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Decade Resources Ltd. Capital/Financing Update 2020

Aug 5, 2020

46126_rns_2020-08-05_a55911a5-cdb1-43e6-b9d6-64069ccf983d.pdf

Capital/Financing Update

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Not for distribution to U.S. news wire services or dissemination in the United States.

DECADE RESOURCES LTD.

611 - 8[th] Street Stewart, British Columbia, V0T 1W0

Telephone: (250) 636-2264 Fax: (250) 636-2265

NEWS RELEASE

August 5, 2020

TSX-V: DEC

Decade Announces Closing of Non-Brokered Private Placement of Flow-Through Units

Stewart, BC – Decade Resources Ltd. (the “ Company ”) is pleased to announce that the Company has closed its non-brokered private placement (the “ Private Placement ”), as previously announced on June 29, 2020. Pursuant to the Private Placement, the Company issued an aggregate of 24,000,000 flowthrough units (each, a “ Unit ”) at the price of $0.05 per Unit for gross proceeds of $1,200,000.

Each unit consists of one flow-through common share of the Company (each, a “ Common Share ”) and one transferable non-flow-through common share purchase warrant (each, a “ Warrant ”). Each Warrant will entitle the holder, on exercise thereof, to purchase one additional Common Share, at a price of $0.08 per Common Share, for a period of 24 months from the date of issuance.

The proceeds of the Private Placement will be expended on the Company's properties located in British Columbia.

In consideration for introducing certain subscribers to the Private Placement, the Company paid a cash fee totaling $17,700 to certain finders.

Certain insiders of the Company acquired 500,000 Units pursuant to the Private Placement. The issuance of Units to insiders is a “related party transaction” under the policies of the TSX Venture Exchange and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61101 ”). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Private Placement by insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report more than 21 days before the expected closing of the Private Placement, as the details of the Private Placement were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons and in a timeframe consistent with usual market practices for transactions of this nature.

All securities issued under the Private Placement will be subject to a four month hold period expiring on December 6, 2020 under applicable Canadian securities laws. Closing of the Private Placement is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the approval of the TSX Venture Exchange.

About the Company

Decade Resources Ltd. is a Canadian based mineral exploration company actively seeking opportunities in the resource sector. Decade holds numerous properties at various stages of development and exploration from basic grass roots to advanced ones. Its properties and projects are all located in the “Golden Triangle” area of northern British Columbia.

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For a complete listing of the Company assets and developments, visit the Company website at www.decaderesources.ca which is presently being updated. For investor information please call 250636-2264 or Gary Assaly at 604-377-7969.

BY ORDER OF THE BOARD OF DIRECTORS OF DECADE RESOURCES LTD

"Randolph Kasum" Randolph Kasum, Director

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

Cautionary Note Regarding Forward Looking Statements.

Except for the statements of historical fact, this news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. "Forward-looking information" in this news release includes information about the Company’s anticipated use of proceeds of the Private Placement, and other forward-looking information. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to, the inability to obtain the necessary TSX Venture Exchange approvals to complete the Private Placement or to apply the proceeds of the Private Placement as anticipated by management.

The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about the Company’s ability to close the Private Placement, that the Company's financial condition and development plans do not change as a result of unforeseen events, and that the Company will receive all required regulatory approvals, including TSX Venture Exchange approval, for the Private Placement.

Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein. The Company does not assume any obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements, unless and until required by applicable securities laws. Additional information identifying risks and uncertainties is contained in the Company's filings with the Canadian securities regulators, which filings are available at www.sedar.com.