OTSO Gold Corp. (fka FIEIF)

[JD400]

Announces Private Placement Of Units For Up To US$5 Million

Toronto, ON. – Further to its press release dated September 28, 2021, Otso Gold Corp.

(“Otso” or the “Company”), (TSX-V:OTSO) is pleased to announce a non-brokered private placement of up to 105,650,000 units (each, a "Unit") to Brunswick Gold Ltd ("BGL") at a price of $0.06 per Unit for aggregate proceeds of up to US$5,000,000 (the "Offering"). Each Unit will consist of one common share (each, a "Common Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.08 per share for a period of five years from the date of issuance.

All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the TSX Venture Exchange. The net proceeds from the Offering will be used by the Company for ramping up towards full commercial production of the Otso Gold Mine and for general working capital.

The Offering is considered a ‘related party transaction’ within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on exemptions from the formal valuation and majority of minority approval requirements in sections 5.5(b) and 5.7(a) of MI 61-101 in respect to completing the Offering, as the fair market value of BGL's participation will not be more than 25% of the Company's market capitalization.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States. Such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or "U.S. Persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

For further information, please contact:

Clyde Wesson
Vice President
1 917 287 0716

[e-mail]

https://www.otsogold.com/post/otso-gold-executes-mining-contract-for-the-restart-of-production-in-september