims
John Cox	2
DHI Minerals (US) Ltd.*	191
Nevada Select Royalty, Inc.*	27
*Wholly-owned subsidiary of Ely Gold Royalties Inc.

Pursuant to the Green Springs Option Agreement dated July 23, 2019 (the "Option Date"), Clover Nevada has an option to acquire a 100% interest in each of the properties of the Optionor. Under the terms of the Green Springs Option Agreement, Clover Nevada (along with Contact Gold, the "Optionee") can earn an undivided 100% interest in the Optionor's Green Springs properties by making the following payments (each, a "Payment"):

(a)reimburse the Optionor for 2019 claim fees in a pro-rated amount of $6,125 on the Option Date;

(b)issue to Ely Gold 2,000,000 Common Shares within 5 business days from TSXV acceptance of the Green Springs Option Agreement;

(c)reimburse the Optionor or otherwise pay Bronco Creek Exploration Inc. ("Bronco"), which was the original owner of the CW claims and was subsequently acquired by DHI, $25,000 for the 2019 option payment due under an agreement relating to the CW claims on June 30, 2019;

(d)$50,000 on the first anniversary of the Option Date;

(e)$50,000 on the second anniversary of the Option Date;

(f)$50,000 and on the third anniversary of the Option Date; and

(g)$100,000, on the fourth and final anniversary of the Option Date.

At the option of the Optionee, any of the Payments may be made by the Optionee issuing the equivalent value in Common Shares, to Ely Gold at the volume weighted average price ("VWAP") per Common Share on the TSXV for the 30 trading days prior to the payment date of the Payment, except that the Payment shall be made in cash if the VWAP is less than $0.10.

Also pursuant to the Green Springs Option Agreement, Contact Gold shall pay all mining claim maintenance and rental fees that would be otherwise due to the appropriate government agency or agencies and all amounts that would be due and payable to other parties of underlying agreements.

The underlying surface in the project area is administered by the BLM and the United States Forest Service (the "USFS").

The BLM administers all unpatented mining claims. These require a $165 per claim annual rental fee paid to the BLM and a payment of $12 per claim to the respective county. These payments have been made and the claims are in good standing through August 31, 2021.

Royalties

The Green Springs property is subject to the following royalties: (a) a 3.0% NSR royalty on the two Cox claims; (b) 3.0% NSR royalty on the 76 GSR and GRS claims; (c) a 3.5% NSR royalty on the 115 CW claims; (d) a 4.5% NSR royalty on the 27 CAT claims.

The Green Springs property is also subject to the following advance royalties: (a) an annual advance royalty payment on the CW claim block, to be set off and credited against 80% of royalty payments as they become due, in the amount of 20 troy ounce (or cash equivalent) and increased 35 troy ounces after the issuance of a Feasibility Study and until commencement of commercial production; and (b) a $5,000 annual advance royalty payment on the Bee and Eek claims.

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The claims subject to these various royalty agreements are summarized on Figure 2.

Environmental Liabilities

Contact Gold is currently exploring the Green Springs property under an approved PoO (#09-14-01) that covers 801 acres (324 ha) located on land administered by the USFS in Sections 14, 15, 22, 26, 27, and 34, Township 15N, Range 57E. Within the area of the PoO exploration-related disturbance and reclamation bonding can be conducted in two phases of up to 3.5 acres in phase I and an additional 71.5 acres in phase II. A reclamation bond of $62,100 has been posted with the USFS.

The PoO was submitted to the USFS in October of 2013 by DHI and approved by the USFS in September of 2014.  Enviroscientists Inc. (now EM Strategies), an environmental consulting company, provided the necessary biological baseline studies for vegetation and wildlife; ASM Affiliates completed a cultural resources inventory; and the USFS prepared a geohydrology report in support of the September 2014 Environmental Assessment. 

The Green Springs project also has the requisite Reclamation Permit (#3809) issued by the State of Nevada for disturbance exceeding 5 acres that mirrors the PoO.

In addition, Contact Gold has obtained an approved BLM Notice (NVN-98617, Green Springs Project NOI) for the BLM-controlled portion of the property with a total planned disturbance currently of approximately 0.5 acres located in Sections 21, 28, and 33 of Township 15N, Range 57E. A reclamation bond in the amount of $5,453 has been approved by the BLM.

The Green Springs property is not subject to any known environmental liabilities: Facilities used by USMX Inc. ("USMX", formerly the U.S. Mineral Exploration Company) during mining operations from 1988 to 1990 have been removed and reclaimed. The heap leach pads remain but have been recontoured and revegetated. The three pits are still open but protected by berms and boulders at access points. There are no obvious remaining environmental liabilities, but no inquiries have been made with the BLM or USFS.

History

The Green Springs project is located within the White Pine mining district. Prior to the 1980's there were no known mineral deposits on the property; however, there is one small shaft at the Alpha zone of unknown age.

The potential for gold mineralization at Green Springs was recognized in the first major "rush" of exploration for a newly recognized gold deposit type, the Carlin type gold deposit. The first modern lode mining claims at the Green Springs property were located by USMX in 1979. Since that time, the Green Springs property has been under control of various companies who have conducted exploration programs of differing size and scale; the most extensive historical work was done by USMX, which included production from the Green Springs mine.

The period beginning in the late 1970's represents the first exploration efforts at Green Springs and began with regional reconnaissance by USMX focusing on jasperoid occurrences. USMX staked the initial claims at Green Springs covering a 4 km (2.5 mile) north-trending band of jasperoid outcrops on the western flank of the White Pine Range.  Following that, and until 1986, exploration activities were undertaken by USMX's five joint venture partners. In 1986, USMX themselves took on exploration on the property. Initial efforts were promising. A detailed soil sampling program was conducted over the band of jasperoids that were subsequently found to reflect the main gold trend. Gold values as high as 3.4 g/t Au (0.1 oz/ton) were obtained from soil samples over argillized (decalcified) limestone next to relatively barren jasperoid outcrops in areas that subsequently turned out to be over the main gold deposits.  USMX commenced drilling at the same time and the fourth drill hole in the program intersected 21 metres (69 ft) of 1.9 g/t gold (0.055 oz/ton) USMX's efforts eventually culminated in developing a gold resource and, ultimately, mining from three open pits, starting in 1988. The Green Springs mine operated until 1990.

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After mining ceased, the original USMX claims were eventually abandoned and by the middle 1990's the ground was open again. Former USMX geologist John Cox located two claims along the mineralized trend in the late 1990's which he currently holds.

Following closure of the Green Springs mine, the project area saw essentially no activity until 1997 when Homestake Mining Company ("Homestake") entered the district and established a claim position covering the mine trend and ground to the west. Little is known of Homestake's program other than the drilling of 13 moderately deep drill holes in 1997 and 1998 on BLM ground several hundred metres west of the Green Springs mine trend. Contact Gold has drill hole locations, orientation and lithology data in their database, but possesses no assays or any other information related to Homestake's drilling or other exploration activities. Homestake dropped the claims in 1998.

In 2003, Genesis Gold Corporation ("Genesis") located 65 claims covering the area of historic production and drilling.  The Genesis claim position was subsequently leased to Palladon Ventures Ltd. ("Palladon") in 2004. At the same time, Genesis optioned the two Cox claims and subleased them to Palladon. In 2005, Palladon commissioned a NI 43-101 technical report for the project. Shortly afterward, Palladon signed an option agreement with Maestro Ventures Ltd ("Maestro", later re-named Invenio Resources, "Invenio") in May 2006 to explore the Genesis property. Invenio ultimately terminated its option agreement in 2013, and Genesis relinquished its option of the Cox claims. Both Palladon and Maestro undertook limited exploration programs that included geologic mapping and sampling and Maestro contracted a controlled-source audio-frequency magnetotellurics ("CSAMT") survey. No drilling was done by either company.

In 2008, Bronco located claims surrounding the Genesis claim block to the east and west (CW claims).  Bronco conducted geologic mapping, sampling and a geophysical survey (CSAMT and natural-source). In 2009 they drilled six holes on the west side of the Green Springs mine trend that were designed to test structural interpretations derived from CSAMT data.

In 2010 Genesis added 11 claims to their position to cover some recently dropped ground in the north end of the Green Springs area over what is now referred to as the Tango target. This brought Genesis' position to a total of 76 claims.

Ely Gold, via its wholly owned subsidiary DHI, purchased the rights to the Genesis claims from Palladon in February, 2013, subject to a royalty interest retained by Genesis.  At the same time, Ely Gold acquired rights to the two Cox claims as well as the CW claims from Bronco.  DHI drilled 14 holes in 2015 in the area of past production and along the mine trend. 

In December 2016, Colorado leased the claims from Ely Gold and extended the claim block to the south with 27 additional claims along the projection of the mine trend in that direction. Colorado conducted a program that included geologic mapping, rock and soil sampling and the drilling of 12 holes in 2017. Their drilling concentrated on peripheral targets along the mine trend to the north and south of the area of production, as well as two holes in the Golf target, situated well east of the mine trend. Colorado Resources terminated their lease agreement in May 2018, with the claims (including those staked by Colorado) reverting back to Ely Gold.

Contact Gold optioned the property from Ely Gold in July 2019 and currently holds the property under option. Contact Gold's work to date has comprised some target evaluation, rock chip sampling and a 10-hole confirmatory drill program.

Historical Mining Resource Estimates 

In April 2013, Ely Gold commissioned a preliminary resource estimation from SRK Consulting, Denver Colorado ("SRK").  According to a technical memorandum dated April 16, 2013, SRK produced a non-CIM compliant resource estimate within only the area of past production at C pit, C North, D pit and E zone. The data provided to SRK comprised assays for 182 drill holes, though many of these holes had incomplete assay information. SRK further noted other issues, including lack of a geologic model, inaccuracies in the topographic model among other items.

Despite the foregoing, SRK estimated an unclassified resource of approximately 72,000 ounces gold at a grade of 0.058 oz/t.  As was noted by SRK and has been noted herein under the headings "Drilling" and "Sample Preparation, Analyses and Security" below, numerous uncertainties exist concerning the historic data. The historical estimate stated within SRK's memorandum is not CIM compliant and should not be relied upon. It is mentioned here only for historical context. A qualified person has not done sufficient work to classify the historical estimate as current mineral resources or mineral reserves and the Corporation is not treating the historical estimate as current mineral resources or mineral reserves.

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Historical Production

Approximately 74,000 ounces of gold was produced at the Green Springs mine by USMX from May 1988 to early 1990. Mining was from three pits, the "C", "C North" and "D" which in total produced 1.1 million metric tons averaging 2.1 g/t (0.061 oz/ton) gold at a cutoff of 0.7 g/t (0.02 oz/ton), with a strip ratio of 2.7 to 1. The largest pit, the C pit, covered three closely spaced mineralized zones that contained one million tons averaging 1.9 g/t gold (0.055 oz/ton). The highest grade gold mined on the Green Springs property was from the D pit, which yielded 140,000 metric tons that averaged 2.4 g/t (0.07 oz/ton) from a single 395-foot by 100- foot by 100-foot shoot (120-m by 30-m by 30-m).  Mined ore was crushed and agglomerated and placed on leach pads with final recovery from carbon columns.  Gold recoveries were reported to be 80%.  USMX ceased operations at Green Springs prior to running out of ore when they acquired the Yankee gold deposits near the Alligator Ridge mine, which they viewed as more lucrative.

Geological Setting, Mineralization and Deposit Types

The Green Springs project is located at the southeast end of the Battle Mountain - Eureka (Cortez) Gold Trend, a northwest alignment of a number of historical and currently producing Carlin style gold deposits that have produced in excess of 23 million ounces of gold and contain more than 35 million ounces of gold in reserves and in combined measured and indicated mineral resources (Source: Annual reports available publicly on the websites for Barrick Gold, Newmont and SSR Mining as compiled by Gustin, 2013). Situated within the Basin and Range province of Nevada, the Green Springs property is located on the western flank of the White Pine Mountain Range, which consists largely of Cambrian through Permian carbonate and clastic sedimentary rocks deposited in shelf and foreland basin environments that have been folded and thrust faulted by Mesozoic compression, and subsequently overprinted by Tertiary extension.

The property is underlain by a sequence of Paleozoic carbonate and siliciclastic sedimentary rocks ranging in age from Devonian to Mississippian. These include the Devonian Guilmette Formation, Devonian-Mississippian Pilot Shale, Mississippian Joana Limestone, Mississippian Chainman Formation and Mississippian Diamond Peak Formation.  Igneous rocks are not abundant on the property, consisting of a small outcrop of felsic intrusive rocks in the northwest part of the claim block and a felsic dike encountered in drilling. Two Cretaceous-age granitic intrusions are exposed at Mount Hamilton, 12 km (7.5 miles) to the north.

Paleozoic strata at Green Springs were affected by a sequence of deformational events that is consistent with that observed across the Basin and Range. These structures include:  folding and thrust faulting of probable Mesozoic age; high-angle faulting that formed north-northeast, west-northwest and north-south striking faults; low-angle younger-over-older faulting of unknown age (though may be Late Mesozoic or Early Tertiary); and Tertiary extension-related faulting that formed north and north-northeast-striking faults as well as low-angle detachments. 

The most prominent features in the Green Springs project area are two parallel north-south trending anticlines that extend through much of the property. These are broad open anticlines plunging slightly to the south-southwest. The Green Springs mine trend, which encompasses the past-producing Green Springs mine and other known mineralized zones, is situated on the faulted western limb of the western of these two anticlines.

Hydrothermal alteration associated with Green Springs gold mineralization is typical of Carlin-type deposits.  Alteration in these deposits is characterized by decalcification (carbonate removal by acidic hydrothermal fluids); silicification in the form of jasperoid; oxidation, generally as limonite and earthy hematite after very fine-grained pyrite; and crystalline barite. Decalcification of the calcareous lower part of the Chainman Formation results in a strongly bleached, porous rock within and in close proximity to mineralized zones at Green Springs. Abundant voids and cavern development in limestone units also occurs and is a result of carbonate removal. Jasperoid is abundant at Green Springs and is largely controlled by stratigraphy, with jasperoid horizons developed at the top and bottom of the gold-hosting lower Chainman limestone and in the upper part of the Joana Limestone. Dark-colored resistant jasperoid outcrops of upper Joana are prevalent across the property.

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Most mineralization discovered to date is oxidized. Some unoxidized intervals with disseminated pyrite have been observed in drill holes at depth, particularly in the dark-colored mudstone/siltstone in both the Chainman and Pilot formations. Based on cyanide leach assays from Contact Gold's recent drilling and preliminary bottle roll tests, cyanide solubilities are generally quite good.

Multielement geochemical analyses on drill samples as well as surface samples at Green Springs indicates that gold is associated with arsenic, antimony, mercury and thallium. This trace element geochemical association is typical of Carlin type gold deposits. Examination of several intervals from Contact Gold's 2019 drill holes show that gold-mineralized intercepts generally contain hundreds of ppm As, tens of ppm Sb, Hg >0.5 ppm (commonly >1 ppm), and Tl >1 ppm (commonly tens of ppm).

The gold mineralization at the Green Springs property is Carlin type, hosted in Devonian and Mississippian limestone and siliciclastic units, namely the Chainman Formation, Joana Limestone and Pilot Shale, and displays many of the hallmarks considered typical of Carlin-type deposits including: (i) hosted by Paleozoic calcareous/clastic sedimentary rocks, (ii) ore zones with diffuse boundaries and extremely fine-grained gold, (iii) hydrothermal alteration dominated by silicification (jasperoid) and decalcification, and (iv) associated anomalous pathfinder geochemistry of arsenic, antimony, thallium, mercury, silver and barium. Historic mining produced gold from the lower Chainman Formation and the upper part of the Joana. Structural controls to known mineralization along the Green Springs mine trend include the faulted western limb of a north to northeast-striking anticline and west-northwest striking cross-faults. Contractional structures including folds and reverse and thrust faults are evident at Green Springs and may serve as structural controls to mineralization.

Carlin-type gold deposits are widely distributed throughout northern and central Nevada and several occur in the region around Green Springs, including the currently producing Pan mine 25 km (15.5 miles) northwest, the Gold Rock development project 10 km (6 miles) northwest, the past producing Griffon mine 16 km (10 miles) southeast, and the currently producing Alligator Ridge (Vantage) mine 70 km (43 miles) north. Each of these nearby deposits occur in a stratigraphic setting similar to Green Springs and share many other similarities relating to mineralization, as do many of the deposits on the well-known Carlin Trend 150 km (100 miles) to the north.

Exploration

The Green Springs project area has been the subject of a number of campaigns of exploration activity carried out by several previous operators and currently by Contact Gold. These exploration programs have included geologic mapping, widespread soil sampling, rock sampling, geophysical surveys (controlled-source audio-frequency magnetotellurics (CSAMT), audio magnetotelluric, natural source (NSAMT) and induced polarization (IP)) and drilling. The most recent activity is Contact Gold's 2019 and ongoing exploration program which has included data compilation, digitization, verification and interpretation of geology, rock chip sampling, target delineation and the drilling of 10 reverse circulation ("RC") holes in 2019 at the Alpha, Bravo, Charlie North and Echo Zones. 

Exploration in the area dates to the late 1970's with a USMX program targeting jasperoid occurrences which led to the staking of claims in 1979. The first drill programs began shortly thereafter. Beginning in 1986, USMX began more aggressive exploration on the property which culminated in resource development and ultimately mining.  The Green Springs mine operated from 1988 to 1990. After cessation of mining, the original claims were abandoned and essentially no activity took place until the late 1990's when Homestake conducted a small program.  The initial claims that constitute the core of the claim position today were staked in 2003 by Genesis.  Since that time the property has been leased to various operators who conducted programs including mapping, sampling, geophysics and some drilling. DHI, Bronco and Colorado Resources Ltd. ("Colorado") each completed small drill programs. Peripheral ground was staked by Bronco in 2008 and by Colorado in 2016. That, plus the addition of a small position on the north end of the property in 2010, resulted in the current claim block of 220 claims.  Contact Gold optioned the claims from subsidiaries of Ely Gold in July 2019.

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Contact Gold's 2019 program comprised field confirmation of mineralized zones and targets, rock sampling and the drilling of 10 RC holes. Their drilling was mainly confirmatory, drilling in zones of known mineralization on various targets across the property but focusing on mineralization in Pilot Shale.

Various exploration targets exist in the project area. USMX originally defined five target areas/mineralized zones, eventually mining gold from two of them. These are mostly located along the main north-south mine trend (Echo, Bravo, Charlie zones); the Alpha target occurs to the northeast of the trend. These targets have seen varying amounts of drilling and it is envisioned that exploration potential still remains in most of them. In addition to these mineralized zones, several other target areas have been identified off of the mine trend. Most of these have not been drill tested.

Drilling

Several drilling campaigns have been carried out at the Green Springs project by various operators, including most recently Contact Gold. Drilling done prior to Contact Gold acquiring the property is considered historic and data relating to that drilling is known to Contact Gold from a drill hole database which was acquired by Contact Gold from Ely Gold in 2019 at the time of acquiring the property. Including recent drilling by Contact, the database includes data for 661 RC drill holes, totalling 38,974 metres (127,834 ft). The average depth of drilling is 59 metres (193.5 ft), and nearly all the holes were vertical with only 43 holes drilled at angles. 

The vast majority of holes in the database were drilled by USMX Inc. (formerly U.S. Minerals Exploration Company) and their JV partners between 1981 and 1987 and many of those holes have been mined out. A total of 29,722 metres (97,488 ft) was drilled in 606 holes during that period.  Since 1990, only 55 holes have been drilled on the project.

Table 3 below outlines the various drilling campaigns carried out at the Green Springs property. The author of the Green Springs Technical Report noted that the completeness of data from historic drilling contained in the database is somewhat variable. The drill data present in the database are believed to have been acquired according to industry-accepted standards at the time the programs were carried out but, due to the lack of assay certificates and field-identified hole locations, no attempt has been made by Contact Gold nor the author to verify data from the bulk of historic drill holes. Though no historic holes have been twinned, Contact Gold's 2019 drill program focused on previously drilled mineralization at the Alpha, Bravo, Charlie North, and Echo zones, and results confirm the presence of mineralization in all of these zones.

Table 3: Drilling campaigns carried out at the Green Springs property

Year	Company	Holes	Metres	Cumulative Metres
1981-1986	USMX JV Partners	69	3957.5	3957.5
1986 - 1987	USMX	495	25018.7	28976.2
1986 - 1987?	USMX? (T series)	32	350.5	29326.7
1986-1987?	USMX? (CV short hole series)	10	395.3	29722
1997-1998	Homestake	13	2962.7	32684.7
2009	Bronco	6	1428.0	34112.7
2015	DHI Minerals (Ely Gold)	14	2066.5	36179.2
2017	Colorado Resources	12	1493.5	37672.7
2019	Contact Gold	10	1301.5	38974.2
Totals		661	38974.2

The data includes gold assays for all drill holes except the T series of 40 holes, which were all subsequently mined out of the Charlie pit; and a series of 10 CV holes in the valley south of the Echo zone, which may have been drilled by someone other than USMX.  (The CV holes are considered inconsequential since they are all too short to have reached the target Chainman/Joana contact.) The remaining drill holes in the database drilled by Bronco, DHI (Ely Gold), Colorado and Contact Gold have gold assays with certificates, and select multielement data, along with down hole surveys and drill logs. Figure 3 below shows the distribution of drill holes at Green Springs.

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All holes drilled to date at the Green Springs property were done by RC; evidently no core drilling has been done.

Contact Gold has no information about the previous operators' methods used to determine drill collar locations. It is not known if collar locations were surveyed professionally by any of the historical operators. Evidence for several historic collar locations has been observed in the field and those locations, some of which are marked with hole identification, closely coincide with collar locations in the database.

Figure 3: Drill hole collar locations at the Green Springs property

Historical Drilling

Contact Gold's data include 632 drill holes from the historical period of drilling (including 75 drilled by USMX JV partners prior to 1986).  An additional 20 holes in the dataset have assay data but no collar locations. Almost all holes were drilled vertically.

USMX's drilling programs were strongly focused on the main mine trend and constitutes the bulk of the historic drilling and the majority of mineralized intercepts from USMX drill holes were from the Charlie, Charlie North and Delta pits and have been mined out. A number of holes were also drilled at the A zone (now called Alpha target), and a scattering of holes were drilled to the south of the E (Echo) zone.

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Homestake conducted a short 2,963 metre 13-hole program in 1997-1998, several hundred metres west of the mine trend with holes angled easterly, presumably to test for peripheral mineralization or a west-trending extension. Contact Gold currently has no other data for these holes and it is unknown whether they encountered mineralization.

Six holes were drilled by Bronco in 2009 totalling 1,428 metres, also located to the west of the mine trend.  Bronco's holes were designed to test structural interpretations derived from CSAMT data. Two of the holes ended in alluvium, one hole ended in Chainman Shale, and the remaining three ended in Joana Limestone. None of the holes tested the upper or lower contacts of the Pilot Shale. Select intervals were assayed, and no significant gold assays were returned from those intervals.

In 2015, DHI completed 14 holes (2,065 metres) on the mine trend (see Table 4). Some of their drilling was largely confirmatory in nature targeting near-surface Chainman Formation in the B, C and E zones; the other objective was to test for deeper mineralization in the Pilot Shale.  Hole GS15-14 collared to the east of the C pit and drilled to the southwest intersected partially oxidized low-grade gold mineralization in the lower Pilot just above the contact with Guilmette Limestone (Cox, 2015). This proof of concept test illustrates the potential for Pilot-hosted mineralization on the mine trend below known mineralization. DHI's 2015 program was largely successful, encountering mineralization in all but two holes.  The best intercept of the program was drilled in the E (Echo) mineralized zone (41.1 metres @ 4.57 g/t Au; 134.8 ft @ 0.133 oz/t) with the hole bottoming in mineralization.

Table 4: Significant gold intercepts from the DHI drilling campaign

Hole #	Depth (m)	Zone	Overall Au Intercept				Included Au Intercepts
			From (m)	To (m)	Interval (m)	Au (g/t)	From (m)	To (m)	Interval (m)	Au (g/t)
GS15-01	79	North C	21.4	68.6	47.2	1.18	21.4	35.1	13.7	2.16
GS15-02	239	North C	36.6	71.6	35	1.21	45.7	64	18.3	1.75
GS15-03	108	North C	47.2	82.3	35.1	0.84	74.7	82.3	7.6	1.45
GS15-04	91	B	13.7	22.8	9.1	1.23
GS15-05	84	B	33.5	35	1.5	0.31
GS15-06	105	E	64	105.1	41.1	4.57 *	70.1	94.5	24.4	6.77
GS15-07	98	E	71.6	77.7	6.1	0.23
GS15-08	99	E	76.2	99.1	22.9	0.34*	76.2	86.9	10.7	0.57
GS15-09	198	E	42.7	67.1	24.4	1.35	45.7	59.4	13.7	1.98
GS15-10	190	E	44.2	48.8	4.6	0.17
GS15-11	157	E	13.7	44.2	30.5	0.62	18.3	33.5	15.2	0.87
GS15-12	178	C	No significant results
GS15-13	198	C	No significant results
GS15-14	239	C	201.2	208.8	7.6	0.29
*Hole ended in mineralization

In 2017, Colorado completed 12 RC drill holes (1,492 metres) and tested primarily peripheral targets at the Echo, Alpha zones and the previously untested Golf target situated west of the mine trend (see Figure 3 above). Four holes in the Echo zone targeted the Chainman/Joana contact, encountering mineralization in all. The 6 holes drilled in the Alpha zone were designed to test the Pilot Shale. All these holes intersected mineralization, for example 38.1 metres @ 1.37 g/t Au (125 ft @ 0.04 oz/t), including 19.81 metres @ 2.36 g/t Au (65 ft @ 0.069 oz/t). The two holes in the Golf target successfully confirmed gold in the subsurface in a target far-removed from the mine trend (e.g. 6.1 m @ 1.12 g/t Au; 20 ft @ 0.032 oz/t). The Colorado drill program was successful in intersecting significant intervals of gold mineralization at all zones (see Table 5 below).

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Table 5: Significant gold intercepts from Colorado Resources 2017 drill program

Hole ID	Zone	Total Depth (m)	From (m)	To (m)	Interval (m)	Au g/t
GSC17-1	E Zone	124.97	76.20	117.35	41.15	3.23
including			89.92	97.54	7.62	9.75
including			91.44	96.01	4.57	12.00
GSC17-2	E Zone	126.49	73.15	124.97	51.82	0.38
including			76.20	99.06	22.86	0.61
GSC17-3	E Zone	118.87	79.25	100.58	21.34	0.23
GSC17-4	E Zone	124.97	74.68	115.82	41.15	1.85
including			80.77	91.44	10.67	4.16
GSC17-5	A Zone	102.11	27.43	67.06	39.62	1.07
GSC17-6	A Zone	120.40	27.43	51.82	24.38	1.75
including			38.10	48.77	10.67	2.89
GSC17-7	A Zone	120.40	24.38	51.82	27.43	0.54
GSC17-8	A Zone	102.11	16.76	54.86	38.10	1.37
including			16.76	36.58	19.81	2.36
GSC17-9	A Zone	141.73	13.72	82.30	68.58	0.82
GSC17-10	A Zone	120.40	18.29	39.62	21.34	1.14
GSC17-11	G Zone	166.12	0.00	9.14	9.14	0.68
GSC17-12	G Zone	124.97	1.52	7.62	6.10	1.12

Drilling by Contact Gold

Contact Gold's 2019 drilling program comprising 10 RC drill holes (1,301.5 metres) was largely confirmatory in nature, designed to put holes in areas of known mineralization in the Echo, Charlie, Bravo and Alpha zones (see Figure 3 above). Four of their holes targeted mineralization in the lower Chainman (Echo, Charlie, Bravo zones) and six holes in the Alpha target targeted the Pilot. All holes were successful in confirming oxide mineralization in all zones. Figures 4 and 5 are example cross sections showing Contact Gold's drill holes in relation to historic drilling.

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Figure 4: E-W cross-section through the Alpha zone showing mineralized intercepts in Pilot Shale from
Contact drill holes GS19-01, -02, -03, -06 in relation to stratigraphy and historic holes. View looking north.

Figure 5: Cross-section through the Echo zones showing
Contact drill hole GS19-07 in relation to historic drilling. View looking north

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All of the 10 drill holes completed by Contact Gold encountered gold mineralization. Drilling in the Echo, Charlie North and Bravo zones on the Green Springs mine trend confirm mineralization in the lower Chainman Formation and holes drilled in the Alpha target to the northeast of the main mine trend intersected mineralization within the Pilot Shale. Geology, alteration, oxidation state and presence of gold mineralization from earlier drilling campaigns was confirmed in Contact Gold's drilling. A tabulation of significant gold intercepts from Contact Gold's 10 2019 drill holes is presented in Table 6 below. True width of drilled mineralization is unknown in most cases, but owing to the primary control being strataform, and stratigraphy generally having shallow dips at Green Springs, is estimated to be at least 70% of drilled thickness.

Table 6: Significant intercepts from Contact Gold 2019 drill holes

As noted previously, many of the historic drill holes at Green Springs have been mined out during production of the Green Springs mine. However, many mineralized intercepts remain. To varying degrees some of these can be considered to represent open mineralization. Some historic holes bottomed in mineralization.  Figure 6 below shows all drilling on the Green Springs Project in relation to the various mineralized zones and exploration targets with select intercepts for Contact Gold's 2019 drilling.

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Figure 6: Map showing all drilling on the Green Springs project
in relation to the various mineralized zones and exploration targets
with select intercepts for Contact Gold's 2019 drilling

Sampling, Analysis and Data Verification

Drilling

Limited information is available on methodologies employed by historic operators at Green Springs, particularly for programs prior to 2015. Hence, for the majority of the historic drilling, parameters such as drill sample collection, chain of custody, sample preparation, quality assurance/quality control ("QA/QC") procedures and analytical techniques are unknown. It is presumed that procedures and techniques employed by historic operators at Green Springs with regards to drill sample collection and transport were consistent with those in common practice at the time, but the author of the Green Spring Technical Report cannot verify this. For those programs where the assay laboratory is known, analyses were carried out by either ALS Global, Bureau Veritas or Actlabs. All three of these laboratories are well known, industry-accepted assay labs which had (and currently have) international ISO 9001 certification.

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Contact Gold's 2019 drill program has the most complete information of all the Green Springs drill campaigns and includes complete information regarding drill sampling collection, chain of custody, prep and analysis.

All drilling is presumed to be done by RC. Though it is possible some of the very earliest drilling employed a conventional drill rig, USMX's drilling (representing the bulk of all drilling at Green Springs) utilized a Drill Systems MPD 1000 RC rig. Given industry standard practice and generally shallow depths drilled, it is unlikely that the more recent programs would have used conventional drilling. No diamond drilling is known to have taken place to date at Green Springs.

Contact Gold employed QA/QC protocols for their 2019 drilling as described further in the section entitled "Analytical Data - Quality Assurance/Quality Control" below.

Surface Sampling

Soil Sampling

The Green Springs property has had extensive soil sampling conducted by various operators. Contact Gold's data contains records for approximately 7000 soil samples which were collected by USMX, Bronco, Colorado and Maestro.  Gold and multielement geochemical methods are known for some of the sampling, but the majority of samples in the database have only location and analytical results. Field sampling techniques employed during the various programs have not been documented except for USMX programs where samples were collected from depths of 10-30 centimetres on a 60 by 30 metre (100 x 200 ft) grid.

All soil samples in Contact Gold's data have gold and multielement analyses though the number of elements varies depending on what analytical package was used.

Rock Sampling

Contact Gold's data contains results for 399 rock samples, which were collected since 2004 by Palladon, Genesis, Maestro, Colorado and Contact Gold. Data for this sampling are complete and include location, description, date, sampler, analytical methods, and Au and multielement geochemical results. All samples were prepped and analyzed by ALS using Au-AA23 for Au and either MEMS-61, MEMS-41 or ME-ICP 41 for multielement analyses. These different multielement packages utilize different sample digestion techniques and analytical instrumentation with different detection limits which can sometimes make it difficult to compare geochemical data from different samples.

It is almost assured that earlier operators conducted rock sampling but the data is apparently no longer available and does not appear in the Contact Gold data set.

Analytical Data - Quality Assurance/Quality Control

Industry-standard QA/QC protocols generally include: the insertion of CRM (certified reference material) standards and barren (blank) samples periodically into the sample stream, collection of duplicate samples (on the drill rig -common with RC drilling, or using ¼ split drill core), and re-analyzing a portion of samples at a second laboratory.

Similar to other drill-related data, information on QA/QC procedures and protocols employed by historic operators at Green Springs is not well known; however, Contact Gold's QA/QC program is well-defined.  It is unknown if historic operators at Green Springs employed QA/QC protocols on their surface samples (predominantly soil). Contact Gold did not employ such protocols with their rock sampling.

In addition to any QA/QC program employed by the operator, analytical laboratories use their own internal QA/QC procedures to ensure sample prep quality, reproducibility of analyses etc. This is certainly the case with ALS, Bureau Veritas and Actlabs. When discrepancies are discerned by these internal laboratory procedures, samples are generally re-prepped or re-analyzed, as required, by the lab before reporting. Neither Contact Gold nor the author has reviewed laboratory internal QA/QC data for Green Springs analytical data.

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No information is available as to what, if any, QA/QC procedures were employed during any of the drill programs undertaken by USMX and its joint venture partners during the 1980's or by Homestake's 13-hole program in 1997-1998. Visual inspection and observations of assay data from Bronco's, DHI's and Colorado's drilling programs suggest that they were inserting control samples, standards and blanks into their drill sample streams, however Contact Gold does not have information as to what CRM (certified reference material) standards were being used. An evaluation of the QA/QC from prior drilling programs cannot be made. It would be advisable for Contact Gold to continue in their attempts to obtain more data from QA/QC programs of previous operators.

In contrast to historic operators' QA/QC programs, the procedures employed in the execution of Contact Gold's 2019 drilling are well documented. CRM standards and blanks were inserted into the sample stream and some duplicate samples were collected. Second-lab check assays were not done, although it is Contact Gold's intention to do so with select samples from the 2019 drilling as well as with future drill programs. All control samples (standard, blank, duplicate) were assigned sample names sequentially with the rest of the drill hole samples and shipped together with all samples from a given drill hole.

Upon finalization by ALS of an assay work order, a digital file is emailed with assay results and an accompanying certificate. These are reviewed by Contact Gold's geologist for suspect values or control sample failures. The geologist will then instruct ALS of any follow-up on control sample fails if necessary.  Contact Gold considers a control sample fail to be: a gold assay that is outside of (above or below) 3 standard deviations from the accepted value for a given CRM standard (standard deviation data is determined and provided by Rocklabs), a gold value above detection for a blank, or a duplicate sample with greater than 20% deviation from the duplicate's counterpart sample.

Contact Gold's 2019 program comprised a total of 783 drill samples which included 19 control samples (8 CRM standards, 2 blanks, and 9 duplicate samples). The protocol employed by Contact Gold was to insert a control sample (either standard, blank or duplicate) nominally every 20 to 30 samples though this was not strictly followed. Whereas the author considers this extent of control samples passable for a short first-pass confirmatory drill program, it is advised to increase the amount of control samples and the frequency of insertion in subsequent drill programs.

CRM Standards and Blanks

The certified reference material standards used by Contact Gold during its 2019 program were Rocklabs products purchased through A & A Equipment in Elko, Nevada. The standards were purchased in pulp form with sample weights averaging 0.14 kg. The standards used and their accepted gold values were: OXB130 (0.125 ppm), OXE143 (0.621 ppm) and OXJ120 (2.365 ppm). These standards have an oxide matrix and represent a range of accepted gold values considered suitable for the material encountered at Green Springs.

Blank material was purchased from Shea Clark Smith (MEG Labs, Reno Nevada). They were prepared from barren carbonate material and were coarse samples with weights averaging 1.3 kg.

For Contact Gold's 2019 drilling, gold assays reported by ALS for the 8 CRM control samples were all within the 3 standard deviation limit. The two blank control samples did not have detectable gold (<0.005 ppm ALS assay). All standards and blanks from Contact Gold's 2019 drilling were considered passed.

Duplicate Samples

Duplicate samples were prepared at the drill rig by drilling the selected interval and then halving the sample using a riffle splitter.

One duplicate sample from hole GS19006 was initially considered a fail.  Samples GS1906020 and GS1906021 (original and duplicate) returned ALS Au-AA23 assays of 0.316 ppm Au and 0.221 ppm Au, respectively, representing a difference of 0.095 ppm (35% deviation from the sample-pair average of 0.2685 ppm).  Each of the two samples were re-analyzed by ALS by creating new pulps from each sample's reject material and the subsequent values returned were: GS1906020: 0.318 ppm Au and GS1906021: 0.223 ppm Au (i.e. showing good repeatability with the original assays). After further review, Contact Gold determined that a duplicate was never included in the sample sequence and, instead of being a duplicate, sample GS1906021 was actually the subsequent 5-ft sample. This was further evidenced by ALS receiving one less sample (the last sample) than was included on the sample submittal prepared by Contact Gold.  At this point Contact Gold determined that no further follow-up was necessary. 

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Results for the nine duplicate samples were as expected, returning values quite close to the corresponding "original" sample.

Data Verification

Validating Green Springs project data include such details as verifying drill hole collar locations, drill hole analytical results and the accuracy of geologic information. As noted in the Green Springs Technical Report, data verification relating to historic drilling (e.g. collar survey methods, the existence of downhole surveys, gold assay analytical methods, QA/QC protocols, geologic logging parameters) is largely unknown. As pointed out by SRK concerning pre-2013 historic data, much uncertainty exists regarding data verification. 

Evidently, DHI recognized that there were issues regarding collar surveys of earlier drill holes (primarily USMX holes) on the project and undertook re-re-surveying, though Contact Gold is unaware of the results of that effort. It is possible that other operators prior to Contact Gold (e.g. Colorado, Bronco) also made attempts to verify project data that were collected prior to their own involvement. This could be valuable information though the author is unaware that such attempts were made.

As part of the Green Springs Technical Report, during a site visit and subsequent data review, the author was able to verify certain items relating to Green Springs project exploration.  These mostly pertain to Contact Gold's 2019 activity as their program has much more complete information.

Drill Hole Collar Locations

During the site visit, several drill sites were examined in the field.  These include 3 Contact Gold drill sites (representing 6 drill holes due to multiple holes being drilled on a single pad; GS1901, GS1902, GS1903, GS1907, GS1910) and one DHI Minerals drill site (GS15-07). In the field the author obtained UTM NAD 27 Zone 11 coordinates for these sites using a handheld Garmin GPS. Subsequent comparison of these location data coincided well with locations in Contact Gold's database. Drill collar elevations were not obtained by the author in the field due to the inherent inaccuracy of a standard handheld GSP in determining elevations.

Review of Drill Cuttings

While in the field, the author reviewed drill cuttings for 3 drill holes GS1907, GS1903 (Contact Gold holes from the Echo and Alpha zones, respectively) and GS17-01 (Colorado hole from the Echo zone). This review was done together with drill hole gold assays (and trace elements for holes with multielement data) and drill log data. Examination of drill cuttings showed that lithologic contacts and alteration zones were consistent with the logging information in the database. A good correlation was observed between visual alteration/mineralization parameters in the cuttings with reported gold (and trace elements where applicable) on the laboratory assay certificates. These alteration features are typical of Carlin-type gold mineralization.

Analytical Data

Assay Database Audit

Contact Gold supplied the author with laboratory assay certificates (in pdf format) for a number of drill holes to be used to verify a sampling of the assay data as it appears in Contact Gold's database.  Certificates for 3 Contact Gold drill holes (GS19 series), 3 Colorado drill holes (GS17 series) and 3 DHI drill holes (GS15 series) were reviewed.  This represents exploration undertaken on the project since 2015. No attempt was made to verify data related to earlier programs (as previously noted, Contact Gold does not possess assay certificates for much of the historic drilling).  Contact Gold's data include gold assays and some multielement geochemical analyses. Only gold data were examined; no attempt was made to verify the multielement geochemical data. Furthermore, no attempt was made to determine the completeness of Contact Gold's assay database (as noted by SRK (2013) some of the drilling done prior to 2013 had missing assays or incomplete sampling for some holes).  However, for the Contact Gold, Colorado and DHI drill holes reviewed, the author noted the completeness of assay data in the database and noted only one missing assay interval.

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The author verified 131 assay intervals for 3 DHI Minerals holes (GS15-01, -05, -08), representing approximately 10% of the assay records in the database for GS15 series holes.  For the intervals checked, complete agreement was found between the assay certificates and the database except for the one interval with a missing assay in the Contact Gold data. Assay data for 90 samples from 3 holes (GSC17-2, -7 and -12) were verified for Colorado drilling. This represents roughly 10% of the data for GS17 series holes.  Of the 90 intervals checked, 4 errors were found. The number of erroneous occurrences found is not considered significant.

For Contact Gold drill holes (GS19 series) assay intervals were checked and verified from holes GS1901, GS1904, GS1907 and GS1909. Eighty-seven (87) intervals were checked, representing roughly 11% of the assay records for Contact Gold's 2019 drill holes. Complete agreement was found for all records checked.  Contact Gold's handling of their drill assay data appears to be well-executed with no missing samples or discrepancies noted for the drill holes reviewed. It was noted that sample assay values below the laboratory detection limit (<0.005 ppm Au) are entered as 0.0025 ppm. This is good standard industry practice that provides a numerical value as well as distinguishes between a valid analysis and no data.

Quality Assurance/Quality Control (QA/QC)

As discussed previously, QA/QC procedures followed by past operators are largely unknown. It is known that Colorado, Bronco and DHI were inserting blanks and standards into their drill sample streams but Contact Gold has no information as to the standards being employed for any of these programs. No information regarding QA/QC exists for earlier programs (USMX); it is possible that such procedures were not used. As such, no verification of assay data utilizing an analysis of QA/QC results can be done for any of the historical programs. The author recommended that Contact Gold make attempts to procure these data and perform an evaluation in order to help validate of some of the historic data. Contact Gold utilized QA/QC procedures and, as described above, these are well documented.

Limits of Validation

The author validated only a sample of Contact Gold's drill-related data and information. As has been stated, it is known that uncertainties exist surrounding some of the historic (pre-Contact Gold) data. It is possible that errors exist outside of the drill holes checked and drill assays verified. No surface sample assay data was verified; however, as part of the site visit the author examined several mineralized outcrops in conjunction with sample assays and found good correlation between anomalous assay values and visually altered and mineralized outcrop.

Although some of the pre-Contact Gold programs appear to have employed industry standard practices, there still exist uncertainties and much of the data cannot be verified at this time.  For Contact Gold's 2019 program, the author believes the data to be of good quality and accuracy and can be relied upon.

Mineral Processing and Metallurgical Testing

The assay database provided by DHI to Contact Gold did not include any cyanide soluble gold assays or other metallurgical test work from prior operators at Green Springs. As part of Contact Gold's normal analytical protocols employed during their 2019 drill program, all samples yielding fire assay gold results greater than or equal to 0.1 ppm Au were also subjected to cyanide leach assay. This can be considered a preliminary first step in determining gold extractability by cyanide solution. In addition, limited bottle roll testing was conducted as a means of confirming cyanide extractability.

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Cyanide Solubility Analyses 

During the 2019 drill program, Contact Gold's drill sample submittals to ALS Global required all samples be analyzed by fire assay with an atomic absorption finish (ALS method Au-AA23) for gold and, in addition, all samples retuning > 0.1 ppm Au by that method also be analyzed by cyanide leach (ALS method Au-AA13, cyanide leach extraction with atomic absorption spectrometry determination fort gold). This helps provide a factual check on visual oxidation calls from logging from which ultimately a three-dimensional oxide model can be built to constrain a future resource calculation. Overall, both logging and cyanide analyses indicate that oxidation in Contact Gold's drill intercepts containing gold mineralization is mostly complete with generally very good cyanide recoveries, though some of the intercepts from the Alpha zone exhibit lesser cyanide recoveries than those from other zones.

Based on cyanide assays, most of the gold mineralization intersected during Contact Gold's 2019 drilling is non-refractory. Table 7 lists gold mineralized intervals from the 2019 drilling with determination of oxidation as determined by cyanide assays (Au-AA313). The best oxide interval was from drill hole GS19-07 which returned a weight-averaged fire assay value of 2.369 g/t Au over 70.1 metres (0.069 oz/t over 230 ft). Calculating the same interval with cyanide assays yields an average of 2.388 g/t Au (0.070 oz/t).

Table 7: Gold mineralized intercepts from Contact Gold's 2019 drilling with determination of oxidation based on cyanide solubility assays (Au-AA13).

Bottle Roll Testing 

In 2020, three cyanide bottle roll tests were completed on composite samples from 2019 RC drill intercepts from the Alpha, Bravo and Echo Zones. Composites were made by combining individual 5 ft sample intervals from single drill holes in each zone. Two composites were from Chainman/Joana-hosted mineralization in the Echo and Bravo Zones (holes GS19-07 in the Echo zone and GS19-10 in the Bravo zone) and were logged as oxide. The third composite was from hole GS19-02 in the Alpha zone and was logged as mixed oxide and sulfide from the lower Pilot Shale. Bottle roll tests were carried out by ALS Global, Reno Nevada utilizing method Au-AA14 (cyanide extraction of a 1 kg sample using a 12-hour agitated leach followed by atomic absorption spectrometry determination of Au).

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Bottle roll test results are as follows in Table 8 below, using original Fire Assay and Gravimetric methods:

Table 8: Summary of bottle roll test results conducted by ALS for Contact Gold
on 2019 RC drilling at Green Springs

Zone	Hole ID	Start	End	Interval	Bottle Roll	BR recovery vs
		metres	metres	metres	Assay	FA/AA +/-Grav
Alpha	GS19-02	24.38	50.29	25.91	0.78	49%
Echo	GS19-07	85.34	106.68	21.34	6.02	108%
Bravo	GS19-10	12.19	35.05	22.86	1.04	99%

The Alpha zone composite showed reduced cyanide extractability presumably due to the composite being made up of both oxidized and unoxidized samples. Ten of the samples, representing 15.2 metres (50 ft), individually showed approximately 90% cyanide solubility in the Au-AA13 analyses. Seven of the samples included in the composite, representing 10.67 metres (35 ft) showed less than 20% cyanide solubility. The author of the Green Springs Technical Report noted that future work should focus on testing these material types separately. Individual cyanide assays (Au-AA13) in the Alpha zone, hosted within the Pilot Shale, shows cyanide extractability within the mineralized zone increasing with depth towards the limestone contact.

The author of the Green Springs Technical Report commented that overall, the initial bottle roll tests from Green Springs are encouraging and demonstrate the amenability of both the remaining Chainman Shale-hosted mineralization, as well as the underexplored Pilot Shale-hosted mineralization to cyanide extraction methods. The author also recommended that future work include additional bottle roll testing and, ultimately, column leach tests which would help evaluate potential amenability to heap leach processing for Green Springs mineralization.

Mineral Resource and Mineral Reserve Estimates 

There are no mineral resource estimates for the Green Springs property. There has been insufficient exploration to define a mineral resource.

Exploration, Development and Production

In the opinion of the author of the Green Springs Technical Report, the Green Springs project clearly warrants additional exploration investment and an aggressive work program is therefore recommended. 

Multiple, high quality drill targets have been identified by Contact Gold along the Green Springs mine trend of deposits and zones including Alpha and Tango in the north part of the property, to Bravo, Charlie North, Echo Zones and the Zulu target in the south. The parallel anticline trend located 1 km east of the mine trend encompassing the Whiskey, Foxtrot, Golf and other unnamed targets south of Golf represents additional exploration potential. Detailed geologic mapping, and surface rock and soil sampling has been completed, and this in combination with existing CSAMT data is sufficient to define at least nine, drill-ready targets, though further surface investigations should be completed to both refine existing targets and to develop new targets elsewhere in the Green Springs project area. To this end, detailed mapping focused on gold and trace element soil anomalies should continue, accompanied by selective rock-chip sampling of altered or otherwise permissive outcrops. Gravity and possibly magnetic surveys are recommended to provide additional data upon which to target drill holes, especially in areas that are covered, or have poor exposure of geology. Core drilling should be at least 20% of the total metreage to provide the exploration team with the details of the project stratigraphy, structure, alteration, and mineralization. Drill core would also allow for additional metallurgical testing.

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Contact Gold's 2019 exploration program confirmed the target concept of primary interest: that gold mineralization occurs within the lower Pilot Shale, particularly at the contact of the Pilot Shale with the underlying Guilmette Limestone. This concept was key to Contact Gold's decision to acquire the project. The remaining potential at the Chainman Shale / Joana Limestone contact appears limited to perhaps 100,000 to 200,000 ounces gold but the Pilot Shale target has been essentially unexplored at Green Springs. The proof of concept program was successful, and so an aggressive approach to pursuing this target along the entire length of the Green Springs mine trend as well as peripheral targets is recommended. Deeper drilling on the northern Carlin trend in the 1980's and early 1990's was key to discovering the giant deposits at Post/Betze, Meikle and Leeville after 20 previous years of mining.

A Phase 1 budget and program totalling $3.77 million is recommended, including 15,000 metres (49,125 ft) of RC and 3,750 metres (12,250 ft) of core drilling is recommended. Depending on the success of the Phase 1 program, a Phase 2 program with a budget of $5.32 million, including an additional 21,000 metres of RC and 5,250 metres of core would be recommended. These programs include drilling and associated road building, additional soil and rock- chip sampling, geologic studies, and geophysics, and resource calculation and metallurgical studies. This work would address already defined targets in and adjacent to the mine trend as well as work on peripheral target areas. Costs for the recommended program are summarized in Table 9. It is the author's opinion that the Green Springs Project is a project of merit and warrants the proposed program and level of expenditures outlined below.

Table 9: Recommended exploration budget for Green Springs

Item	Phase 1 (US$)	Phase 2 (US$)
Geology; Soil and Rock Sampling	150,000	175,000
Geophysics Gravity / Magnetics Survey	75,000	75,000
RC Drilling Contractors	1,250,000	1,750,000
Core Drilling Contractors	1,250,000	1,750,000
Drilling Program - Assaying	500,000	700,000
Drilling Program - Personnel	247,500	350,000
Project Supervision and Interpretation	125,000	175,000
Land Holding	100,000	100,000
Permitting and Environmental	60,000	75,000
Resource Calculation	--	100,000
Metallurgy	12,500	70,000
Total	3,770,000	5,320,000

CONSOLIDATED CAPITALIZATION

There have been no material changes in the share and loan capitalization of the Corporation since the date of the Interim Financial Statements (which are incorporated by reference herein).

The following table shows the effect on the cash and share capital of the Corporation as at June 30, 2020 after giving effect to (i) the Offering (assuming no exercise of the Over-Allotment Option) and (ii) the Offering (assuming no exercise of the Over-Allotment Option) and the Redemption Placement. An additional 362,941 Common Shares were issued subsequent to June 30, 2020 to Ely Gold pursuant to the Green Springs Option Agreement (see "The Corporation - Recent Developments"), and a further 140,000 Common Shares were issued pursuant to the exercise of warrants, and the figures in the table below are inclusive of these issuances.  The following should be reviewed in conjunction with the Interim Financial Statements which have been prepared in accordance with US GAAP.

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As at June 30, 2020
		After Giving Effect to the Offering	After Giving Effect to Offering and Redemption Placement(6)
Cash and cash equivalents	$611,467	$12,741,467(1)	$7,741,467(1)
Common Shares	$45,760,016 (96,971,973 Common Shares)	$57,977,229 (164,974,914 Common Shares)(2)(4)	$71,400,329 (233,811,325 Common Shares)(3)(4)
Warrants	12,500,000	46,110,000(2)	46,110,000(3)
Broker Warrants	Nil	4,050,000(5)	4,050,000(5)
Preferred Stock	US$11.1M (11,111,111 Preferred Stock)	Nil Preferred Stock issued and outstanding after completion of Redemption Placement(6)	Nil Preferred Stock issued and outstanding after completion of Redemption Placement(6)

(1)After deducting the applicable Underwriters' Fee and the expenses of the Offering, estimated to be $581,000.

(2)175,099,914 Common Shares and 51,172,500 Warrants, if the Over-Allotment Option is exercised in full for Additional Units.

(3)243,936,325 Common Shares and 51,172,500 Warrants, if the Over-Allotment Option is exercised in full for Additional Units.

(4)Inclusive of 362,941 Common Shares issued subsequent to June 30, 2020 to Ely Gold pursuant to the Green Springs Option Agreement and 140,000 Common Shares issued pursuant to the exercise of warrants. See "The Corporation - Recent Developments". As at the date hereof, there are an additional 8,520,000 Common Shares issuable upon the exercise of outstanding stock options.  There are also an additional 943,479 Common Shares issuable upon the exercise of deferred share units ("DSUs") held by certain directors of the Corporation and an additional 239,220 Common Shares issuable upon the exercise of Restricted Share Units ("RSUs") held by certain officers and employees of the Corporation.

(5)4,657,500 Broker Warrants, if the Over-Allotment Option is exercised in full for Additional Units and assuming no sales to persons on the President's List.  It is anticipated however, that approximately 5,902,000 Offered Units will be sold to persons on the President's List, which would reduce the number of Broker Warrants by 177,075 to 3,872,925 Broker Warrants assuming no exercise of the Over-Allotment Option and to 4,480,425 Broker Warrants if the Over-Allotment Option in exercised in full for Additional Units.

(6)Pursuant to the terms of the Waterton Letter of Intent, a minimum of $5,000,000 of the proceeds will be applied to redeem a portion of the Preferred Stock at the Redemption Amount, the Redemption Placement will be completed and the proceeds thereof will be applied to redeem all of the then remaining issued and outstanding Preferred Stock . See "Use of Proceeds", "The Corporation - Recent Developments - Waterton Letter of Intent" and "Description of Preferred Stock". As at the date hereof, Waterton holds approximately 32.16% of the issued and outstanding Common Shares. After giving effect to the Offering and the Redemption Placement (assuming $5,000,000 of the proceeds from the Offering is applied to redeem a portion of the Preferred Stock), Waterton will hold approximately 42.85% (assuming no exercise of the Over-Allotment Option) and no Preferred Stock.

USE OF PROCEEDS

The net proceeds to the Corporation from the Offering is estimated to be $12,109,000 ($14,012,500 if the Over-Allotment Option is exercised in full for Additional Units), after deducting the Underwriters' Fee in the amount of $810,000 ($931,500 if the Over-Allotment Option is exercised in full for Additional Units), and the estimated expenses of the Offering of $581,000, which will be paid out of the proceeds of the Offering. The calculations in this section assume that no sales are being made to persons on the President's List.

The net proceeds of the Offering (assuming no exercise of the Over-Allotment Option) are anticipated to be applied as follows:

Use of Net Proceeds
Gross Proceeds	$13,500,000
Underwriters' Fee	$810,000(4)
Estimated Expenses of the Offering	$581,000
Net Proceeds	$12,109,000
Exploration Expenditures at the Green Springs Project(1)	$3,550,000
Exploration Expenditures at the Pony Creek Project(2)	$1,500,000
Exploration Expenditures at the other Contact Properties	$350,000
Partial Redemption of Preferred Stock	$5,000,000(3)
General working capital	$1,709,000(4)
Total Use of Net Proceeds	$12,109,000(4)

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(1)Planned drilling program to occur in two phases, with an expected 2,500 metres of core drilling and 12,000 metres of RC drilling, gravity survey, CSAMT infill work, detailed mapping of key areas, small soil surveys and additional rock sampling. The drilling strategy will be to focus on low risk offsets of best historic holes needed to define a future mineral resource (40%), to conduct deeper tests under the mine trend (30%) and to explore additional frontier targets at the Gold and Zulu zones (30%).

(2)Planned drilling program, with an expected 1,200 metres for core drilling and 3,500 metres for RC drilling. The drilling strategy will be to focus on expanding known zones - Stallion, North Bowl/Palomino, Pony Spur and Appaloosa - (70%) and to explore new targets - Mustang and Elliot - (30%).

(3)A minimum of $5,000,000 of the proceeds will be applied to redeem a portion of the Preferred Stock at the Redemption Amount. See "The Corporation - Recent Developments - Waterton Letter of Intent", "Description of Preferred Stock" and "Risk Factors - Use of Proceeds".

(4)The foregoing table assumes that no sales are being made to persons on the President's List. It is anticipated however, that approximately 5,902,500 Offered Units will be sold to persons on the President's List which would reduce the Underwriters' Fee by $35,415 to $774,585 and increase the net proceeds to the Corporation by an equivalent amount to $12,725,415 ($12,144,415 after deducting the estimated expenses of the Offering). Any increase in proceeds resulting from sales under the President's List is anticipated to increase the use of proceeds allocated to general working capital.

Such allocation of net proceeds may be subject to future revision depending on, among other factors, market conditions, commodity prices, drilling costs and availability of drilling and production equipment, future operating results, including the capital market response thereto, and acquisition opportunities.

If the Over-Allotment Option is exercised in full for Additional Units, the Corporation will receive additional net proceeds of $1,903,500 after deducting the Underwriters' Fee. The net proceeds from the exercise of the Over-Allotment Option, if any, is expected to be applied to expand planned exploration programs, and for general working capital purposes. There is no assurance that the Over-Allotment Option will be exercised, in part or in full.

The above-noted allocation represents the Corporation's intention with respect to its use of proceeds based on current knowledge and planning by management of the Corporation. There may be circumstances where, for sound business reasons, the Corporation reallocates the use of proceeds in a manner that management of the Corporation believes to be in the best interests of the Corporation.  In such circumstances, the actual expenditures may differ from the estimates set forth above.  See "Risk Factors - Use of Proceeds".

During each of the fiscal year ended December 31, 2019 and the six-month period ended June 30, 2020, the Corporation had negative cash flow from operating activities. As at December 31, 2019, the Corporation had a working capital deficit of approximately $0.06 million (December 31, 2019 working capital of approximately $0.74 million) and as at June 30, 2020 had working capital of $0.26million.  The Corporation has no history of revenues from its operating activities and anticipates it will continue to have negative cash flow from operating activities in future periods until commercial production is achieved at its mineral projects. To the extent that the Corporation has negative cash flow in any future period, certain of the proceeds from the sale of the Offered Units may be used to fund such negative cash flow from operating activities. See "Risk Factors - Negative Cash Flow from Operations".

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Authorized Capital

The Corporation is authorized to issue 515,000,000 shares in the capital of the Corporation, of which 500,000,000 are designated as Common Shares, par value US$0.001 per Common Share and 15,000,000 are designated as preferred stock, par value US$1.00 per preferred stock (the "Preferred Stock"). As of the date hereof, 97,474,914 Common Shares and 11,111,111 Preferred Stock are issued and outstanding.

Common Shares

Holders of the Common Shares are entitled to one vote for each Common Share held on all matters submitted to a shareholder vote. Holders of the Common Shares do not have cumulative voting rights. Therefore, the holders of a majority of the Common Shares voting for the election of directors can elect all of the directors. Holders of the Common Shares representing one-third (⅓) of the voting power of the capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of the holders of Common Shares. A vote by the holders of a majority of the outstanding Common Shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the articles of incorporation of the Corporation. Holders of the Common Shares have no preemptive rights, no conversion rights and there are no redemption provisions applicable to the Common Shares. There are no provisions for sinking or purchase funds, for permitting or restricting the issuance of additional securities and any other material restrictions, and for requiring a holder of Common Shares to contribute additional capital.

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Subject to the rights of holders of Preferred Stock (see "Description of Preferred Stock"), holders of the Common Shares are entitled to share in all dividends that the board of directors of the Corporation (the "Board"), in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding Common Share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any outstanding as such time, having preference over the Common Shares.

Warrants

The Warrants will be governed by the terms of a warrant indenture (the "Warrant Indenture") to be dated as of the Closing Date between the Corporation and Computershare Trust Company of Canada (the "Warrant Agent"), as warrant agent.  The following summary of certain anticipated provisions of the Warrant Indenture does not purport to be complete and is subject in its entirety to the detailed provisions of the Warrant Indenture.  Reference is made to the Warrant Indenture for the full text of the attributes of the Warrants which will be filed by the Corporation under its corporate profile on SEDAR following the closing of the Offering.  A register of holders will be maintained at the principal offices of the Warrant Agent in Vancouver, British Columbia.

The Unit Shares and the Warrants comprising the Offered Units will separate on the closing of the Offering.  Each Warrant will entitle the holder to acquire, subject to adjustment in certain circumstances, one Warrant Share at an exercise price of $0.27 on or before 4:30 p.m. (Vancouver time) on the date that is 24 months from the Closing Date, after which time the Warrants will be void and of no value.

The Warrant Indenture will provide for adjustment in the number of Warrant Shares issuable upon the exercise of the Warrants and/or the exercise price per Warrant Share upon the occurrence of certain events, including:

(i)the issuance of Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all of the holders of the Common Shares as a stock dividend or other distribution (other than a distribution of Common Shares upon the exercise of Warrants);

(ii)the subdivision, redivision or change of the Common Shares into a greater number of shares;

(iii)the reduction, combination or consolidation of the Common Shares into a lesser number of shares;

(iv)the issuance to all or substantially all of the holders of the Common Shares of rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issuance, to subscribe for or purchase Common Shares, or securities exchangeable for or convertible into Common Shares, at a price per share to the holder (or at an exchange or conversion price per share) of less than 95% of the "current market price", as defined in the Warrant Indenture, for the Common Shares on such record date; and

(v)the issuance or distribution to all or substantially all of the holders of the Common Shares of shares of any class other than the Common Shares, rights, options or warrants to acquire Common Shares or securities exchangeable or convertible into Common Shares, of evidences of indebtedness, or any property or other assets.

The Warrant Indenture will also provide for adjustments in the class and/or number of securities issuable upon exercise of the Warrants and/or exercise price per security in certain cases in the event of the following additional events: (a) reclassifications of the Common Shares or a capital reorganization of the Corporation (other than as described in clauses (i) or (ii) above), (b) consolidations, amalgamations, arrangements, mergers or other business combinations of the Corporation with or into another entity, or (c) any sale, lease, exchange or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another entity, in which case each holder of a Warrant which is thereafter exercised will receive, in lieu of Common Shares, the kind and number or amount of other securities or property which such holder would have been entitled to receive as a result of such event if such holder had exercised the Warrants prior to the event.

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The Corporation will also covenant in the Warrant Indenture that, during the period in which the Warrants are exercisable, it will give notice to holders of Warrants of certain stated events, including events that would result in an adjustment to the exercise price for the Warrants or the number of Warrant Shares issuable upon exercise of the Warrants, at least 14 days prior to the record date or effective date, as the case may be, of such events.

No fractional Warrant Shares will be issuable upon the exercise of any Warrants, and no cash or other consideration will be paid in lieu of fractional shares.  Holders of Warrants will not have any voting or pre-emptive rights or any other rights which a holder of Common Shares would have. The Warrants will be transferable in accordance with the terms of the Warrant Indenture.

From time to time, the Corporation and the Warrant Agent, without the consent of the holders of Warrants, may amend or supplement the Warrant Indenture for certain purposes, including curing defects or inconsistencies or making any change that does not adversely affect the rights of any holder of Warrants.  Any amendment or supplement to the Warrant Indenture that adversely affects the interests of the holders of the Warrants may only be made by "extraordinary resolution", which will be defined in the Warrant Indenture as a resolution either (a) passed at a meeting of the holders of Warrants at which there are holders of Warrants present in person or represented by proxy representing at least 20% of the aggregate number of the then outstanding Warrants and passed by the affirmative vote of holders of Warrants representing not less than 66⅔% of the aggregate number of all the then outstanding Warrants represented at the meeting and voted on the poll upon such resolution or (b) adopted by an instrument in writing signed by the holders of not less than 66⅔% of the aggregate number of all then outstanding Warrants.

The Warrants will only be delivered in certificated form (such as via Computershare's Quickcert system) or on a non-certificated basis under a Direct Registration System (DRS) maintained by the Warrant Agent

Neither the Warrants nor the Warrant Shares have been registered under the 1933 Act or any state securities laws, and the Warrants may be exercised only if the Warrant Shares are registered under the 1933 Act and applicable state securities laws or an exemption from such registration requirements is available.  The offer and sale of the Offered Units, Unit Shares, Warrants and Warrant Shares have been or will be qualified under Regulation A of the 1933 Act, which permits the qualification of securities that issued upon exercise of outstanding warrants under Rule 251(d)(3)(i)(C) and Rule 251(d)(3)(i)(F) of Regulation A; provided that the issuer is current in its annual and semi-annual filings pursuant to Rule 257(b) of Regulation A.  The Corporation has agreed to file its annual and semi-annual filings pursuant to Rule 257(b) during the period in which the Warrants remain exercisable.

Broker Warrants

The Corporation has agreed to issue the Underwriters that number of Broker Warrants as is equal to 6.0% of the number of Offered Units sold under the Offering (including in respect of any exercise of the Over-Allotment Option), other than in respect of sales to persons on the President's List on which Broker Warrants equal to 3.0% of the number of Offered Units sold to the President's List will be issued.  Each Broker Warrant shall be exercisable to purchase, subject to adjustment in certain circumstances, one Broker Share at a price of $0.27 for a period of 24 months following the Closing Date. The terms governing the Broker Warrants will be set out in the certificates representing the Broker Warrants, and will include, among other things, customary provisions for the appropriate adjustment of the class and number of the Broker Shares issuable pursuant to any exercise of the Broker Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Common Shares, any capital reorganization of the Corporation or any merger, consolidation or amalgamation of the Corporation with another entity. This Prospectus qualifies the issuance of the Broker Warrants.

The Broker Warrants have been deemed compensation by the Financial Industry Regulatory Authority Inc. ("FINRA") and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1). In accordance with FINRA Rule 5110(e)(1), neither the Broker Warrants nor any securities issuable upon exercise of the Broker Warrants may be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the qualification date of the U.S. Offering Circular or the commencement of sales under the Offering, except to any underwriter and selected dealer participating in the Offering and their bona fide officers or partners and except as otherwise provided for in FINRA Rule 5110(e)(2).

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DESCRIPTION OF PREFERRED STOCK

As at the date hereof, Contact Gold had 11,111,111 shares of Preferred Stock issued and outstanding. The holders of Preferred Stock, currently solely Waterton, are entitled to certain rights and preferences, including, but not limited to, the following as set out below, in all cases subject to the Waterton Letter of Intent and the transactions contemplated thereby. As at September 22, 2020, the estimated Redemption Amount (as defined below) is approximately US$13.842 million and based on the current conversion price of $1.35 per Common Share (approximately US$1.014 based on the Bank of Canada exchange rate on September 22, 2020), the 11,111,111 Preferred Stock if fully converted would convert into 13,646,740 Common Shares.

• Voting. Except as expressly provided for in the Nevada Act, the holders of the Preferred Stock shall not be entitled to receive notice of or to attend any meeting of the shareholders of the Corporation and shall not be entitled to vote at any such meeting.

• Redemption. On June 7, 2022 (the "Maturity Date"), and subject to the Nevada Act, the Corporation shall be required to redeem each Preferred Stock for an amount equal to the face value per Preferred Stock (US$1.00) with all accrued and unpaid cumulative dividends thereon to the redemption date (the "Redemption Amount"). The Preferred Stock were issued on June 7, 2017.

Subject to the Nevada Act, at any time and from time to time prior to the Maturity Date, the Corporation shall be entitled to redeem all or any part of the Preferred Stock for the Redemption Amount. Upon receiving a notice of redemption from the Corporation, a holder of Preferred Stock will have 10 business days to deliver a conversion notice to exercise its conversion right with respect to all or any portion (subject, in the case of Waterton, to the limitations described below) of the Preferred Stock subject to such notice of redemption, in which case such Preferred Stock shall not be redeemed but shall be converted into Common Shares in accordance with the conversion rights of the Preferred Stock described below.

• Change of Control. If a Change of Control occurs, on or prior to the fourth anniversary of the Preferred Stock (the "Anniversary"), the holder of the Preferred Stock has the option to require the Corporation to redeem all or part of the Preferred Stock for the Change of Control redemption amount (the "CoC Amount"), unless such Change of Control is with Waterton.

The CoC Amount is equal to (a) 115% of the Redemption Amount if there is a Change of Control after the Second Anniversary, but on or prior to the fourth Anniversary; or (b) the Redemption Amount, if there is a Change of Control after the fourth Anniversary, but on or prior to the Maturity Date, provided that, in each case, the CoC Amount is not payable in the event of a Change of Control that is completed with Waterton or an affiliate of Waterton.

• Conversion. Holders of Preferred Stock shall have the right from time to time on or prior to the Maturity Date, to convert all or any part of the Preferred Stock into Common Shares at a conversion price of $1.35 per Common Share (approximately US$1.014 based on the Bank of Canada exchange rate on September 22, 2020). The number of Common Shares to be issued pursuant to such conversion right shall be equal to the sum of the face value of the Preferred Stock together with any accrued and unpaid cumulative dividends thereon to the conversion date divided by the conversion price of the Preferred Stock on the conversion date, such price being subject to adjustment from time to time. In accordance with the terms of the Waterton Governance and Investor Rights Agreement, Waterton may only exercise such conversion right with respect to such number of Preferred Stock from time to time provided that immediately following the conversion thereof, the aggregate number of Common Shares beneficially owned by Waterton and its affiliates shall not exceed 49% of the aggregate number of common Shares issued and outstanding immediately following such conversion.

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• Liquidation. In the event of a liquidation, dissolution or winding-up of the Corporation or other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs or any steps taken by the Corporation in furtherance of any of the foregoing, the holders of Preferred Stock shall be entitled to receive from the assets of the Corporation in priority to any distribution to the holders of Common Shares or any other class of stock of the Corporation, the Liquidation Value (defined in the articles of incorporation of the Corporation as 120% of the Face Value (US$1.00) of the Preferred Stock or US$1.20 per share) per Preferred Stock held by them respectively, but such holders of Preferred Stock shall not be entitled to participate any further in the property of the Corporation.

• Dividends. The holders of the Preferred Stock, in priority to the rights of holders of the Common Shares or other classes of stock of the Corporation, shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the Board out of the assets of the Corporation properly applicable to the payment of dividends, preferential cumulative cash dividends at a fixed rate per annum equal to 7.5%, on a simple and not compounded basis. Such dividends shall be payable no later than the Maturity Date or such earlier date on which the face value of the Preferred Stock becomes due and payable, and the cumulative dividends shall accrue and be cumulative from the date of issue of the Preferred Stock.

The holders of the Preferred Stock shall also be entitled to participate pari passu with the Common Shares in any dividends other than or in excess of the cumulative dividends. Except with the consent in writing of the holders of all of the Preferred Stock then outstanding, no dividend shall at any time be declared and paid on or set apart for payment on any other class of stock of the Corporation in any financial year unless and until the accrued cumulative dividends on all of the Preferred Stock outstanding have been declared and paid or set apart for payment.

• Right of First Offer ("ROFO"). So long as Waterton and/or its affiliates beneficially own or control 33⅓% or more of the Preferred Stock originally issued to them on June 7, 2017, and subject to any other ROFO agreements relating to any of the Contact Gold Properties, the Corporation will be obligated to inform Waterton of its intention to sell, lease, exchange, transfer or otherwise dispose of any of its interests in the Contact Gold Properties that is not a sale of all or substantially all of the Corporation's assets and provide Waterton with a summary of the essential terms and conditions by which it is prepared to sell any specified interest in the Contact Gold Properties. Upon receipt of such divesting notice, Waterton will have a period of 20 business days to accept the offer to sell by the Corporation on the terms contained on the divesting notice. If Waterton has not accepted the terms during the 20 business day period, and the Corporation has not during such same period received a third party offer for such specified interest in the Contact Gold Properties, then the Corporation shall be permitted to sell its specified interest in the Contact Gold Properties to a third party for a period of 180 days from the date of the original divesting notice provided to Waterton on the terms and conditions no less favourable to the Corporation than those contained in the divesting notice.

• Sale of Substantially All of the Corporation's Assets. So long as Waterton and/or its affiliates beneficially own or control 33⅓% or more of the Preferred Stock originally issued to them on June 7, 2017, the Corporation shall not sell, lease, exchange, transfer or otherwise dispose of all or substantially all of its assets without Waterton's prior written consent, which will not be unreasonably withheld or delayed.

• Right of First Refusal ("ROFR"). Subject to the provisions of the Preferred Stock, and subject to any other ROFR agreements relating to any of the Contact Gold Properties, if the Corporation shall have obtained an offer from one or more third party buyers in respect of the sale, lease, exchange, transfer or other disposition of any of the Contact Gold Properties, in whole or in part, in any single transaction or series of related transactions, which offer the Corporation proposes to accept, the Corporation shall promptly provide written notice of such fact to Waterton and offer to enter into such a transaction with Waterton.

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• Restrictions on Operations. The Preferred Stock carry various rights and covenants that may restrict the ability of the Corporation to operate and conduct its business, enter into third party transactions or assume debt or other liabilities.

On August 6, 2020, the Corporation entered into the Waterton Letter of Intent, pursuant to which the parties have agreed to certain terms regarding the redemption of the Preferred Stock.  Pursuant to the Waterton Letter of Intent, on completion of the Offering: (a) the Corporation will apply a minimum of $5,000,000 from the proceeds to redeem a portion of the issued and outstanding Preferred Shares; (b) the Corporation will complete the Redemption Placement to Waterton, and (c) the Corporation will apply the proceeds from the Redemption Placement to redeem all of the then remaining issued and outstanding Preferred Stock.  See "The Corporation - Recent Developments - Waterton Letter of Intent", "Use of Proceeds" and "Risk Factors". 

PARTICIPATION RIGHTS

Pursuant to the terms of the governance and investor rights agreement dated June 7, 2017 between the Corporation, Waterton Nevada Splitter, LLC ("Waterton"), Matthew Lennox-King, Andrew Farncomb, John Dorward, Mark Wellings and George Salamis (the "Waterton Governance and Investor Rights Agreement"), Waterton, a 32.16% shareholder of the Corporation (holding 31,351,649 Common Shares) as at the date hereof, has a contractual participation right to maintain its pro rata ownership percentage of the Corporation in connection with the Offering and any other future equity issuances (the "Waterton Participation Right"). Pursuant to the Waterton Governance and Investor Rights Agreement, Waterton also has director nomination and observer rights, and piggy-back and registration rights commencing in June 2019. The Corporation has provided Waterton with the requisite participation right notice in connection with the Offering and Waterton has notified the Corporation that it does not intend to exercise the Waterton Participation Right in respect of the Offering.

Pursuant to the terms of the investor rights agreement dated June 7, 2017 between Goldcorp USA, Inc. ("Goldcorp") and the Corporation (the "Goldcorp Investor Rights Agreement"), Goldcorp, a 7.69% shareholder of the Corporation (holding 7,500,000 Common Shares) as at the date hereof, has a contractual participation right to maintain its pro rata ownership percentage of the Corporation in connection with the Offering and any future equity issuances (the "Goldcorp Participation Right").  Pursuant to the Goldcorp Investor Rights Agreement, Goldcorp also has the right to require the Corporation to form a technical committee and to nominate 25% of the members of such committee.  The Corporation has provided Goldcorp with the requisite participation right notice in connection with the Offering and Goldcorp has notified the Corporation that it does not intend to exercise the Goldcorp Participation Right in respect of the Offering.

For further information, readers should refer to the Waterton Governance and Investor Rights Agreement and the Goldcorp Investor Rights Agreement, both of which have been filed on the Corporation's profile on SEDAR at www.sedar.com

PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement, the Corporation has agreed to sell and the Underwriters have severally, and not jointly or jointly and severally, agreed to purchase on the Closing Date, an aggregate of 67,500,000 Offered Units at a price of $0.20 per Offered Unit, payable in cash to the Corporation against delivery of such Offered Units, subject to the terms and conditions of the Underwriting Agreement. The obligations of the Underwriters under the Underwriting Agreement may be terminated at their discretion on the basis of "disaster out", "material change out", "market out" and "breach out" provisions in the Underwriting Agreement and may also be terminated upon the occurrence of certain other stated events. The Underwriters are, however, obligated to take up and pay for all of the Offered Units if any of the Offered Units are purchased under the Underwriting Agreement.

Each Offered Unit will consist of one Unit Share and one-half of one Warrant.  Each Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances, one Warrant Share at an exercise price of $0.27, on or before 4:30 p.m. (Vancouver time) on the date that is 24 months from the Closing Date.  The Warrants will be created and issued pursuant to the terms of the Warrant Indenture. The Units will automatically separate into Unit Shares and Warrants on the closing of the Offering.

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The Offering Price was determined by arm's length negotiation between the Corporation and the Underwriters, with reference to the prevailing market price of the Common Shares and a number of factors including: (i) the information set forth in the Prospectus and otherwise available to the Underwriters, (ii) the Corporation's prospects and the history and prospects for the industry in which the Corporation competes, (iii) an assessment of management of the Corporation, (iv) the Corporation's prospects for future earnings, (v) the general condition of the securities markets at the time of the Offering, (vi) the recent market prices of, and demand for, publicly traded Common Shares of generally comparable companies, and (vii) such other factors deemed relevant by the Underwriters and the Corporation.

The Underwriters propose to offer the Offered Units initially at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Offered Units at the Offering Price, the price at which the Offered Units are distributed pursuant to the Prospectus may be decreased and may be further changed from time to time to an amount not greater than the Offering Price, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Offered Units distributed pursuant to the Prospectus is less than the Offering Price.

The TSXV has conditionally approved the listing of the Unit Shares, the Warrant Shares and the Broker Shares. Listing of the Unit Shares, Warrant Shares and Broker Shares will be subject to the Corporation fulfilling all of the listing requirements of the TSXV. There is currently no market through which the Warrants may be sold and purchasers may not be able to resell the Warrants purchased under this Prospectus.  This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants, and the extent of issuer regulation.  See "Risk Factors".

Commissions

In consideration for the services provided by the Underwriters in connection with the Offering and pursuant to the terms of the Underwriting Agreement, the Corporation has agreed to pay the Underwriters the Underwriters' Fee, equal to 6.0% of the aggregate gross proceeds of the Offering (including in respect of any exercise of the Over-Allotment Option), other than in respect of sales to persons on the President's List, on which a cash fee equal to 3.0% will be paid.  As additional consideration for the services rendered in connection with the Offering, the Corporation has agreed to issue the Underwriters that number of Broker Warrants as is equal to 6.0% of the number of Offered Units sold under the Offering (including in respect of any exercise of the Over-Allotment Option), other than in respect of sales to persons on the President's List on which Broker Warrants equal to 3.0% of the number of Offered Units sold to the President's List will be issued.  Each Broker Warrant shall be exercisable to purchase, subject to adjustment in certain circumstances, one Broker Share at a price of $0.27 for a period of 24 months following the Closing Date. This Prospectus qualifies the issuance of the Broker Warrants. It is anticipated that approximately 5,902,500 Offered Units will be sold to persons on the President's List.

The Broker Warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1). In accordance with FINRA Rule 5110(e)(1), neither the Broker Warrants nor any securities issuable upon exercise of the Broker Warrants may be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the qualification date of the U.S. Offering Circular or the commencement of sales under the Offering, except to any underwriter and selected dealer participating in the Offering and their bona fide officers or partners and except as otherwise provided for in FINRA Rule 5110(e)(2).

Subject to certain qualifications and limitations, the Corporation has agreed to indemnify the Underwriters and their directors, officers, employees, shareholders, partners and agents against certain liabilities, including, without restriction, civil liabilities under Canadian securities legislation, and to contribute to any payments the Underwriters may be required to make in respect thereof.

Over-Allotment Option

The Corporation has also granted to the Underwriters the Over-Allotment Option, exercisable in whole or in part in the sole discretion of the Underwriters for a period of 30 days from and including the Closing Date, to purchase up to 10,125,000 Additional Units and/or up to 10,125,000 Additional Shares and/or up to 5,062,500 Additional Warrants, to cover over-allotments, if any, and for market stabilization purposes.  The Over-Allotment Option is exercisable by the Underwriters: (i) to acquire Additional Units at the Offering Price; and/or (ii) to acquire Additional Shares at a price of $0.195 per Additional Share, and/or (iii) to acquire Additional Warrants at a price of $0.01 per Additional Warrant, so long as the aggregate number of Additional Shares and Additional Warrants which may be issued under the Over-Allotment Option does not exceed 10,125,000 Additional Shares and 5,062,500 Additional Warrants.  If the Over-Allotment Option is exercised in full solely for Additional Units, the total price to the public will be $15,525,000, the total Underwriters' Fee will be $931,500, and the net proceeds to the Corporation, before deducting the estimated expenses of the Offering, will be $14,593,500. The foregoing assumes that no sales will be made to persons on the President's List. It is anticipated however, that approximately 5,902,500 Offered Units will be sold to persons on the President's List which would reduce the Underwriters' Fee by $35,415 to $896,085 and increase the net proceeds to the Corporation by an equivalent amount to $14,628,915. The Corporation estimates that the total expenses of the Offering payable by the Corporation will be approximately $581,000.  The Prospectus also qualifies the grant of the Over-Allotment Option. A purchaser who acquires securities forming part of the Underwriters' over-allocation position acquires such securities under the Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

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Market Stabilization Activities

In connection with the Offering, the Underwriters may over-allocate or effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market, including: stabilizing transactions; short sales (i.e., the sale by the Underwriters of a greater number of Common Shares than they are required to purchase in the Offering); and purchases to cover positions created by short sales; and syndicate covering transactions. Such transactions, if commenced, may be discontinued at any time. Stabilizing transactions consist of bids or purchases made for the purpose of preventing or mitigating a decline in the market price of the Common Shares while the Offering is in progress. The Underwriters must close out any short position by purchasing Common Shares in the open market. A short position is more likely to be created if the Underwriters are concerned that there may be downward pressure on the price of the Common Shares in the open market that could adversely affect investors who purchase securities in the Offering.

In addition, in accordance with the rules and policy statements of certain Canadian securities regulators, the Underwriters may not, at any time during the period of distribution, bid for or purchase Common Shares. The foregoing restriction is, however, subject to exceptions where the bid or purchase is not made for the purpose of creating actual or apparent active trading in, or raising the price of, the Common Shares. These exceptions include a bid or purchase permitted under the by-laws and rules of applicable regulatory authorities and the TSXV, including the Universal Market Integrity Rules for Canadian Marketplaces, relating to market stabilization and passive market making activities and a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution.

As a result of these activities, the price of the Common Shares may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time. The Underwriters may carry out these transactions on any stock exchange on which the Common Shares are listed, in the over-the-counter market, or otherwise.

Offering Jurisdictions

The Offering is being made in all of the provinces and territories of Canada, except Québec, and in the United States through the Underwriters or through their United States registered broker-dealer affiliates, as applicable. Other than in Canada and the United States, no action has been taken by the Corporation or the Underwriters that would permit a public offering of the Offered Units pursuant to the Prospectus (and the Form 1-A) in any jurisdiction where action for that purpose is required. Subject to compliance with applicable law, the Underwriters may also offer the Offered Units outside of Canada and the United States, including in the United Kingdom, the European Economic Area, Switzerland and Hong Kong. The Corporation is not making, and the Prospectus does not constitute, an offer to sell or a solicitation of an offer to buy the Offered Units in any jurisdiction where such offer or solicitation is not permitted.

This Prospectus Supplement does not qualify the distribution of any Offered Units outside of Canada.  Cormark Securities (USA) Limited is not registered as a dealer in any Canadian jurisdiction and accordingly, will not, directly or indirectly solicit offers to purchase or sell the Offered Units in Canada. All sales to purchasers in the United States will be made pursuant to the Form 1-A and applicable U.S. securities laws. See "- U.S. Securities Matters" below.

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United Kingdom

With respect to the United Kingdom, the Offering is only being, and may only be, made to, and this Prospectus is only being, and may only be, distributed to and is directed at persons in the United Kingdom who are (1) both (a) a "qualified investor" within the meaning of Article 2€ of Regulation (EU) 2017/1129 (the "Prospectus Regulation"), and (b) within the categories of persons referred to in Article 19(5) (Investment professionals) or Article 49(2)(a) to (d) (High net worth companies, unincorporated associations etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FSMA Order"), or (2) persons in the United Kingdom to whom the Offering may otherwise be made or to whom the Offering may otherwise be directed in the United Kingdom without breach of Sections 21 or 85(1) of the Financial Services and Markets Act 2000, as amended ("FSMA"), all such persons together being referred to as "Relevant Persons". The Offered Units being offered hereunder are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, persons in the United Kingdom who are Relevant Persons. Any person who is in the United Kingdom but who is not a Relevant Person should not act or rely on this Prospectus or any of its contents. This Prospectus does not contain an offer or constitute any part of an offer to the public in the United Kingdom within the meaning of Sections 85 and 102B of FSMA or otherwise. This Prospectus is not an "approved prospectus" within the meaning of Section 85(7) of FSMA, and has not been prepared in accordance with the prospectus regulation rules (the "Prospectus Regulation Rules") contained in the Financial Conduct Authority ("FCA") handbook published and updated from time to time by the FCA (acting in its capacity as the United Kingdom Listing Authority). A copy of this Prospectus has not been, and will not be, delivered to the FCA in accordance with the Prospectus Regulation Rules or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Regulation Rules and its contents have not been examined or approved by the FCA or London Stock Exchange plc, nor has it been approved by an "authorised person" for the purposes of Section 21 of FSMA.

European Economic Area

In relation to each member state of the European Economic Area (each, a "Member State"), no offer of any securities which are the subject of the Offering have been made or will be made to the public in that Member State prior to the publication of a prospectus in relation to such securities which has been approved by the competent authority in that Member State or, where appropriate, approved in another Member State and notified to the competent authority in that Member State, all in accordance with the Prospectus Regulation, except that an offer of securities to the public in that Member State may be made at any time under the following exemptions under the Prospectus Regulation:

• to any legal entity which is a "qualified investor" as defined in Article 2(e) of the Prospectus Regulation;

• to fewer than 150 natural or legal persons (other than "qualified investors"), subject to obtaining the prior consent of the underwriters; or

• in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of securities shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

Each person in a Member State who initially acquires any securities or to whom any offer is made will be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of Article 2(e) of the Prospectus Regulation. In the case of any securities being offered to a financial intermediary as that term is used in Article 5(1) of the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the securities acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any securities to the public other than their offer or resale in a Member State to qualified investors as so defined or in circumstances in which the prior consent of the representative has been obtained to each such proposed offer or resale. 

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The Corporation, the Underwriters and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

For the purposes of this provision, the expression an "offer to the public" in relation to any securities in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase or subscribe for any securities.

Switzerland

This Prospectus Supplement is not intended to constitute an offer or solicitation to purchase or invest in the Offered Units. The Offered Units may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") and no application has or will be made to admit the Offered Units to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this document nor any other offering or marketing material relating to the securities constitutes a prospectus pursuant to the FinSA, and neither this document nor any other offering or marketing material relating to the Offered Units may be publicly distributed or otherwise made publicly available in Switzerland.

Hong Kong

WARNING: The contents of this Prospectus Supplement have not been and will not be reviewed by any regulatory authority in Hong Kong. The purchaser is advised to exercise caution in relation to the Offering. If the purchaser is in any doubt about any of the contents of this Prospectus Supplement, the purchaser should obtain independent professional advice.

Subscription Agreement

Each purchaser will be required to complete, execute and deliver a subscription agreement to purchase the Offered Units in this Offering, except accredited investors (satisfying one or more of the criteria set forth in Rule 501(a) of Regulation D under the 1933 Act) that have a pre-existing relationship with the Underwriters (or a selling group member). The subscription agreement contains customary representations and warranties, including an investor's eligibility as a "Qualified Purchaser" as defined in Rule 256 and the purchase limitations described in Rule 251(d)(2)(i)(c) of Regulation A.

The subscription agreement is governed and construed in accordance with the laws of the State of Nevada and each purchaser consents to the jurisdiction of any state or federal court of competent jurisdiction located within the State of Nevada and irrevocably agrees that all actions or proceedings relating to the subscription agreement may be litigated in such courts; provided however that in accordance with section 27 of the 1934 Act, United States federal courts shall have jurisdiction over all suits and any action brought to enforce any duty or liability created by the 1934 Act or the rules and regulations thereunder and that in accordance with section 22 of the 1933 Act, United States federal and state courts shall have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the 1933 Act or the rules and regulations thereunder.

Settlement

Subscriptions for the Offered Units will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice.

It is anticipated that the Unit Shares will be delivered in electronic form through the DTC system and through direct and indirect participants, including CDS.  The participant through whom a purchaser purchases Offered Units will receive a credit for the Unit Shares on DTC's records.  A purchaser of Offered Units (other than purchasers in the United States) are expected to hold the interest in the Unit Shares through its registered dealer which is a CDS participant and through the DTC participant account maintained by CDS. The ownership interest of each actual purchaser of the Unit Shares, who is referred to herein as a "beneficial owner", is to be recorded on the participant's records.  All interests in the Unit Shares will be subject to the operations and procedures of DTC and CDS (if applicable). The operations and procedures of each settlement system may be changed at any time.

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To facilitate subsequent transfers, all Unit Shares deposited by direct participants with DTC are registered in the name of DTC's nominee, Cede & Co.  The deposit of Unit Shares with DTC and its registration in the name of Cede & Co. or the custodian effect no change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the Unit Shares.  DTC's records reflect only the identity of the direct participants to whose accounts such Unit Shares are credited, which may or may not be the beneficial owners.  The participants and custodian will remain responsible for keeping account of their holdings on behalf of their customers.  Transfers of ownership interests in the Unit Shares are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the applicable securities except in the event that use of the book-entry system for the securities of the Corporation is discontinued.

Cross-market transfers between DTC participants, on the one hand, and CDS participants, on the other hand, will be effected within DTC through the DTC participant that is acting as depositary for CDS. To deliver or receive an interest in securities held in a CDS account, an investor or its representative on its behalf must send transfer instructions to CDS under the rules and procedures of that system and within the established deadlines of that system. If the transaction meets its settlement requirements, CDS will send instructions to its DTC depositary to take action to effect final settlement by delivering or receiving interests in the securities in DTC and making or receiving payment under normal procedures for same-day funds settlement applicable to DTC. CDS participants may not deliver instructions directly to the DTC depositary that is acting for CDS.

The Warrants will only be delivered in certificated form (such as via Computershare's Quickcert system) or on a non-certificated basis under a Direct Registration System (DRS) maintained by the Warrant Agent, and the books and records shall bear a notation that the Warrants were sold in reliance on Regulation A.

Under Rule 15c6-1 of the 1934 Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities that they have purchased pursuant to the Offering prior to the third business day after the purchaser's payment of the purchase price (corresponding to a subscription accepted by the Corporation) will be required, by virtue of the fact that the Offered Units and underlying Unit Shares and Warrants will initially settle T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Offered Units who wish to trade the securities that they have purchased pursuant to the Offering prior to the third business day following the purchaser's payment of the purchase price, and the corresponding acceptance by the Corporation thereof, should consult their own advisor.

Black Out

Pursuant to the Underwriting Agreement, the Corporation has agreed that it shall not directly or indirectly issue, offer, sell, contract to sell, grant any option, right or warrant to purchase, any Common Shares or securities or other financial instruments convertible into or having the right to acquire Common Shares or disclose to the public any intention to do so, for a period of 90 days following the Closing Date, without the prior written consent of the Underwriters, which consent will not be unreasonably withheld or delayed, provided that nothing herein shall prevent or restrict the Corporation from: (i) issuing securities in connection with the Offering or in connection with the Redemption Placement, (ii) issuing Common Shares or securities convertible into or exchangeable for Common Shares pursuant to any equity incentive plan, stock ownership or purchase plan, dividend reinvestment plan or other equity or share based compensation plan in effect on the date hereof; (iii) issuing Common Shares issuable upon the conversion, exchange or exercise of convertible or exchangeable securities or the exercise of warrants or options outstanding on the date hereof, or (iv) issuing Common Shares in connection with any arm's length property acquisition transaction or other corporate acquisitions.

Lock Up

Pursuant to the Underwriting Agreement, the Corporation has agreed to use its best efforts to cause its executive officers and directors to enter into lock-up agreements in favour of the Underwriters on or before the Closing Date, agreeing not to, with limited exceptions, sell or agree to sell (or announce any intention to do so) any Common Shares or securities or other financial instruments convertible into or having the right to acquire Common Shares or enter into any agreement or arrangement to transfer to another, in whole or in part, any of the economic consequences of ownership of Common Shares for a period of 90 days from the Closing Date without the prior written consent of the Underwriters, such consent not to be unreasonably withheld or delayed, and pursuant to the terms of the lock-up agreements.

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U.S. Securities Laws Matters

The Corporation is incorporated under the laws of Nevada, and as such, is deemed to be a U.S. "domestic issuer" (as defined in Rule 902(e) of Regulation S under the 1933 Act). Concurrent with the filing of this Prospectus Supplement, the Corporation has filed the Form 1-A, including the U.S. Offering Circular, pursuant to Regulation A under the 1933 Act with the SEC for purposes of qualifying the Offered Units for offer and sale to the public pursuant to Regulation A under the 1933 Act.  The Form 1-A has not been qualified by the SEC. For the purposes of Regulation A, (a) no money or other consideration is being solicited and if sent, will not be accepted; (b) no offer to buy the Offered Units can be accepted and no part of the purchase price can be received until the Form 1-A is qualified, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date; and (c) any person's indication of interest involves no obligation or commitment of any kind. A copy of the Form 1-A, including the U.S. Offering Circular, is available for review and has been filed under the Corporation's profile on SEDAR at www.sedar.com and at the SEC's website at www.sec.gov or can be obtained by contacting Cormark Securities Inc. at 200 Bay Street, Royal Bank Plaza - North Tower, Suite 1800, Toronto, ON, Canada M5J 2J2.

In a Tier 2 offering of securities pursuant to Regulation A under the 1933 Act, no sale may be made to an investor if the aggregate purchase price paid for the securities is more than (i) 10% of the greater of the investor's annual income or net worth (if the investor is a natural person), or (ii) 10% of the greater of the investor's revenue or net assets (if the investor is not a natural person), unless the investor is an accredited investor (as defined in Rule 501(a) of Regulation D under the 1933 Act).

In addition, until 40 days after closing of the Offering, an offer or sale of the Offered Units within the United States by any dealer (whether or not participating in such offering) may violate the registration requirement of the 1933 Act if such offer or sale is made other than in accordance with an exemption under the 1933 Act.

PRIOR SALES

During the 12-month period before the date of this Prospectus Supplement, the Corporation has issued the following Common Shares, Common Share purchase warrants and securities convertible into Common Shares or Common Share purchase warrants:

Date of Issue	Type of Security	Number Issued	Issue/Exercise/Deemed Price per security
August 17, 2020	Common Shares	140,000	$0.15
July 23, 2020	Common Shares(1)	362,941	$0.185
July 15, 2020	DSUs	207,446	$0.235
May 22, 2020	Units(2)	1,630,000	$0.10
May 5, 2020	Units(2)	3,350,000	$0.10
April 23, 2020	Units(2)	7,520,000	$0.10
April 15, 2020	DSUs	325,000	$0.15
January 16, 2020	Stock Option	2,125,000	$0.19
January 15 2020	RSUs	239,220	$0.185
January 15, 2020	DSUs	216,216	$0.185
October 15, 2019	DSUs	216,216	$0.185

(1)Issued to Ely Gold in satisfaction of the US$50,000 first anniversary payment under the Green Springs Option Agreement. See "The Corporation - Summary Description of the Business - The Green Springs Project".

(2)Issued in connection with the Private Placement. Each Unit was comprised of one Common Share and one Common Share purchase warrant, with each warrant entitling the holder to purchase one Common Share at an exercise price of $0.15 for a period of 24 months from the applicable tranche closing date. The warrants are subject to an accelerated expiry. See "The Corporation - Recent Developments".

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MARKET FOR SECURITIES

The Common Shares of the Corporation are listed on the TSXV under the symbol "C" and on the OTCQB under the symbol "CGOL". The following table sets forth the market price ranges and trading volumes of the Common Shares on the TSXV over the 12-month period prior to the date of this Prospectus Supplement, as reported by the TSXV:

Period	High ($)	Low ($)	Volume
2020
September(1)	0.235	0.175	2,480,405
August	0.255	0.17	3,116,950
July	0.275	0.165	2,507,063
June	0.20	0.13	2,364,072
May	0.16	0.135	1,545,086
April	0.215	0.10	6,037,885
March	0.165	0.08	1,475,290
February	0.19	0.13	2,633,757
January	0.215	0.15	5,451,134
2019
December	0.165	0.14	792,276
November	0.19	0.145	279,053
October	0.215	0.14	950,840
September	0.24	0.16	920,309

Note:

(1)Period from September 1, 2020 to September 22, 2020.

RISK FACTORS

Investing in the Corporation's securities is speculative and involves a high degree of risk due to the nature of the Corporation's business and the present stage of its development.  The business of the Corporation and an investment in the Offered Units is subject to a number of risks and uncertainties, some of which are unknown and could materially adversely affect the Corporation's future business, financial condition and results of operations and prospects.  Purchasers of Offered Units should carefully consider all the information included or incorporated by reference in this Prospectus Supplement and Shelf Prospectus before making an investment decision concerning the Corporation's securities. There are various risks, including those disclosed in the AIF, the Annual MD&A and Interim MD&A, which are incorporated herein by reference, that could have a material adverse effect on, among other things, the properties, business and condition (financial or otherwise) of the Corporation.  In addition to the risk factors set forth in the AIF, the Annual MD&A and Interim MD&A, the following risk factors should be considered.

Negative Cash Flow from Operations

During the fiscal year ended December 31, 2019 and the six-month period ended June 30, 2020, the Corporation had negative cash flow from operating activities. As at December 31, 2019, the Corporation had a working capital deficit of approximately $0.06 million (December 31, 2019 working capital of approximately $0.74 million) and as at June 30, 2020 had working capital of $0.26million.  The Corporation has no source of operating cash flow, does not expect to realize operating cash flow in the near term, and there is no assurance that additional funding will be available to it for exploration and development on commercially acceptable terms, or at all.  The Corporation has incurred net losses in the past and may incur losses in the future and will continue to incur losses until and unless it can derive sufficient revenues from its mineral projects, which will require substantial financial resources. These conditions, including other factors described herein, give rise to a material uncertainty which may cast significant doubt as to whether the Corporation's cash resources and working capital will be sufficient to enable the Corporation to continue as a going concern. To the extent that the Corporation has negative cash flow in any future period, certain of the proceeds from the sale of the Offered Units may be used to fund such negative cash flow from operating activities. See "Use of Proceeds".

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Market Price of Securities

There can be no assurance that an active market for the Common Shares will develop or be sustained after the Offering. The Offering Price has been agreed between the Corporation and the Underwriters based on a number of factors, including market conditions in effect at the time the Offering Price was determined and may not be indicative of the price at which the Common Shares will trade following the completion of the Offering.  The market price of the Common Shares could be subject to significant fluctuations due to various factors and events, including any regulatory or economic changes affecting the Corporation's operations, variations in the Corporation's operating results, developments in the Corporation's business or its competitors, or changes in market sentiment towards the Common Shares. Investors should be aware that the value of the Common Shares may be volatile and investors may, on disposing of the Common Shares, realize less than their original investment or may lose their entire investment.

The Corporation's operating results and prospects from time to time may be below the expectations of market analysts and investors. In addition, stock markets from time to time suffer significant price and volume fluctuations that affect the market price of the securities listed thereon and which may be unrelated to the Corporation's operating performance. These factors include macroeconomic developments and political environments in North America and globally and market perceptions of the attractiveness of particular industries.  Any of these events could result in a decline in the market price of the Common Shares. As at the date hereof, there remains a significant amount of uncertainty and economic disruption caused by Covid-19 that has increased market and share price volatility, eroded global economic conditions, decreased consumer spending, caused historic rises in unemployment rates, caused consumer debt levels to increase and had an adverse impact on access to capital and liquidity. Many industries, including the mining industry, have been impacted by these economic and market conditions.  The Common Shares may, therefore, not be suitable as a short-term investment.  In addition, the market price of the Common Shares may not reflect the underlying value of the Corporation's net assets. The price at which the Common Shares will be traded and the price at which investors may realize the value of their shares will be influenced by a large number of factors, some specific to the Corporation and its proposed operations, and some which may affect the business sectors in which the Corporation operates, including the pervasive and ongoing impact of Covid-19. Such factors could also include the performance of the Corporation's operations, variations in operating results, announcements by the Corporation (i.e. disappointing results of exploratory drilling, the incurrence of environmental liabilities or other material developments), announcements of material developments by the Corporation's competitors, involvement in litigation, large purchases or sales of the Common Shares (including under the Redemption Placement) liquidity or the absence of liquidity in the Common Shares, limited trading volume, the prices of gold and other precious metals, legislative or regulatory changes relating to the business of the Corporation, the Corporation's ability to raise additional funds, other material events and general financial market and economic conditions.  The occurrence of any of these events may adversely affect the Corporation's growth and financial condition and, in the event that the occurrence of any of these events causes the price of the Common Shares to decrease, investors may be forced to sell their shares at a loss.

Use of Proceeds

The Corporation currently intends to allocate the net proceeds received from the Offering as described under the heading "Use of Proceeds"; however, subject to limitations on the use of proceeds from the Offering contained in the Waterton Letter of Intent, management will have broad discretion in the actual application of the net proceeds designated, including to fund capital expenditures on existing mineral properties, acquire additional acreage leaseholds, acquire additional properties and associated leaseholds, pursue strategic corporate interests, or for general corporate purposes, which are subject to change in the future. Management may elect to allocate net proceeds differently from that described herein, if they believe it would be in the Corporation's best interests to do so and shareholders of the Corporation will have to rely upon the judgment of management with respect to the use of proceeds.  Management may spend a portion or all of the net proceeds from the Offering in ways that shareholders of the Corporation may not desire or that may not yield a significant return or any return at all. Shareholders of the Corporation may not agree with the manner in which management chooses to allocate and spend the net proceeds.  The failure by management to apply the net proceeds effectively could have a material adverse effect on the Corporation's business. Pending their use, the Corporation may also invest the net proceeds from the Offering in a manner that does not produce income or that loses value.  See "Use of Proceeds".

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No current market for Warrants

The Corporation has not applied to list the Warrants on the TSXV, there is currently no market through which the Warrants may be sold and purchasers of the Offered Units may not be able to resell the Warrants purchased under this Prospectus. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants, and the extent of issuer regulation

The Warrants do not confer any rights of common share ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire Common Shares at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the Warrants may exercise their right to acquire Common Shares and pay an exercise price of $0.27 per Warrant Share, subject to certain adjustments, prior to the date which is 24 months following the Closing Date, after which date any unexercised Warrants will expire and have no further value. Moreover, following this Offering, the market value of the Warrants, if any, is uncertain and there can be no assurance that the market value of the Warrants will equal or exceed their imputed offering price. There can be no assurance that the market price of the Common Shares will ever equal or exceed the exercise price of the Warrants, and consequently, whether it will ever be profitable for holders of the Warrants to exercise the Warrants.

Investors may lose their entire investment

An investment in the Offered Units is speculative and may result in the loss of an investor's entire investment. Only potential investors who are experienced in high risk investments and who can afford to lose their entire investment should consider an investment in the Corporation.

Dilution

Shareholders of the Corporation will incur immediate and substantial dilution as a result of the Offering and any issuances of Warrant Shares or Broker Shares upon the exercise of the Warrants and Broker Warrants issued pursuant to the Offering will also result in dilution to shareholders. In addition, pursuant to the terms of the Waterton Letter of Intent, on completion of the Offering, the Corporation will apply the minimum of $5,000,000 from the proceeds to redeem a portion of the outstanding Preferred Stock and Waterton will complete the Redemption Placement pursuant to which the Corporation would issue approximately 68,836,411 Common Shares to Waterton (based on an estimated Redemption Amount of US$10.085 million ($13.423 million) at September 22, 2020), resulting in Waterton holding approximately 100,188,060 Common Shares (approximately 42.85% assuming no exercise of the Over-Allotment Option). Also see "Risk Factors - Control of the Company" in the AIF which is incorporated herein by reference.  Any of the foregoing dilutive events may reduce the trading price of the Common Shares, including the Unit Shares and the Warrant Shares.

Further, the Corporation may from time to time raise funds through the issuance of Common Shares or the issuance of debt instruments or other securities convertible into Common Shares. The Corporation cannot predict the size or price of future issuances of Common Shares or the size or terms of future issuances of debt instruments or other securities convertible into Common Shares, or the effect, if any, that future issuances and sales of the Corporation's securities will have on the market price of the Common Shares. Sales or issuances of substantial numbers of Common Shares, or the perception that such sales could occur, may adversely affect prevailing market prices of the Common Shares. With any additional sale or issuance of Common Shares, or securities convertible into Common Shares, shareholders of the Corporation will suffer dilution to their voting power and the Corporation may experience dilution in its earnings per share.

Disruption Caused by the Covid-19 Virus

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including Canada and the United States. On January 30, 2020, the World Health Organization declared the outbreak of Covid-19 a "Public Health Emergency of International Concern".  The outbreak of Covid-19 has resulted in a widespread health crisis that has adversely affected economies and financial markets worldwide.  To date, the Covid-19 outbreak has not had a material impact on the Corporation's business. However, Contact Gold's business and development activities may be materially adversely affected by the continuing disruption caused by the Covid-19 outbreak, including as a result of supply chain delays and disruptions, governmental regulation and prevention measures, labour shortages and shutdowns.  If there is an outbreak of Covid-19 cases at the Corporation's mineral properties or amongst the Corporation's employees or contractors, the Corporation may be required, or may voluntarily, close, curtail or otherwise limit its exploration and other business activities, which would impact the Corporation's business plans and timelines and could have an adverse impact on, among other things, the Corporation's relationships with suppliers, employees and contractors.  Additionally, Covid-19 has disrupted the capital markets world-wide and commodity prices, including gold prices.  Contact Gold may be unable to complete a capital raising transaction (including this Offering) if continued concerns relating to Covid-19 cause significant market disruptions, restrict travel, limit the ability to have meetings with potential investors or the market for the Common Shares does not stabilize in a timely manner.  At this time, the Corporation cannot accurately predict the impact that Covid-19 may have on its exploration activities, business operations or financial results.  The extent to which Covid-19 impacts the Corporation's business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of Covid-19 and the actions to contain Covid-19 or treat its impact, among others. If the disruptions posed by Covid-19 or other matters of global concern continue for an extensive period of time, the Corporation's business may be materially adversely affected.  See "Risk Factors - Market Price of Securities" above.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
FOR U.S. HOLDERS AND NON-U.S. HOLDERS

The following is a general summary of material U.S. federal income tax consequences arising from and relating to the acquisition, ownership and disposition of Common Shares acquired as part of the Offered Units, the exercise, disposition, and lapse of Warrants acquired as part of the Offered Units, and the acquisition, ownership, and disposition of Warrant Shares.

Scope of this Summary

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax consequences arising from and relating to the acquisition, ownership, and disposition of Common Shares, Warrants and Warrant Shares. In addition, this summary does not take into account the individual facts and circumstances of any particular holder that may affect the U.S. federal income tax consequences to such holder. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any holder. Except as discussed below, this summary does not discuss applicable income tax reporting requirements. This summary does not address the U.S. federal net investment income, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences arising from and relating to the acquisition, ownership, and disposition of Common Shares, Warrants and Warrant Shares. Each prospective holder should consult its own tax advisors regarding the U.S. federal, state and local, and non-U.S. tax consequences relating to the acquisition, ownership, and disposition of Common Shares, Warrants and Warrant Shares.

No legal opinion from United States legal counsel or ruling from the Internal Revenue Service (the "IRS") has been requested, or will be obtained, regarding the United States federal income tax consequences related to the acquisition, ownership and disposition of Common Shares, Warrants and Warrant Shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary.

Authorities

This summary is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations (whether final, temporary, or proposed) promulgated thereunder, published rulings of the IRS, published administrative positions of the IRS, and United States court decisions that are applicable and, in each case, as in effect and available, as of the date of this Prospectus Supplement. Any of the authorities on which this summary is based could be changed or subject to differing interpretations in a material and adverse manner at any time, and any such change could be applied on a retroactive basis. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

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U.S. Holders

As used in this summary, the term "U.S. Holder" means a beneficial owner of Common Shares, Warrants and Warrant Shares acquired pursuant to this Prospectus Supplement that is for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the U.S. as determined for U.S. federal income tax purposes;

• a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S., any state thereof or the District of Columbia;

• an estate whose income is subject to U.S. federal income taxation regardless of its source; or

• a trust that (1) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

Non-U.S. Holders

The term "Non-U.S. Holder" means any beneficial owner of Common Shares, Warrants and Warrant Shares acquired pursuant to this Prospectus Supplement that is neither a U.S. Holder nor a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes. A Non-U.S. Holder should review the discussion under the heading "U.S. Federal Income Tax Consequences to Non-U.S. Holders of the Acquisition, Ownership and Disposition of Common Shares, Warrants and Warrant Shares" below for more information. Non-U.S. investors should consult with their own tax advisors regarding the tax consequences of acquiring, owning and disposing of Common Shares, Warrants and Warrant Shares.

Holders Subject to Special United States Federal Income Tax Rules

This summary assumes that U.S. Holders and Non-U.S. Holders will hold Common Shares, Warrants or Warrant Shares as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes). This summary does not address the U.S. federal income tax considerations applicable to holders that are subject to special provisions under the Code, including, but not limited to, holders that: (a) are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (d) have a "functional currency" other than the U.S. dollar; (e) own the Common Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other integrated transaction; (f) acquire the Common Shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) are subject to special tax accounting rules; (h) are partnerships or other pass-through entities (and investors in such partnerships and entities); (i) own, have owned or will own (directly, indirectly, or by attribution) 10% or more of the total combined voting power or value of the outstanding Common Shares; (j) are "controlled foreign corporations" or "passive foreign investment companies"; or (k) are former citizens or former long-term residents of the U.S. Holders that are subject to special provisions under the Code, including holders described immediately above, should consult their own tax advisors regarding the United States federal, state and local, and non-U.S. tax consequences arising from and relating to the acquisition, ownership and disposition of Common Shares, Warrants and Warrant Shares.

If an entity or arrangement that is classified as a partnership (or other "pass-through" entity) for U.S. federal income tax purposes holds Common Shares, Warrants or Warrant Shares, the U.S. federal income tax consequences to such entity and the partners (or other owners) of such entity generally will depend on the activities of the entity and the status of such partners (or owners). This summary does not address the tax consequences to any such owner or entity. Partners (or other owners) of entities or arrangements that are classified as partnerships or as "pass-through" entities for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences arising from and relating to the acquisition, ownership, and disposition of Common Shares, Warrants and Warrant Shares.

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Certain Material U.S. Federal Income Tax Consequences of the Purchase of Offered Units to U.S. Holders and Non-U.S. Holders

For U.S. federal income tax purposes, the purchase of an Offered Unit by U.S. Holders and Non-U.S. Holders will be treated as the purchase of two components: a component consisting of one Common Share and a component consisting of 0.50 of one Warrant. The purchase price for each Offered Unit will be allocated between these two components in proportion to their relative fair market values at the time the Offered Unit is purchased by the holder. This allocation of the purchase price for each Offered Unit will establish a holder's initial tax basis for U.S. federal income tax purposes in the Common Share and 0.50 of one Warrant that comprise each Offered Unit.

For purposes of determining the initial tax basis, the Corporation will allocate $0.195 of the purchase price for each Offered Unit to the Common Share and $0.005 of the purchase price for each Offered Unit to the 0.50 of one Warrant. However, the IRS will not be bound by the Corporation's allocation of the purchase price for the Offered Units, and, therefore, the IRS or a U.S. court may not respect the allocation set forth above. Each holder should consult its own tax advisors regarding the allocation of the purchase price for the Offered Units.

U.S. Federal Income Tax Consequences to U.S. Holders

The Exercise and Disposition of Warrants

Exercise of Warrants

A U.S. Holder generally will not recognize gain or loss on the exercise of a Warrant and related receipt of a Warrant Share (provided no cash is received in lieu of the issuance of a fractional Warrant Share). A U.S. Holder's initial tax basis in the Warrant Share received on the exercise of a Warrant should be equal to the sum of (a) such U.S. Holder's tax basis in such Warrant plus (b) the exercise price paid by such U.S. Holder on the exercise of such Warrant. It is unclear whether a U.S. Holder's holding period for the Warrant Share received on the exercise of a Warrant should begin on the date that such Warrant is exercised by such U.S. Holder or the day following the date of exercise of the Warrant; however, in either case the holding period of a Warrant Share will not include the period during which the U.S. Holder held the Warrant.

Disposition of Warrants

A U.S. Holder will recognize gain or loss on the sale or other taxable disposition of a Warrant in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder's tax basis in the Warrant sold or otherwise disposed of. Any such gain or loss generally will be a capital gain or loss, which will be long-term capital gain or loss if the Warrant is held for more than one year. Long-term capital gains recognized by certain non-corporate U.S. Holders (including individuals) generally will be subject to applicable long-term capital gains rates (currently at a maximum U.S. federal income tax rate of 20%).  Deductions for capital losses are subject to complex limitations under the Code.

Expiration of Warrants without Exercise

Upon the lapse or expiration of a Warrant, a U.S. Holder will recognize a loss in an amount equal to such U.S. Holder's tax basis in the Warrant. Any such loss generally will be a capital loss and will be long-term capital loss if the Warrant is held for more than one year. Deductions for capital losses are subject to complex limitations under the Code.

Certain Adjustments to the Warrants

Under Section 305 of the Code, an adjustment to the number of Warrant Shares that will be issued on the exercise of the Warrants, or an adjustment to the exercise price of the Warrants, may be treated as a constructive distribution to a U.S. Holder of the Warrants if, and to the extent that, such adjustment has the effect of increasing such U.S. Holder's proportionate interest in the Corporation's "earnings and profits" or assets, depending on the circumstances of such adjustment (for example, if such adjustment is to compensate for a distribution of cash or other property to holders of Common Shares). Adjustments to the exercise price of a Warrant made pursuant to a bona fide reasonable adjustment formula that has the effect of preventing dilution of the interest of the holders of the Warrants should generally not result in a constructive distribution. (See the more detailed discussion of the rules applicable to distributions made by the Corporation at "U.S. Federal Income Tax Consequences to U.S. Holders of the Acquisition, Ownership and Disposition of Common Shares and Warrant Shares - Distributions" below).

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The Acquisition, Ownership and Disposition of Common Shares and Warrant Shares

Distributions

The Corporation does not currently expect to make any distributions to holders of the Common Shares or Warrant Shares. However, if the Corporation makes distributions on the Common Shares or Warrant Shares, those distributions will be included in a U.S. Holder's income as ordinary dividend income to the extent of the Corporation's current and accumulated earnings and profits (determined under U.S. federal income tax principles) as of the end of the Corporation's taxable year in which the distribution occurs. With respect to dividends received by certain non-corporate U.S. Holders (including individuals), such dividends are generally taxed at the applicable long-term capital gains rates (currently at a maximum tax rate of 20%), provided certain holding period and other requirements are satisfied. Distributions in excess of the Corporation's current and accumulated earnings and profits will be treated as a return of capital to the extent of a U.S. Holder's adjusted tax basis in the Common Shares or Warrant Shares and thereafter as capital gain from the sale or exchange of such Common Shares or Warrant Shares, which will be taxable according to rules discussed under the heading "Sale, Certain Redemptions or Other Taxable Dispositions of Common Shares and Warrant Shares," below. Dividends received by a corporate holder may be eligible for a dividends received deduction, subject to applicable limitations.

Sale, Certain Redemptions or Other Taxable Dispositions of Common Shares and Warrant Shares

Upon the sale, certain qualifying redemptions, or other taxable disposition of Common Shares or Warrant Shares, a U.S. Holder generally will recognize capital gain or loss equal to the difference between (i) the amount of cash and the fair market value of any property received upon such taxable disposition and (ii) the U.S. Holder's adjusted tax basis in the Common Shares or Warrant Shares. Such capital gain or loss will be long-term capital gain or loss if a U.S. Holder's holding period in the Common Shares or Warrant Shares is more than one year at the time of the taxable disposition. Long-term capital gains recognized by certain non-corporate U.S. Holders (including individuals) will generally be subject to a maximum U.S. federal income tax rate of 20%. Deductions for capital losses are subject to complex limitations under the Code.

Other U.S. Federal Income Tax Consequences

Information Reporting and Backup Withholding

Information reporting requirements generally will apply to payments of dividends on Common Shares and Warrant Shares and to the proceeds of a sale of Common Shares, Warrants or Warrant Shares paid to a U.S. Holder unless the U.S. Holder is an exempt recipient (such as a corporation). Backup withholding will apply to those payments if the U.S. Holder fails to provide its correct taxpayer identification number, or certification of exempt status, or if the U.S. Holder is notified by the IRS that it has failed to report in full payments of dividend income. Backup withholding is not an additional tax, and any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. Holder's U.S. federal income tax liability, if any, provided the required information is furnished in a timely manner to the IRS.

U.S. Federal Income Tax Consequences to Non-U.S. Holders

The Exercise and Disposition of Warrants

Exercise of Warrants

A Non-U.S. Holder generally will not recognize gain or loss on the exercise of a Warrant and related receipt of a Warrant Share (provided no cash is received in lieu of the issuance of a fractional Warrant Share and certain other conditions are present, as discussed below under "Sale or Other Taxable Disposition of Common Shares, Warrants and Warrant Shares").  A Non-U.S. Holder's initial tax basis in the Warrant Share received on the exercise of a Warrant should be equal to the sum of (a) such Non-U.S. Holder's tax basis in such Warrant plus (b) the exercise price paid by such Non-U.S. Holder on the exercise of such Warrant. It is unclear whether a Non-U.S. Holder's holding period for the Warrant Share received on the exercise of a Warrant should begin on the date that such Warrant is exercised by such Non-U.S. Holder or the day following the date of exercise of the Warrant; however, in either case the holding period of a Warrant Share will not include the period during which the Non-U.S. Holder held the Warrant.

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Disposition of Warrants

Subject to the discussion under the heading "Sale or Other Taxable Disposition of Common Shares, Warrants and Warrant Shares" below, a Non-U.S. Holder will recognize gain or loss on the sale or other taxable disposition of a Warrant in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such Non-U.S. Holder's tax basis in the Warrant sold or otherwise disposed of. Any such gain or loss generally will be a capital gain or loss (provided that the Warrant Share to be issued on the exercise of such Warrant would have been a capital asset within the meaning of Section 1221 of the Code if acquired by the Non-U.S. Holder), which will be long-term capital gain or loss if the Warrant is held for more than one year. Any such gain recognized by a Non-U.S. Holder will be taxable for U.S. federal income tax purposes according to rules discussed under the heading "Sale or Other Taxable Disposition of Common Shares, Warrants and Warrant Shares," below.

Expiration of Warrants without Exercise

Subject to the discussion under the heading "Sale or Other Taxable Disposition of Common Shares, Warrants and Warrant Shares" below, upon the lapse or expiration of a Warrant, a Non-U.S. Holder will recognize a loss in an amount equal to such Non-U.S. Holder's tax basis in the Warrant. Any such loss generally will be a capital loss and will be long-term capital loss if the Warrants are held for more than one year. Deductions for capital losses are subject to complex limitations under the Code.

Certain Adjustments to the Warrants

Under Section 305 of the Code, an adjustment to the number of Warrant Shares that will be issued on the exercise of the Warrants, or an adjustment to the exercise price of the Warrants, may be treated as a constructive distribution to a Non-U.S. Holder of the Warrants if, and to the extent that, such adjustment has the effect of increasing such Non-U.S. Holder's proportionate interest in the Corporation's "earnings and profits" or assets, depending on the circumstances of such adjustment (for example, if such adjustment is to compensate for a distribution of cash or other property to holders of Common Shares). Adjustments to the exercise price of a Warrant made pursuant to a bona fide reasonable adjustment formula that has the effect of preventing dilution of the interest of the holders of the Warrants should generally not result in a constructive distribution.  See the more detailed discussion of the rules applicable to distributions made by the Corporation under the heading "Dividends" below.

The Acquisition, Ownership and Disposition of Common Shares, Warrants and Warrant Shares

Dividends

The Corporation does not currently expect to make any distributions to holders of the Common Shares or Warrant Shares. However, if the Corporation makes distributions on the Common Shares or Warrant Shares, those distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from the Corporation's current and accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed the Corporation's current and accumulated earnings and profits, they will constitute a return of capital and will first reduce a Non-U.S. Holder's basis in Common Shares or Warrant Shares, but not below zero, and then will be treated as gain from the sale of stock, which will be taxable according to rules discussed under the heading "Sale or Other Taxable Disposition of Common Shares, Warrants and Warrant Shares," below. If the Corporation is a USRPHC (as defined below) and does not qualify for the Regularly Traded Exception (as defined below), distributions which constitute a return of capital will be subject to withholding tax unless an application for a withholding certificate is filed to reduce or eliminate such withholding. See "Sale or Other Taxable Disposition of Common Shares, Warrants and Warrant Shares" below for a discussion of the treatment of USRPHCs. Additionally, any dividends paid to a Non-U.S. Holder with respect to Common Shares or Warrant Shares generally will be subject to withholding tax at a 30% gross rate, subject to any exemption or lower rate under an applicable treaty if the Non-U.S. Holder provides the Corporation with a properly executed IRS Form W-8BEN or W-8BEN-E, unless the Non-U.S. Holder provides the Corporation with a properly executed IRS Form W-8ECI (or other applicable form) relating to income effectively connected with the conduct of a trade or business within the U.S.

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Dividends that are effectively connected with the conduct of a trade or business within the U.S. and includible in the Non-U.S. Holder's gross income are not subject to the withholding tax (assuming proper certification and disclosure), but instead are subject to U.S. federal income tax on a net income basis at applicable graduated individual or corporate rates. Any such effectively connected income received by a non-U.S. corporation may, under certain circumstances, be subject to an additional branch profits tax at a 30% rate, subject to any exemption or lower rate as may be specified by an applicable income tax treaty.

A Non-U.S. Holder of Common Shares or Warrant Shares who wishes to claim the benefit of an applicable treaty rate or exemption is required to satisfy certain certification and other requirements. If a Non-U.S. Holder is eligible for an exemption from or a reduced rate of U.S. withholding tax pursuant to an income tax treaty, it may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Sale or Other Taxable Disposition of Common Shares, Warrants and Warrant Shares

In general, a Non-U.S. Holder of Common Shares, Warrants or Warrant Shares will not be subject to U.S. federal income tax on gain recognized from a sale, exchange, or other taxable disposition of such Common Shares, Warrants or Warrant Shares, unless:

• the gain is effectively connected with a U.S. trade or business carried on by the Non-U.S. Holder (and, where an income tax treaty applies, is attributable to a U.S. permanent establishment of the Non-U.S. Holder), in which case the Non-U.S. Holder will be subject to tax on the net gain from the sale at regular graduated U.S. federal income tax rates, and if the Non-U.S. Holder is a corporation, may be subject to an additional U.S. branch profits tax at a gross rate equal to 30% of its effectively connected earnings and profits for that taxable year, subject to any exemption or lower rate as may be specified by an applicable income tax treaty;

• the Non-U.S. Holder is an individual who is present in the U.S. for 183 days or more in the taxable year of disposition and certain other conditions are met, in which case the Non-U.S. Holder will be subject to a 30% tax on the gain from the sale, which may be offset by U.S. source capital losses; or

• the Corporation is or has been a "United States real property holding corporation" ("USRPHC") for U.S. federal income tax purposes at any time during the shorter of the Non-U.S. Holder's holding period or the 5-year period ending on the date of disposition of Common Shares, Warrants or Warrant Shares; provided, with respect to the Common Shares and Warrant Shares, that as long as the Common Shares are regularly traded on an established securities market as determined under the Treasury Regulations (the "Regularly Traded Exception"), a Non-U.S. Holder would not be subject to taxation on the gain on the sale of Common Shares or Warrant Shares under this rule unless the Non-U.S. Holder has owned: (i) more than 5% of the Common Shares at any time during such 5-year or shorter period; (ii) Warrants with a fair market value on the date acquired by such holder greater than the fair market value on that date of 5% of the Common Shares; or (iii) aggregate equity securities of the Company with a fair market value on the date acquired in excess of 5% of the fair market value of the Common Shares on such date (in any case, a "5% Common Shareholder"). Since the Warrants are not expected to be listed on a securities market, the Warrants are unlikely to qualify for the Regularly Traded Exception. In determining whether a Non-U.S. Holder is a 5% Common Shareholder, certain attribution rules apply in determining ownership for this purpose.  Non-U.S. Holders should be aware that the Corporation believes it currently is, and expect to continue to be for the foreseeable future, a USRPHC. The Common Shares currently trade on the OTCQB and the TSXV. At this time, it is uncertain whether the Common Shares will continue to be considered as being regularly traded on an established securities market. Accordingly, the Corporation can provide no assurances that the Common Shares, Warrants or Warrant Shares will meet the Regularly Traded Exception at the time a Non-U.S. Holder purchases such securities or sells, exchanges or otherwise disposes of such securities. Non-U.S. Holders should consult with their own tax advisors regarding the consequences to them of investing in a USRPHC. As a USRPHC, a Non-U.S. Holder will be taxed as if any gain or loss were effectively connected with the conduct of a trade or business as described above in "Dividends", and a 15% withholding tax generally would apply to the gross proceeds from the sale of Common Shares, Warrants or Warrant Shares, in the event that (i) such holder is a 5% Common Shareholder, or (ii) the Regularly Traded Exception is not satisfied during the relevant period with respect to the security sold.

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Non-U.S. holders should consult any applicable income tax treaties that may provide for different rules.

Other U.S. Federal Income Tax Consequences

Information Reporting and Backup Withholding

Generally, the Corporation must report annually to the IRS the amount of dividends paid to each Non-U.S. holder, the name and address of the recipient, and the amount, if any, of tax withheld with respect to those dividends. A similar report is sent to each Non-U.S. holder. These information reporting requirements apply even if withholding was not required. Pursuant to tax treaties or other agreements, the IRS may make its reports available to tax authorities in the recipient's country of residence.

Payments of dividends to a Non-U.S. holder may be subject to backup withholding (at the applicable rate) unless the Non-U.S. holder establishes an exemption, for example, by properly certifying its non-U.S. status on an appropriate IRS Form W-8 (or other suitable substitute or successor form). Notwithstanding the foregoing, backup withholding may apply if either the Corporation or its paying agent has actual knowledge, or reason to know, that the beneficial owner is a U.S. person that is not an exempt recipient.

Payments of the proceeds from sale or other disposition by a Non-U.S. holder of Common Shares, Warrants or Warrant Shares effected outside the United States by or through a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, information reporting will apply to those payments if the broker does not have documentary evidence that the holder is a Non-U.S. holder, an exemption is not otherwise established, and the broker has certain relationships with the United States.

Payments of the proceeds from a sale or other disposition by a Non-U.S. holder of Common Shares, Warrants or Warrant Shares effected by or through a U.S. office of a broker generally will be subject to information reporting and backup withholding (at the applicable rate) unless the Non-U.S. holder establishes an exemption, for example, by properly certifying its non-U.S. status on an appropriate IRS Form W-8 (or other suitable substitute or successor form). Notwithstanding the foregoing, information reporting and backup withholding may apply if the broker has actual knowledge, or reason to know, that the holder is a U.S. person that is not an exempt recipient.

Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code, the Treasury Regulations promulgated thereunder and other official guidance (commonly referred to as "FATCA") on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on Common Shares or Warrant Shares paid to a "foreign financial institution" or a "non-financial foreign entity" (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence, reporting and withholding obligations, (2) the non- financial foreign entity either certifies it does not have any "substantial United States owners" (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence, reporting and withholding requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain "specified United States persons" or "United States-owned foreign entities" (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Accordingly, the entity through which the Common Shares or Warrant Shares is held will affect the determination of whether such withholding is required. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Future Treasury Regulations or other official guidance may modify these requirements.

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Under the applicable Treasury Regulations, withholding under FATCA generally applies to payments of dividends on the Common Shares or Warrant Shares. While withholding under FATCA would have also applied to payments of gross proceeds from the sale or other disposition of the Common Shares, Warrants or Warrant Shares on or after January 1, 2019, recently proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds. The preamble to these proposed regulations indicates that taxpayers may rely on them pending their finalization. The FATCA withholding tax will apply to all withholdable payments without regard to whether the beneficial owner of the payment would otherwise be entitled to an exemption from imposition of withholding tax pursuant to an applicable income tax treaty with the United States or U.S. domestic law. The Corporation will not pay additional amounts to holders of Common Shares, Warrants or Warrant Shares in respect of amounts withheld.

Prospective investors should consult their own tax advisors regarding the potential application of withholding under FATCA to their investment in Common Shares, Warrants or Warrant Shares.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Cassels Brock & Blackwell LLP, counsel to the Corporation, and Blake, Cassels & Graydon LLP, counsel to the Underwriters, the following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations generally applicable to a purchaser who acquires Offered Units pursuant to this Offering. For purposes of this summary, a reference to Common Share includes Unit Shares and Warrant Shares unless otherwise indicated. This summary applies only to a purchaser who is a beneficial owner of Common Shares and Warrants acquired pursuant to this Offering and who, for the purposes of the Tax Act, and at all relevant times: (i) acquires and holds the Common Shares and Warrants as capital property; (ii) deals at arm's length with the Corporation and the Underwriters; and (iii) is not affiliated with the Corporation or the Underwriters (a "Holder").

Common Shares and Warrants will generally be considered to be capital property to a Holder unless the Holder holds such securities in the course of carrying on a business of trading or dealing in securities or has acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary is not applicable to a Holder: (i) that is a "financial institution" (as defined in the Tax Act) for purposes of the mark-to-market provisions of the Tax Act; (ii) that is a "specified financial institution" as defined in the Tax Act; (iii) that has made a functional currency reporting election under section 261 of the Tax Act to report its "Canadian tax results" as defined in the Tax Act in a currency other than Canadian currency; (iv) an interest in which is, or for whom a Common Share or Warrant would be, a "tax shelter investment" for the purposes of the Tax Act; (v) that has entered into or will enter into a "derivative forward agreement" or "synthetic disposition agreement", as those terms are defined in the Tax Act, in respect of Common Shares or Warrants; (vi) that receives dividends on Common Shares under or as part of a "dividend rental arrangement" (as defined in the Tax Act); or (vii) in relation to which the Corporation or any of its subsidiaries is or will be a "foreign affiliate" (as defined in the Tax Act). Such Holders should consult their own tax advisors.

This summary is based upon the current provisions of the Tax Act and the regulations thereunder ("Regulations") in force as of the date hereof, all specific proposals ("Proposed Amendments") to amend the Tax Act or the Regulations that have been publicly announced by, or on behalf of, the Minister of Finance (Canada) prior to the date hereof and counsel's understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency ("CRA"). No assurance can be given that the Proposed Amendments will be enacted or otherwise implemented in their current form, if at all. If the Proposed Amendments are not enacted or otherwise implemented as presently proposed, the tax consequences may not be as described below in all cases. Other than the Proposed Amendments, this summary does not take into account or anticipate any changes in law, administrative policy or assessing practice, whether by legislative, regulatory, administrative, governmental or judicial decision or action, nor does it take into account the tax laws of any province or territory of Canada or of any jurisdiction outside of Canada. Holders that are not residents of Canada for the purposes of the Tax Act should consult with their own tax advisors with respect to the tax consequences of acquiring, holding and disposing of Common Shares and Warrants in any jurisdiction in which they may be subject to tax, including Canada.

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This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. Accordingly, Holders should consult their own tax advisors with respect to their particular circumstances.

Currency Conversion

For purposes of the Tax Act, all amounts related to the acquisition, holding or disposition of Common Shares and Warrants (including dividends, adjusted cost base and proceeds of disposition) must be expressed in Canadian dollars. Amounts denominated in a foreign currency must be converted into Canadian dollars using the appropriate exchange rate determined in accordance with the detailed rules contained in the Tax Act in this regard.

Allocation of Cost

A Holder who acquires Offered Units pursuant to this Offering will be required to allocate the purchase price paid for each Offered Unit on a reasonable basis between the Unit Share and one-half Warrant comprising such Offered Unit in order to determine their respective costs to such Holder for the purposes of the Tax Act.

For its purposes, the Corporation has advised counsel that, of the $0.20 subscription price for each Offered Unit, it intends to allocate $0.195 to each Unit Share and $0.005 to each one-half of one Warrant and believes that such allocation is reasonable. The Corporation's allocation, however, is not binding on the CRA or on a Holder.

The adjusted cost base to a Holder of each Unit Share comprising a part of an Offered Unit acquired pursuant to this Offering will be determined by averaging the cost of such Unit Share with the adjusted cost base to such Holder of all other Common Shares (if any) held by the Holder as capital property immediately prior to the acquisition.

Exercise of Warrants

The exercise of Warrants to acquire Warrant Shares will be deemed not to constitute a disposition of property for the purposes of the Tax Act. As a result, no gain or loss will be realized by a Holder of a Warrant upon the exercise of such Warrant to acquire a Warrant Share. When a Warrant is exercised, the Holder's cost of the Warrant Share acquired thereby will be equal to the adjusted cost base of the Warrant to such Holder, plus the exercise price paid for the Warrant Share. For the purpose of computing the adjusted cost base to a Holder of each Warrant Share acquired on the exercise of a Warrant, the cost of such Warrant Shares must be averaged with the adjusted cost base to such Holder of all other Common Shares (if any) held by the Holder as capital property immediately prior to the exercise of the Warrant.

Holders Resident in Canada

This section of the summary applies to a Holder who, at all relevant times, is, or is deemed to be, resident in Canada for the purposes of the Tax Act (a "Resident Holder"). The Common Shares and Warrants are not "Canadian securities" for the purpose of the irrevocable election under subsection 39(4) of the Tax Act.  Consequently, a Resident Holder will not be entitled to make or rely on such an election in respect of Common Shares or Warrants to have the Common Shares or Warrants deemed to be capital property. Resident Holders who do not hold Common Shares or Warrants as capital property should consult their own tax advisors regarding their particular circumstances.

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Expiry of Warrants

In the event of the expiry of an unexercised Warrant, a Resident Holder generally will realize a capital loss equal to the Resident Holder's adjusted cost base of such Warrant. The tax treatment of capital gains and capital losses is discussed in greater detail below under "Holders Resident in Canada - Capital Gains and Capital Losses".

Dividends

A Resident Holder will be required to include in computing such Resident Holder's income for a taxation year the amount of any dividends, if any, received (or deemed to be received) on the Common Shares, including amounts deducted for U.S. withholding tax. Dividends received on Common Shares by a Resident Holder who is an individual will not be subject to the gross-up and dividend tax credit rules in the Tax Act normally applicable to taxable dividends received from "taxable Canadian corporations" (as defined in the Tax Act). A Resident Holder that is a corporation will not be entitled to deduct the amount of such dividends in computing its taxable income.

To the extent that U.S. withholding tax is payable by a Resident Holder in respect of any dividends received on the Common Shares, the Resident Holder may be eligible for a foreign tax credit or deduction under the Tax Act to the extent and under the circumstances described in the Tax Act. Resident Holders should consult their own tax advisors regarding the availability of a foreign tax credit or deduction, having regard to their particular circumstances.

Dispositions of Common Shares and Warrants

A Resident Holder who disposes of or is deemed to have disposed of a Common Share (other than on a disposition to the Corporation that is not a sale in the open market in the manner in which shares would normally be purchased by any member of the public in an open market) or Warrant (other than on the exercise or expiry of a Warrant) will generally realize a capital gain (or capital loss) in the taxation year of the disposition equal to the amount by which the proceeds of disposition of the Common Share or Warrant, as the case may be, net of any reasonable costs of disposition, are greater (or are less) than the adjusted cost base to the Resident Holder of the Common Share or Warrant, as the case may be, immediately before the disposition or deemed disposition. Such capital gain (or capital loss) will be subject to the tax treatment described below under "Holders Resident in Canada - Capital Gains and Capital Losses".

Capital Gains and Capital Losses

A Resident Holder will generally be required to include in computing its income for the taxation year of disposition, one-half of the amount of any capital gain (a "taxable capital gain") realized in such year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder will be required to deduct one-half of the amount of any capital loss (an "allowable capital loss") against taxable capital gains realized in the taxation year of disposition. Allowable capital losses in excess of taxable capital gains for the taxation year of disposition may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances specified in the Tax Act.

Capital gains realized by a Resident Holder that is an individual or trust, other than certain specified trusts, may give rise to a liability for alternative minimum tax under the Tax Act.

U.S. tax, if any, levied on any gain realized on a disposition of Common Shares may be eligible for a foreign tax credit under the Tax Act to the extent and under the circumstances described in the Tax Act. Resident Holders should consult their own tax advisors with respect to the availability of a foreign tax credit, having regard to their particular circumstances.

Offshore Investment Fund Property Rules

The Tax Act contains rules which, in certain circumstances, may require a Resident Holder to include an amount in income in each taxation year in respect of the acquisition and holding of Common Shares and Warrants if (a) the value of the Common Shares or Warrants may reasonably be considered to be derived, directly or indirectly, primarily from portfolio investments in: (i) shares of the capital stock of one or more corporations, (ii) indebtedness or annuities, (iii) interests in one or more corporations, trusts, partnerships, organizations, funds or entities, (iv) commodities, (v) real estate, (vi) Canadian or foreign resource properties, (vii) currency of a country other than Canada, (viii) rights or options to acquire or dispose of any of the foregoing, or (ix) any combination of the foregoing (collectively "Investment Assets") and (b) it may reasonably be concluded that one of the main reasons for the Resident Holder acquiring, or holding Common Shares or Warrants was to derive a benefit from portfolio investments in Investment Assets in such a manner that the taxes, if any, on the income, profits and gains from such Investment Assets for any particular year are significantly less than the tax that would have been applicable under Part I of the Tax Act if the income, profits and gains had been earned directly by the Resident Holder.

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In determining whether these rules may apply, regard must be had to all of the circumstances, including (i) the nature, organization and operation of any non-resident entity, including the Corporation, and the form of, and the terms and conditions governing, the Resident Holder's interest in, or connection with, any such non-resident entity, (ii) the extent to which any income, profit and gains that may reasonably be considered to be earned or accrued, whether directly or indirectly, for the benefit of any non-resident entity, including the Corporation, are subject to an income or profits tax that is significantly less than the income tax that would be applicable to such income, profits and gains if they were earned directly by the Resident Holder, and (iii) the extent to which any income, profits and gains of any non-resident entity, including the Corporation, for any fiscal period are distributed in that or the immediately following fiscal period.

If applicable, these rules would generally require a Resident Holder to include in income for each taxation year in which the Resident Holder owns a Common Share or Warrant (i) an imputed return for the taxation year computed on a monthly basis and determined by multiplying the Resident Holder's "designated cost" (as defined in the Tax Act) of the Common Share or Warrant, as applicable, at the end of the month, by 1/12th of the sum of the applicable prescribed rate for the period that includes such month plus 2%, less (ii) the Resident Holder's income for the year (other than a capital gain) from the Common Share or Warrant, as applicable, determined without reference to these rules. Any amount required to be included in computing a Resident Holder's income under these rules will be added to the adjusted cost base to the Resident Holder of the applicable Common Shares and Warrants.

The CRA has taken the position that the term "portfolio investment" should be given a broad interpretation. While it should be unlikely that the value of the Common Shares or Warrants should be regarded as being derived primarily from portfolio investments in Investment Assets, there is a possibility that the CRA may take a different view. Even if the value of the Common Shares or Warrants may reasonably be considered to be derived, directly or indirectly, primarily from portfolio investments in Investment Assets, these rules will apply to a Resident Holder only if it is reasonable to conclude that one of the main reasons for the Resident Holder acquiring, holding or having the Common Shares or Warrants was to derive a benefit from Investment Assets in such a manner that the taxes, if any, on the income, profits and gains from such Investment Assets for any particular year are significantly less than the tax that would have been applicable under Part I of the Tax Act if the income, profits and gains had been earned directly by the Resident Holder.

These rules are complex and their application depends, to a large extent, in part, on the reasons for a Resident Holder acquiring or holding Common Shares or Warrants. Resident Holders are urged to consult their own tax advisors regarding the application and consequences of these rules in their own particular circumstances.

Additional Refundable Tax

A Resident Holder that is, throughout its taxation year, a "Canadian-controlled private corporation" (as defined in the Tax Act) may be subject to pay a refundable tax on its "aggregate investment income" (as defined in the Tax Act), including amounts in respect of taxable capital gains and certain dividends.

Foreign Property Information Reporting

In general, a Resident Holder that is a "specified Canadian entity" (as defined in the Tax Act) for a taxation year or a fiscal period and whose total "cost amount" (as defined in the Tax Act) of "specified foreign property" (as defined in the Tax Act), including Common Shares and Warrants, at any time in the year or fiscal period exceeds C$100,000 will be required to file an information return with the CRA for the taxation year or fiscal period disclosing certain prescribed information in respect of such property. Subject to certain exceptions, a taxpayer resident in Canada, other than a corporation or trust exempt from tax under Part I of the Tax Act, will be a "specified Canadian entity," as will certain partnerships. The Common Share and Warrants will be "specified foreign property" to a Resident Holder. Penalties may apply where a Resident Holder fails to file the required information return in respect of such Resident Holder's "specified foreign property" on a timely basis in accordance with the Tax Act.

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The reporting rules in the Tax Act relating to "specified foreign property" are complex and this summary does not purport to address all circumstances in which reporting may be required by a Resident Holder. Resident Holders should consult their own tax advisors regarding the reporting rules contained in the Tax Act.

Holders Not Resident in Canada

This portion of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the Tax Act: (i) is not, and is not deemed to be, resident in Canada; and (ii) does not use or hold and is not deemed to use or hold the Common Shares or Warrants in connection with carrying on a business in Canada (a "Non-Resident Holder"). Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer that carries on, or is deemed to carry on, an insurance business in Canada and elsewhere and such Holders should consult their own tax advisors. 

Expiry of Warrants

In the event of the expiry of an unexercised Warrant, a Non-Resident Holder will generally realize a capital loss equal to the Non-Resident Holder's adjusted cost base of such Warrant. The tax treatment of capital losses is discussed in greater detail below under the subheading "Holders Not Resident in Canada - Dispositions of Common Shares and Warrants".

Dividends

Dividends paid in respect of Common Shares to a Non-Resident Holder will not be subject to Canadian withholding tax or other income tax under the Tax Act.

Dispositions of Common Shares and Warrants

A Non-Resident Holder who disposes or is deemed to dispose of Common Shares or Warrants that were acquired under the Offering will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition or deemed disposition of a Common Share or Warrant, nor will capital losses arising therefrom be recognized under the Tax Act, unless the Common Share or Warrant (as applicable) is, or is deemed to be, "taxable Canadian property" of the Non-Resident Holder for the purposes of the Tax Act and the Non-Resident Holder is not entitled to an exemption pursuant to the terms of an applicable tax treaty or convention.

Generally, a Common Share or Warrant (as applicable) will not constitute taxable Canadian property of a Non-Resident Holder provided that the Common Shares are listed on a "designated stock exchange" for the purposes of the Tax Act (which currently includes Tiers 1 and 2 of the TSXV), unless at any time during the 60 month period immediately preceding the disposition, (i) 25% or more of the issued shares of any class or series of the capital stock of the Corporation were owned by or belonged to one or any combination of (a) the Non- Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm's length, and (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships; and (ii) at such time, more than 50% of the fair market value of Common Shares was derived, directly or indirectly, from any combination of real or immovable property situated in Canada, "Canadian resource property" (as defined in the Tax Act), "timber resource property" (as defined in the Tax Act), or options in respect of, interests in, or for civil law rights in such properties, whether or not such property exists. Notwithstanding the foregoing, a Common Share or Warrant may also be deemed to be "taxable Canadian property" in certain other circumstances set out in the Tax Act. Non-Resident Holders should consult their own tax advisors as to whether their Common Shares or Warrants constitute "taxable Canadian property" in their own particular circumstances.

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In cases where a Non-Resident Holder disposes (or is deemed to have disposed) of a Common Share or Warrant that is taxable Canadian property to that Non-Resident Holder and the Non-Resident Holder is not entitled to an exemption under an applicable income tax treaty or convention, the consequences described above under the headings "Holders Resident in Canada - Dispositions of Common Shares and Warrants" and "Holders Resident in Canada - Capital Gains and Capital Losses" will generally be applicable to such disposition.

Non-Resident Holders whose Common Shares or Warrants are taxable Canadian property should consult their own tax advisors. 

LEGAL MATTERS

Certain legal matters of Canadian law in connection with the Offering will be passed upon on behalf of the Corporation by Cassels Brock & Blackwell LLP and on behalf of the Underwriters by Blake, Cassels & Graydon LLP. Certain legal matters of U.S. law in connection with the Offering will be passed upon on behalf of the Corporation by Dorsey & Whitney LLP and on behalf of the Underwriters by Troutman Pepper Hamilton Sanders LLP.

As at the date hereof, the partners and associates of each of Cassels Brock & Blackwell LP, Blake, Cassels & Graydon LLP, Dorsey & Whitney LLP and Troutman Sanders LLP, beneficially owned, directly or indirectly, less than 1% of the issued and outstanding securities of the Corporation or of any associate or affiliate of the Corporation.

AUDITORS, TRANSFER AGENT AND REGISTRAR

Ernst & Young LLP, Chartered Professional Accountants are the auditors of the Corporation and have confirmed that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations.

The Corporation's transfer agent and registrar for the Common Shares is Computershare Investor Services Inc., 510 Burrard St, 3rd Floor Vancouver, British Columbia V6C 3B9.

INTEREST OF EXPERTS

The names of each person or company who has prepared or certified a report, valuation, statement or opinion herein, either directly or in a document incorporated by reference, and whose profession or business gives authority to the report, valuation, statement or opinion made by the person or company, are set forth below.

The scientific and technical information concerning the Pony Creek Project contained in this Prospectus Supplement and the AIF, Annual MD&A and Interim MD&A, which are incorporated by reference herein, and the scientific and technical information concerning the Green Springs Project in this Prospectus Supplement under the heading "The Corporation - Summary Description of the Business - Green Springs Project", has been reviewed and approved by Vance Spalding, CPG, an officer of the Corporation and a "qualified person" as such term is defined in NI 43-101. Mr. Spalding is not independent of the Corporation by virtue of his employment with the Corporation. Mr. Spalding is VP Exploration of the Corporation and holds Common Shares and RSUs. As of the date hereof, the securities of the Corporation held by Mr. Spalding, represent less than 1% of the securities of the Corporation.

The scientific and technical information concerning the Green Springs Project contained in this Prospectus Supplement under the heading "Green Springs Project" has been reviewed and approved by John J. Read, CPG who is a "qualified person" and "independent" as such terms are defined in NI 43-101.  As at the date hereof, Mr. Read holds no securities of the Corporation.

PURCHASERS' STATUTORY RIGHTS

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus or a prospectus supplement relating to the securities purchased by a purchaser and any amendments thereto. In several of the provinces and territories, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus or a prospectus supplement relating to the securities purchased by a purchaser and any amendments thereto contain a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for the particulars of these rights or consult with a legal advisor.

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In an offering of warrants, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial securities legislation, to the price at which the warrants are offered to the public under the prospectus offering.  This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon exchange or exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces.  The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of this right of action for damages or consult with a legal advisor.

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CERTIFICATE OF THE CORPORATION

Dated: September 23, 2020

This short form prospectus, together with the documents incorporated by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the short form prospectus and this supplement as required by the securities legislation of each of the provinces and territories of Canada, except Québec.

(Signed) MATTHEW LENNOX KING	(Signed) JOHN WENGER
President and Chief Executive Officer	Vice-President, Corporate Strategy, Chief Financial Officer and Corporate Secretary

On behalf of the Board of Directors

(Signed) MARK WELLINGS	(Signed) JOHN DORWARD
Director	Director

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CERTIFICATE OF THE UNDERWRITER

Dated: September 23, 2020

To the best of our knowledge, information and belief, the short form prospectus, together with the documents incorporated by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the short form prospectus and this supplement as required by the securities legislation of each of the provinces and territories of Canada, except Québec.

CORMARK SECURITIES INC.

(Signed) Paul Nieznalski
Director, Equity Capital Markets

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