A copy of this amended and restated preliminary short form prospectus has been filed with the securities regulatory authorities in each of the provinces and territories of Canada but has not yet become final for the purpose of the sale of securities. Information contained in this amended and restated preliminary short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from the securities regulatory authorities.

This short form prospectus is a base shelf prospectus. This short form prospectus has been filed under legislation in each of the provinces and territories of Canada that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities, except in cases where an exemption from such delivery requirements is available.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. These securities have not been, and will not be,registered underthe United States Securities Act of 1933,as amended (the "U.S. Securities Act"), or any state securities laws. Accordingly, the securities may not be offered or sold in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States or its territories or possessions. See "Plan of Distribution".

Information has been incorporated by reference in this prospectus 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 General Counsel and Corporate Secretary of Magna Gold Corp. at Suite 902, 18 King Street East, Toronto, Ontario, M5C 1C4, telephone +52 (662) 310-0326, and are also available electronically at www.sedar.com.

AMENDED AND RESTATED PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS (amending and restating the preliminary short form base shelf prospectus dated April 21, 2021)

New Issue and Secondary Offering July 20, 2021

MAGNA GOLD CORP.

$100,000,000

Common Shares Warrants Subscription Receipts Units Convertible Securities Debt Securities

Magna Gold Corp. ("Magna" or the "Corporation") may offer and sell from time to time the following securities: common shares in the capital of the Corporation ("Common Shares"), warrants to purchase Common Shares or other Securities (as defined below) ("Warrants"), subscription receipts convertible into Common Shares or other Securities ("Subscription Receipts"), units comprised of one or more of any of the other Securities or any combination of such Securities ("Units"), securities convertible into or exchangeable for Common Shares or other Securities ("Convertible Securities"), debt securities which may consist of bonds, debentures, notes or other evidences of indebtedness of any kind, nature or description and which may be issuable in series ("Debt Securities") or any combination of such securities (all of the foregoing collectively, the "Securities" and individually, a "Security") for up to an aggregate offering price of $100,000,000 (or the equivalent thereof, at the date of issue, in any other currency or currencies, as the case may be), in one or more transactions during the 25-month period that this short form base shelf prospectus (the "Prospectus"), including any amendments hereto, remains effective.

The Corporation will provide the specific terms of any offering of Securities, including the specific terms of the Securities with respect to a particular offering and the terms of such offering, in one or more prospectus supplements (each, a "Prospectus Supplement") to this Prospectus. The Securities may be offered separately or together or in any combination, and as separate series. One or more securityholders of the Corporation may also offer and sell Securities under this Prospectus (the "Selling Securityholders" and each a "Selling Securityholder"). See "Selling Securityholders".

In addition, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Corporation or a subsidiary of the Corporation. The consideration of any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

This Prospectus may qualify an "at-the-market distribution" as defined in National Instrument 44-102 – Shelf Distributions ("NI 44-102") of the Canadian Securities Administrators.

Prospective investors should be aware that the acquisition and disposition of the Securities may have tax consequences. Such tax consequences are not described in this Prospectus and may not be fully described in any applicable Prospectus Supplement. Prospective investors should read the tax discussion in any Prospectus Supplement with respect to a particular offering and consult their own tax advisor with respect to their own particular circumstances.

A CANADIAN SECURITIES REGULATOR HAS NOT APPROVED OR DISAPPROVED THE SECURITIES OFFERED HEREBY OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

All information permitted under applicable securities legislation to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus, except in cases where an exemption from such delivery requirements is available. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of applicable securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains. Prospective investors should read this Prospectus and any applicable Prospectus Supplement carefully before investing in any Securities. The Corporation may offer and sell Securities to or through underwriters or dealers, to one or more purchasers directly or through agents designated by the Corporation from time to time at amounts and prices and other terms determined by the Corporation. A Prospectus Supplement will set forth the names of any underwriters, dealers or agents, whether engaged by the Corporation or a Selling Securityholder, involved in the offering and will set forth the terms of the offering, the method of distribution of such Securities including, to the extent applicable, the proceeds to the Corporation or the Selling Securityholder and any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material terms of the distribution. Unless otherwise specified in a Prospectus Supplement, in connection with any offering of Securities, other than an "at-themarket distribution", the underwriters, dealers or agents may, subject to applicable law, over-allot or effect transactions that stabilize or maintain the market price of the Securities offered at levels other than those which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. No underwriter of the at-the-market distribution, and no person or company acting jointly or in concert with an underwriter, may, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the market price of the Securities or securities of the same class as the Securities distributed under the "at-the-market" prospectus, including selling an aggregate number or principal amount of Securities that would result in the underwriter creating an over-allocation position in the Securities. See "Plan of Distribution". No underwriter has been involved in the preparation of this Prospectus or performed any review of the contents of this Prospectus.

Investing in the Securities is speculative and involves certain risks. The risks outlined in this Prospectus and in the documents incorporated or deemed to be incorporated by reference herein and in the applicable Prospectus Supplement and the documents incorporated or deemed to be incorporated by reference therein should be

carefully reviewed and considered by prospective investors in connection with an investment in such Securities. See "Cautionary Note Regarding Forward-Looking Information" and "Risk Factors".

The Common Shares are listed and posted for trading on the TSX Venture Exchange (the "Exchange") under the symbol "MGR". On July 19, 2021, the last trading day before the date of this Prospectus, the closing price of the Common Shares on the Exchange was $0.95. Unless otherwise specified in the applicable Prospectus Supplement, there is no market through which the Warrants, Subscription Receipts, Units, Convertible Securities or Debt Securities may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation. See "Risk Factors". No assurance can be given that a market for trading in Securities of any series or issue will develop or as to the liquidity of any such market, whether or not the Securities are listed on a securities exchange.

Mr. Arturo Bonillas, the Chief Executive Officer and a director of the Corporation, Mr. Miguel Bonilla, the Chief Operating Officer and a director of the Corporation, Ms. Laura Diaz, a director of the Corporation, Mr. Rodrigo Calles-Montijo, a qualified person, and Galaz, Yamazaki, Ruiz Urquiza, S.C., a member of Deloitte Touche Tohmatsu Limited, are incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or reside outside of Canada. Each of Messrs. Bonillas, Bonilla and Calles-Montijo, Ms. Diaz and Galaz, Yamazaki, Ruiz Urquiza, S.C., a member of Deloitte Touche Tohmatsu Limited, have appointed Bennett Jones LLP, Suite 3400, 100 King Street West, Toronto, Ontario, M5X 1A4, as 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 that resides outside of Canada, even if the party has appointed an agent for service of process.

The address of the Corporation's head office is Suite 902, 18 King Street East, Toronto, Ontario, M5C 1C4 and the address of the Corporation's registered office is The Canadian Venture Building, 82 Richmond Street East, Toronto, Ontario, M5C 1P1.

ABOUT THIS PROSPECTUS 1
FINANCIAL INFORMATION 1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION 1
DOCUMENTS INCORPORATED BY REFERENCE 3
THE CORPORATION 4
Recent Developments 5
RISK FACTORS 5
CONSOLIDATED CAPITALIZATION 8
SELLING SECURITYHOLDERS 8
USE OF PROCEEDS 9
PLAN OF DISTRIBUTION 9
EARNINGS COVERAGE RATIOS 11
DESCRIPTION OF SECURITIES 11
Common Shares 11
Warrants 11
Subscription Receipts 12
Units 13
Convertible Securities 14
Debt Securities 15
PRIOR SALES 17
TRADING PRICE AND VOLUME 17
CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES 17
LEGAL MATTERS 17
INTEREST OF EXPERTS 17
TRANSFER AGENT AND REGISTRAR 18
EXEMPTION 18
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION 18
CERTIFICATE OF THE CORPORATION C-1

ABOUT THIS PROSPECTUS

In this Prospectus and in any Prospectus Supplement, unless the context otherwise requires, references to "Magna" or the "Corporation" refer to Magna Gold Corp. together with its subsidiaries.

This Prospectus provides prospective investors with a general description of the Securities that the Corporation may offer. Each time the Corporation offers Securities, the Corporation will provide a Prospectus Supplement that will contain specific information about the terms of that offering. The Prospectus Supplement may also add, update or change information contained in this Prospectus. Before investing, prospective investors should read both this Prospectus and any applicable Prospectus Supplement.

Prospective investors should rely only on the information contained in this Prospectus, any applicable Prospectus Supplement and the documents incorporated or deemed to be incorporated by reference herein and therein. The Corporation has not authorized anyone to provide prospective investors with different or additional information. If anyone provides the prospective investor with different or additional information, the prospective investor should not rely on it. The Corporation is not making an offer to sell or seeking an offer to buy the Securities in any jurisdiction where the offer or sale is not permitted. Prospective investors should not assume that the information contained in this Prospectus, any applicable Prospectus Supplement or any documents incorporated or deemed to be incorporated by reference herein and therein is accurate as of any date other than the respective date of the documents in which such information appears, regardless of the time of delivery or of any sale of the Securities pursuant thereto. The business, financial condition, results of operations and prospects of the Corporation may have changed since those dates.

FINANCIAL INFORMATION

The Annual Financial Statements (as defined herein) of the Corporation and the Interim Financial Statements (as defined herein) of the Corporation incorporated by reference in this Prospectus have been prepared in accordance with International Financial Reporting Standards and are reported in United States dollars.

Unless otherwise indicated, all monetary amounts in this Prospectus are expressed in Canadian dollars. Unless otherwise indicated, all references to "$", "C$" and "dollars" in this Prospectus refer to Canadian dollars. References to "US$" or "United States dollars" in this Prospectus refer to United States dollars. On July 19, 2021, the daily exchange rate for one United States dollar expressed in Canadian dollars, as quoted by the Bank of Canada, was US$1.00 = C$1.2759 (or C$1.00 = US$7838).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Prospectus and the documents incorporated or deemed to be incorporated by reference herein contain "forward-looking information" or "forward-looking statements" within the meaning of applicable securities legislation (collectively, "forward-looking statements"). Forward-looking statements are included to provide information about management's current expectations and plans that allows investors and others to get a better understanding of the Corporation's operating environment, business operations and financial performance and condition.

Forward-looking statements include, but are not limited to, statements regarding the use of proceeds of any offering; the timing for completion of any offering; planned exploration and development programs and expenditures; the estimation of mineral resources and mineral reserves; technical studies and economic results thereof, including, but not limited to, future production, costs and expenses; mine production plans; projected mining and process recovery rates; mining dilution assumptions; the timeline for receipt of any required agreements, approvals or permits; sustaining costs and operating costs; closure costs and requirements; proposed exploration plans and expected results of exploration from each of the San Francisco Project (as defined herein) and the Mercedes Project (as defined herein) and the Corporation's other exploration projects; the Corporation's ability to obtain required mine licences, mine permits, required agreements with third parties and regulatory approvals required in connection with exploration plans and future mining and mineral processing operations, including, but not limited to, necessary permitting required to implement expected future exploration plans; community relations; availability of sufficient water for proposed operations; competition for, among other things, capital, acquisitions of mineral reserves, undeveloped lands and skilled personnel; commodity prices and exchange rates; currency and interest rate fluctuations; and the ability to

secure the required capital to conduct planned exploration programs, studies and the Corporation's objectives and strategies. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "expects", "is expected", "anticipates", "believes", "plans", "projects", "estimates", "assumes", "intends", "strategy", "goals", "objectives", "potential", "possible" or variations thereof or stating that certain actions, events, conditions or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved (or the negative of any of these terms and similar expressions)) are not statements of fact and may be forward-looking statements.

Forward-looking statements are based upon a number of factors and assumptions that, if untrue, could cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such statements. Forward-looking statements are based upon a number of estimates and assumptions that, while considered reasonable by the Corporation at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Corporation's actual financial results, performance or achievements to be materially different from those expressed or implied herein. Some of the material factors or assumptions used to develop forward-looking statements include, without limitation, the future price of gold, anticipated costs and the Corporation's ability to fund its programs, the Corporation's ability to carry on exploration and development activities, the Corporation's ability to secure and to meet obligations under property agreements, the timing and results of drilling programs, the discovery of mineral resources and mineral reserves on the Corporation's mineral properties, that political and legal developments will be consistent with current expectations, the timely receipt of required approvals and permits, including those approvals and permits required for successful project permitting, construction and operation of projects, the costs of operating and exploration expenditures, the Corporation's ability to operate in a safe, efficient and effective manner, the Corporation's ability to obtain financing as and when required and on reasonable terms, that the Corporation's activities will be in accordance with the Corporation's public statements and stated goals and that there will be no material adverse change or disruptions affecting the Corporation or its properties.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Certain important factors that could cause actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others: failure to obtain required regulatory and securities exchange approvals with respect to any offering; risks related to uncertainties inherent in the preparation of technical studies, including, but not limited to, assumptions underlying the production estimates not being realized, changes to the cost of production, variations in quantity of mineralized material, grade or recovery rates, geotechnical or hydrogeological considerations during mining differing from what has been assumed, failure of plant, equipment or processes, changes to availability of power or the power rates, ability to maintain social license, changes to exchange, interest or tax rates, cost of labour, supplies, fuel and equipment rising, changes in project parameters, and delays and costs inherent to consulting and accommodating the rights of local communities; title risks; risks that the interpreted drill results may not accurately represent the actual continuity of geology or grade of the deposit, bulk density measurements may not be representative, interpreted and modelled metallurgical domains may not be representative, and metallurgical recoveries may not be representative; access to additional capital; uncertainty and variations in the estimation of mineral resources and mineral reserves; health, safety and environmental risks; success of exploration, development and operations activities; risks relating to foreign operations and expropriation or nationalization of mining operations; delays in obtaining or the failure to obtain governmental permits, or noncompliance with permits; delays in or failure to get access from surface rights owners; uncertainty in estimates of production, capital and operating costs and potential production and cost overruns; the impact of Mexican laws regarding foreign investment; the fluctuating price of gold and silver and exchange rates; assessments by taxation authorities in multiple jurisdictions; uncertainties related to title to mineral properties; the Corporation's ability to identify, complete and successfully integrate acquisitions; volatility in the market price of the Corporation's securities; risks related to the effects of the novel coronavirus ("COVID-19") on the Corporation; and risks associated with executing the Corporation's objectives and strategies.

This list is not exhaustive of the factors that may affect any of the Corporation's forward-looking statements. Although the Corporation believes its expectations are based upon reasonable assumptions and have 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 not to be as anticipated, estimated or intended. See the section entitled "Risk Factors" below, and the section entitled "Risk Factors" in the Corporation's annual information form dated April 20, 2021 for the nine months ended December 31, 2020 (the "Annual Information Form"), for additional risk factors that could cause results to differ materially from forwardlooking statements.

Investors are cautioned not to put undue reliance on forward-looking statements. The forward-looking statements contained in this Prospectus and the documents incorporated or deemed to be incorporated by reference herein are made as of the date of such documents only and, accordingly, are subject to change after such date. The Corporation disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. Investors are urged to read the Corporation's filings with Canadian securities regulatory agencies, which can be viewed online under the Corporation's profile on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus 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 General Counsel and Corporate Secretary of the Corporation at Suite 902, 18 King Street East, Toronto, Ontario, M5C 1C4, telephone +52 (662) 310-0326, and are also available electronically at www.sedar.com. The filings of the Corporation through SEDAR are not incorporated by reference in this Prospectus except as specifically set out herein.

The following documents, filed by the Corporation with the securities commissions or similar authorities in Canada, are specifically incorporated by reference into, and form an integral part of, this Prospectus:

(a) the Annual Information Form dated April 20, 2021 for the nine months ended December 31, 2020;
(b) the audited consolidated financial statements of the Corporation as at and for the nine months ended December 31, 2020 and the year ended March 31, 2020, together with the notes thereto and the report of the auditor thereon (the "Annual Financial Statements");
(c) the management's discussion and analysis of the Corporation for the nine months ended December 31, 2020 and the year ended March 31, 2020;
(d) the unaudited condensed interim consolidated financial statements of the Corporation as at and for the three months ended March 31, 2021 and 2020, together with the notes thereto (the "Interim Financial Statements");
(e) the management's discussion and analysis of the Corporation for the three months ended March 31, 2021 and 2020;
(f) the business acquisition report of the Corporation dated July 20, 2020 filed in connection with the acquisition of Molimentales del Noroeste, S.A. de C.V. ("Molimentales"), excluding the notice to reader that Molimentales' auditor has not performed a review of the condensed interim financial statements of Molimentales as at and for the three months ended March 31, 2020 (the "Business Acquisition Report"); and
(g) the management information circular of the Corporation dated May 17, 2021 prepared in connection with the annual and special meeting of shareholders of the Corporation held on June 21, 2021.

Any document of the type described in section 11.1 of Form 44-101F1 – Short Form Prospectus ("Form 44- 101F1") filed by the Corporation with any securities commissions or similar authorities in Canada after the date of this Prospectus and all Prospectus Supplements (only in respect of the offering of Securities to which that particular Prospectus Supplement relates) disclosing additional or updated information filed pursuant to the requirements of applicable securities legislation in Canada during the period that this Prospectus is effective shall be deemed to be incorporated by reference in this Prospectus. These documents are available on SEDAR, which can be accessed at www.sedar.com.

The documents incorporated or deemed to be incorporated by reference herein contain meaningful and material information relating to the Corporation and prospective investors should review all information contained in this Prospectus and the documents incorporated or deemed to be incorporated by reference herein.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein, in any Prospectus Supplement or in any other subsequently filed document which also is incorporated or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. 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 will 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.

Upon a new annual information form, new audited consolidated annual financial statements (and accompanying management's discussion and analysis) being filed by the Corporation with the applicable securities commissions or similar authorities in Canada during the period that this Prospectus is effective, the previous annual information form, the previous audited consolidated annual financial statements and all unaudited condensed consolidated interim financial statements (and, in each case, the accompanying management's discussion and analysis), and material change reports filed prior to the commencement of the financial year of the Corporation in which the new annual information form is filed shall be deemed to no longer be incorporated by reference in this Prospectus for purposes of future offers and sales of Securities under this Prospectus. Upon unaudited interim condensed consolidated financial statements and the accompanying management's discussion and analysis being filed by the Corporation with the applicable securities commissions or similar authorities in Canada during the period that this Prospectus is effective, all unaudited interim condensed consolidated financial statements and the accompanying management's discussion and analysis filed prior to the filing of the new unaudited interim condensed consolidated financial statements and the accompanying management's discussion and analysis shall be deemed to no longer be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities under this Prospectus. In addition, upon a new management information circular in connection with an annual meeting of shareholders being filed by the Corporation with the applicable securities commissions or similar authoritiesin Canada during the period that this Prospectus is effective, the previous management information circular filed in connection with the previous annual meeting of shareholders (unless such management information circular also related to a special meeting) shall be deemed to no longer be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities under this Prospectus.

A Prospectus Supplement containing the specific terms of any offering of Securities and other information relating to the Securities will be delivered to prospective purchasers of such Securities together with this Prospectus, except in cases where an exemption from such delivery requirements is available, and will be deemed to be incorporated by reference into this Prospectus for the purposes of applicable securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

THE CORPORATION

Magna is a mineral resource company engaged in the acquisition, exploration, development and operation of mineral properties. The principal projects of the Corporation are its 100% interest in the San Francisco project located in the north central portion of the state of Sonora, Mexico, approximately 150 kilometres north of the state capital, Hermosillo, and comprised of two previously mined open pits (San Francisco and La Chicharra), together with heap leach processing facilities and associated infrastructure (the "San Francisco Project"), and the Mercedes project located in the Municipality of Yécora, in the state of Sonora, Mexico, approximately 250 kilometres southeast along federal Highway 16 from Hermosillo (the "Mercedes Project"). The San Francisco Project is a producing property, while the Mercedes Project is in the exploration stage.

For further information regarding Magna, see the Annual Information Form and other documents incorporated or deemed to be incorporated by reference in this Prospectus available under the Corporation's profile on SEDAR at www.sedar.com.

Recent Developments

COVID-19

The global outbreak of COVID-19 in 2020-2021 has had a significant impact on businesses through restrictions put in place by governments around the world, including the jurisdictions in which the Corporation conducts its business. The Corporation's activities have been restricted by government orders related to, among other things, travel, business operations and stay-at-home orders.

The board of directors of the Corporation has oversight over management's response to COVID-19, and has reviewed the plans and protocols in place. The Corporation has implemented strict COVID-19 protocols, including rigorous screening and testing programs at the site operations. The Corporation continues to maintain robust organization-wide COVID-19 prevention protocols to support the health of its employees and local communities, including working from home, eliminating travel of any kind and restricting access to sites. The Corporation is closely monitoring the potential impacts from the pandemic on areas including labour availability and supply lines, as well as community and government relations. Vaccination programs in Mexico and Canada are ongoing.

During the nine months ended December 31, 2020, there has been no material impact on the operating and exploration activities of the Corporation. Production at the San Francisco Mine has continued as per the schedule detailed in the technical report entitled "NI 43-101 F1 Technical Report, Pre-Feasibility Study for the San Francisco Gold Project, Sonora, Mexico" dated August 28, 2020 with an effective date of August 8, 2020. As of the date of this Prospectus, the Canadian and Mexican authorities have not introduced any further measures that are impacting, or are expected to impact, the Corporation's operations in Canada or Mexico. The United States authorities have not introduced any further measures that are impacting, or are expected to impact, the Corporation's deliveries of gold doré bars to its customer in the United States.

Even though the Corporation has not incurred material impacts to date from the COVID-19 pandemic, as of the date of this Prospectus, it is not possible to determine the extent of the impact that this global health emergency will have on the Corporation's business, financial condition and results of operations as the impacts will depend on future developments which are highly uncertain and cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, including any variants thereof, its extent and intensity, the duration of the outbreak, and possible government, societal and individual responses to the situation. See "Risk Factors – COVID-19".

RISK FACTORS

Before deciding to invest in the Securities, prospective investors should carefully consider all of the information contained in, and incorporated or deemed to be incorporated by reference in, this Prospectus and any applicable Prospectus Supplement. An investment in the Securities is subject to certain risks, including risks related to the business of the Corporation, risks related to mining operations and risks related to the Corporation's securities described in the documents incorporated or deemed to be incorporated by reference in this Prospectus. See the risk factors below and the "Risk Factors" section of any applicable Prospectus Supplement and the documents incorporated or deemed to be incorporated by reference herein and therein. Each of the risks described in these sections and documents could materially and adversely affect the Corporation's business, financial condition, results of operations and prospects, and could result in a loss of investment. Additional risk factors relating to a specific offering of Securities will be described in the applicable Prospectus Supplement. Some of the factors described herein, in the documents incorporated or deemed to be incorporated by reference herein and/or in the applicable Prospectus

Supplement are interrelated and, consequently, investors should treat such risk factors as a whole. Additional risks and uncertainties of which the Corporation currently is unaware or that are unknown or that it currently deems to be immaterial could have a material adverse effect on the Corporation's business, financial condition, results of operations and prospects. The Corporation can provide no assurance that it will successfully address any or all of these risks. There is no assurance that any risk management steps taken will avoid future loss due to the occurrence of the risks described herein, in the Annual Information Form, in the other documents incorporated or deemed to be incorporated by reference herein or in the applicable Prospectus Supplement or other unforeseen risks.

Prospective investors should carefully consider the risks described herein, in a document incorporated by reference herein or in the applicable Prospectus Supplement and consult with their professional advisors to assess any investment in the Corporation.

An investment in the Securities, as well as the Corporation's prospects, are speculative due to the risky nature of its business and the present stage of its development. Investors may lose their entire investment.

COVID-19

Near the end of March 2020, there was a global outbreak of COVID-19, a pandemic infectious disease that has had a significant impact on the global economy including that of Canada and Mexico, where the Corporation operates, through restrictions put in place by the various levels of governments regarding travel, business operations and isolation orders to reduce the rate of spread of new infections. As the outbreak of COVID-19 presents risks that are unknown at this time and may not be adequately responded to locally, nationally or internationally due to lack of preparedness to detect and respond to significant pandemic threats, there are potentially significant economic and social impacts caused by this infectious disease risk, including the inability of the Corporation's exploration, development and production activities to continue as intended. The Corporation continues to monitor its ability to access its properties. COVID-19 may have a material impact on the market and could also impact the ability of the Corporation to obtain financial resources in the future. COVID-19 could cause disruptions to the Corporation's business and operational plans, including shortages of employees, unavailability of contractors and subcontractors, interruption of supplies from third parties upon which the Corporation relies, restrictions that governments impose to address the COVID-19 outbreak, and restrictions that the Corporation and its contractors and subcontractors impose to ensure the safety of employees and others. At this time, it is not possible to reliably estimate the financial impact of the length or severity of COVID-19 on the business and operations of the Corporation. As at the date of this Prospectus, COVID-19 has not had a material impact on the operation of the San Francisco Project nor has it had a material impact on the Corporation's exploration projects.

Revenues and Guidance

The Corporation has recently restarted production at the San Francisco Mine and has only recently achieved full-scale and steady state commercial production. There can be no assurance that significant losses will not occur in the near future or that the Corporation will be profitable in the future. The Corporation's operating expenses and capital expenditures may increase in subsequent years as costs increase for the personnel, consumables, equipment and consultants associated with advancing exploration, development and production. The Corporation has not yet generated revenues over a financial reporting period sufficient to fund its continuing operations.

The Corporation has recently commenced providing estimates and projections of its future production. Any such information is forward-looking. Neither the Corporation's auditors nor any other independent expert or outside party compiles or examines this forward-looking information. Accordingly, no such person expresses any opinion or any other form of assurance with respect thereto. Such estimates are made by the Corporation's management and technical personnel and are qualified by, and subject to the assumptions, contained or referred to in the filing, release or presentation in which they are made, as well as the assumptions described in this Prospectus and in the documents incorporated or deemed to be incorporated by reference herein. Any such production guidance or other financial or cost estimate the Corporation may provide speaks only as of the date on which they are made, and the Corporation disclaims any intent or obligation to update such estimates except as required by applicable laws, whether as a result of new information, future events or otherwise. Accordingly, this forward-looking information should be considered in the context in which it is provided and undue reliance should not be placed on it.

Additional Funding Requirements

The Corporation anticipates that it will make substantial capital expenditures for the acquisition, exploration, development and production of mineral properties in the future, and, from time to time, the Corporation may require additional financing in order to carry out these activities. Failure to obtain such financing on a timely basis could cause the Corporation to forfeit its interest in certain properties, miss certain acquisition opportunities, delay or indefinitely postpone further exploration and development of its projects with the possible loss of such properties, and reduce or terminate its operations. The Corporation may have limited ability to expend the capital necessary to undertake or complete its projects or to fulfill the Corporation's obligations under any applicable agreements. There can be no assurance that debt or equity financing, or cash flow generated by operations, will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms favourable to the Corporation. The Corporation may issue securities on less than favourable terms to raise sufficient capital to fund its business plan. If the Corporation's future revenues decrease as a result of lower commodity prices or otherwise, it will affect the Corporation's ability to expend the necessary capital to replace its reserves or to maintain its production. Any transaction involving the issuance of equity securities or securities convertible into Common Shares would result in dilution, possibly substantial, to present and prospective holders of Common Shares.

Dilution and Future Sales or Issuances of Equity Securities

The Corporation has limited financial resources and will have further capital requirements and exploration expenditures as it proceeds to expand exploration activities at its mineral projects, develop any such projects or take advantage of opportunities for acquisitions, joint ventures or other business opportunities that may be presented to it. The Corporation may sell additional equity securities (including through the sale of securities convertible into equity securities) in the future to finance its operations or may issue additional equity securities (including through the issuance of securities convertible into equity securities) as consideration for future acquisitions. The Corporation cannot predict the size or nature of future sales or issuances of equity securities or the size and terms of future sales or issuances of debt instruments or other securities convertible into equity securities or the effect, if any, that such future sales and issuances will have on the market price of the Common Shares.

Additional issuances of such securities may involve the issuance of a significant number of Common Shares at prices less than the current market price for the Common Shares. Sales or issuances of a significant number of Common Shares, or the perception that such sales or issuances could occur, may adversely affect prevailing market prices of the Common Shares. With any additional sale or issuance of Common Shares, investors will suffer dilution to their voting power and economic interest in the Corporation. Exercises of presently outstanding stock options or warrants may also result in dilution to security holders.

Volatility of the Trading Price of the Common Shares

The Common Shares are listed and posted for trading on the Exchange. In recent years, the securities markets have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly those considered exploration or development stage companies, have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continued fluctuations in price will not occur, which may result in losses to investors.

The trading price of the Common Shares may increase or decrease in response to a number of events and factors, including, but not limited to: the Corporation's operating performance and the performance of competitors and other similar companies; volatility in gold and other metal prices; the public's reaction to the Corporation's news releases, other public announcements and the Corporation's filings with the various securities regulatory authorities; the ability of the Corporation to meet the reporting and other obligations under Canadian securities laws or imposed by the Exchange; changes in recommendations by research analysts who track the Common Shares or the shares of other companies in the resource sector; a reduction in coverage by such research analysts; changes in general economic and/or political conditions; the arrival or departure of key personnel; and acquisitions, strategic alliances or joint ventures involving the Corporation or its competitors, which, if involving the issuance of Common Shares, or securities exercisable or exchangeable for or convertible into Common Shares, would result in dilution to present and prospective holders of Common Shares. In addition, the market price of the Common Shares is affected by many

variables not directly related to the Corporation's success and are, therefore, not within the Corporation's control, including other developments that affect the market for all resource sector securities, the breadth of the public market for the Common Shares and the attractiveness of alternative investments.

No Dividends

The Corporation has not paid dividends on its Common Shares since incorporation and does not anticipate doing so in the foreseeable future. Payment of any future dividends will be at the discretion of the board of directors of the Corporation after taking into account many factors, including operating results, financial condition, capital requirements, business opportunities and restrictions contained in any financing agreements.

CONSOLIDATED CAPITALIZATION

There have been no material changes in the share and loan capital of the Corporation, on a consolidated basis, since March 31, 2021, the date of the most recently filed interim condensed consolidated financial statements.

The applicable Prospectus Supplement will describe any material change, and the effect of such material change, on the share and loan capital of the Corporation that will result from the issuance of Securities pursuant to such Prospectus Supplement.

SELLING SECURITYHOLDERS

Securities may be sold under this Prospectus by way of secondary offering by or for the account of certain Selling Securityholders. The Prospectus Supplement for or including any offering of Securities by Selling Securityholders will include the following information, to the extent required by applicable securities laws:

the name of each Selling Securityholder;
the number or amount of Securities owned, controlled or directed of the class being distributed by each Selling Securityholder;
the number or amount of Securities of the class being distributed for the account of each Selling Securityholder;
the number or amount of Securities of any class to be owned, controlled or directed by each Selling Securityholder after the distribution and the percentage that number or amount represents of the total outstanding;
whether the Securities are owned by the Selling Securityholder both of record and beneficially, of record only, or beneficially only;
if the Selling Securityholder purchased any of the Securities within the two years preceding the date of the applicable Prospectus Supplement, the date or dates the Selling Securityholder acquired the Securities;
if the Selling Securityholder acquired any of the Securities in the 12 months preceding the date of the applicable Prospectus Supplement, the cost thereof to the Selling Securityholder in the aggregate and on an average cost-per-security basis;
if applicable, the disclosure required by item 1.11 of Form 44-101F1, and, if applicable, the Selling Securityholder will file a non-issuer's submission to jurisdiction form with the corresponding Prospectus Supplement; and
all other information that is required to be included in the applicable Prospectus Supplement.

USE OF PROCEEDS

The net proceeds to be received by the Corporation from any offering of Securities, the principal purposes for which the net proceeds will be used by the Corporation and the specific business objectives that the Corporation expects to accomplish using the net proceeds will be set forth in the applicable Prospectus Supplement relating to that offering of Securities.

There may be circumstances where, on the basis of results obtained or for other sound business reasons, a reallocation of funds may be necessary or prudent. Accordingly, management of the Corporation will have broad discretion in the application of the proceeds of an offering of Securities. The actual amount that the Corporation spends in connection with each intended use of proceeds may vary significantly from the amounts specified in the applicable Prospectus Supplement and will depend on a number of factors, including those referred to under "Risk Factors" and any other factors set forth in the applicable Prospectus Supplement.

The Corporation will not receive any proceeds from any sale of Securities by any Selling Securityholder.

PLAN OF DISTRIBUTION

The Corporation and the Selling Securityholders may from time to time, during the 25-month period that this Prospectus, including any amendments hereto, remains valid, offer for sale and issue, as applicable, up to an aggregate of $100,000,000 (or the equivalent in other currencies based on the applicable exchange rate at the time of the offering) in Securities hereunder.

The Corporation and the Selling Securityholders may offer and sell the Securities to or through underwriters or dealers, directly to one or more purchasers or through agents. In addition, Securities may be offered and issued in consideration for the acquisition (an "Acquisition") of other businesses, assets or securities by the Corporation or one of its subsidiaries. The consideration for any such Acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

Each Prospectus Supplement, to the extent applicable, will describe the number and terms of the Securities to which such Prospectus Supplement relates, the name or names of any underwriters, dealers or agents with whom the Corporation or any Selling Securityholder has entered into arrangements with respect to the sale of such Securities, the name of any Selling Securityholders, the public offering or purchase price of such Securities and the net proceeds. The Prospectus Supplement will also include any underwriting discounts or commissions and other items constituting underwriters' compensation and will identify any securities exchanges on which the Securities may be listed.

This Prospectus may also, from time to time, relate to the offering of the Securities by certain Selling Securityholders. The Selling Securityholder may sell all or a portion of the Securities beneficially owned by them and offered thereby from time to time directly or through one or more underwriters, dealers or agents. Any underwriter, dealer or agent involved in an offering of the Securities pursuant to this Prospectus by a Selling Securityholder will be named, and any commissions or fees payable by the Corporation or by such Selling Securityholder to that underwriter, dealer or agent, will be set out in the applicable Prospectus Supplement.

The Securities may be sold, from time to time, in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market price, at varied prices determined at the time of sale, or at negotiated prices, including sales in transactions that are deemed to be "at-the-market distributions" as defined in NI 44-102, including sales made directly on the Exchange or other existing trading markets for the Securities. The prices at which the Securities may be offered and sold may vary as between purchasers and during the period of distribution. If, in connection with the offering of the Securities at a fixed price or prices, the underwriters have made a reasonable effort to sell all of the Securities at the initial offering price disclosed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial offering price disclosed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters to the Corporation.

Only underwriters named in the Prospectus Supplement are deemed to be underwriters in connection with such Securities offered by that Prospectus Supplement.

Under agreements which may be entered into by the Corporation and/or any Selling Securityholders, underwriters, dealers and agents who participate in the distribution of Securities may be entitled to indemnification by the Corporation and/or the Selling Securityholder against certain liabilities, including liabilities under applicable Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. The underwriters, dealers and agents with whom the Corporation and/or any Selling Securityholders enter into agreements may be customers of, engage in transactions with, or perform services for, the Corporation and/or the Selling Securityholder in the ordinary course of business.

A purchaser's rights and remedies under applicable securities legislation against a dealer underwriting or acting as an agent for the Corporation in an "at-the-market distribution" will not be affected by that dealer's decision to effect the distribution directly or through a selling agent.

Agents, underwriters or dealers may make sales of Securities in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an "at-the-market distribution" as defined in NI 44-102 and subject to limitations imposed by and the terms of any regulatory approvals required and obtained under, applicable Canadian securities laws which includes sales made directly on an existing trading market for the Common Shares, or sales made to or through a market maker other than on an exchange.

In connection with any offering of Securities, except as otherwise set out in a Prospectus Supplement relating to a particular offering of Securities and other than in relation to an "at-the-market distribution", the underwriters, dealers or agents, as the case may be, may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at levels other than those which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

No underwriter of the at-the-market distribution, and no person or company acting jointly or in concert with an underwriter, may, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the market price of the Securities or securities of the same class as the Securities distributed under the "atthe-market" prospectus, including selling an aggregate number or principal amount of Securities that would result in the underwriter creating an over-allocation position in the Securities.

The Corporation may authorize agents or underwriters to solicit offers by eligible institutions to purchase Securities from the Corporation at the public offering price set forth in the applicable Prospectus Supplement under delayed delivery contracts providing for payment and delivery on a specified date in the future. The conditions to these contracts and the commissions payable for solicitation of these contracts will be set forth in the applicable Prospectus Supplement.

Each class or series of Securities, other than the Common Shares, will be a new issue of Securities with no established trading market. Subject to applicable laws, any underwriter may make a market in such Securities, but will not be obligated to do so and may discontinue any market making at any time without notice. There may be limited liquidity in the trading market for any such Securities. Unless otherwise specified in the applicable Prospectus Supplement, the Corporation does not intend to list any of the Securities other than the Common Shares on any securities exchange. Consequently, unless otherwise specified in the applicable Prospectus Supplement, there is no market through which the Warrants, Subscription Receipts, Units, Convertible Securities or Debt Securities may be sold and purchasers may not be able to resell any such Securities purchased under this Prospectus. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation. See "Risk Factors". No assurances can be given that a market for trading in Securities of any series or issue will develop or as to the liquidity of any such market, whether or not the Securities are listed on a securities exchange.

EARNINGS COVERAGE RATIOS

The applicable Prospectus Supplement will provide, as required and if applicable, the earnings coverage ratios with respect to the issuance of Debt Securities pursuant to such Prospectus Supplement.

DESCRIPTION OF SECURITIES

Common Shares

The Corporation is authorized to issue an unlimited number of Common Shares. As of July 19, 2021, there were 89,459,874 Common Shares issued and outstanding, options to acquire 4,800,000 Common Shares outstanding and warrants to acquire 702,099 Common Shares outstanding.

Holders of Common Shares are entitled to receive notice of any meetings of shareholders of the Corporation, and to attend and to cast one vote per Common Share at all such meetings. Holders of Common Shares do not have cumulative voting rights with respect to the election of directors and, accordingly, holders of a majority of the Common Shares entitled to vote in any election of directors may elect all directors standing for election. Holders of Common Shares are entitled to receive dividends if, as and when declared by the Corporation's board of directors at its discretion from funds legally available for the payment of dividends and upon the liquidation, dissolution or winding up of the Corporation are entitled to receive the remaining property of the Corporation. The Common Shares do not carry any pre-emptive rights or conversion or exchange rights, nor do they contain any redemption, retraction, purchase for cancellation or surrender provisions, or sinking or purchase fund provisions. There are no provisions restricting the issuance of additional securities by the Corporation or requiring a securityholder to contribute additional capital.

Warrants

The Corporation may issue Warrants, separately or together with other Securities or in any combination thereof, as the case may be. The Warrants will be issued under a separate Warrant agreement or indenture. A copy of the Warrant agreement or indenture relating to an offering of Warrants will be filed by the Corporation with securities regulatory authorities in Canada after it has been entered into by the Corporation. The following describes the general terms that will apply to any Warrants that may be offered by the Corporation pursuant to this Prospectus. The terms and provisions of any Warrants offered under a Prospectus Supplement may differ from the terms described below, and may not be subject to or contain any or all of the terms described below.

The specific terms and provisions of the Warrants, and the extent to which the general terms of the Warrants described in this Prospectus apply to those Warrants, will be set forth in the applicable Prospectus Supplement. This description will include, where applicable:

the number of Warrants offered;
the price or prices, if any, at which the Warrants will be offered;
the currency at which the Warrants will be offered and in which the exercise price under the Warrants may be payable;
upon exercise of the Warrant, the events or conditions under which the amount of securities may be subject to adjustment;
the date on which the right to exercise such Warrants shall commence and the date on which such right shall expire;
if applicable, the identity of the Warrant agent;
whether the Warrants will be listed on any securities exchange;
whether the Warrants will be issued with any other securities and, if so, the amount and terms of these securities;
any minimum or maximum subscription amount;
whether the Warrants are to be issued in registered form, "book-entry only" form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
any material risk factors relating to such Warrants and the securities to be issued upon exercise of the Warrants;
any other rights, privileges, restrictions and conditions attaching to the Warrants and the securities to be issued upon exercise of the Warrants; and
any other material terms or conditions of the Warrants and the securities to be issued upon exercise of the Warrants.

Prior to the exercise of any Warrants, holders of such Warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including the right to receive payments of dividends or the right to vote such underlying securities.

Subscription Receipts

The Corporation may issue Subscription Receipts, separately or together with other Securities or in any combination thereof, as the case may be. The Subscription Receipts will be issued under an agreement or indenture. A copy of the Subscription Receipt agreement or indenture relating to an offering of Subscription Receipts will be filed by the Corporation with securities regulatory authorities in Canada after it has been entered into by the Corporation. The applicable Prospectus Supplement will include details of the Subscription Receipt agreement or indenture, if any, governing the Subscription Receipts being offered. The following describes the general terms that will apply to any Subscription Receipts that may be offered by the Corporation pursuant to this Prospectus. The terms and provisions of any Subscription Receipts offered under a Prospectus Supplement may differ from the terms described below, and may not be subject to or contain any or all of the terms described below.

The specific terms and provisions of the Subscription Receipts, and the extent to which the general terms of the Subscription Receipts described in this Prospectus apply to those Subscription Receipts, will be set forth in the applicable Prospectus Supplement. This description will include, where applicable:

the number of Subscription Receipts offered;
the price or prices, if any, at which the Subscription Receipts will be offered;
the manner of determining the offering price(s);
the currency at which the Subscription Receipts will be offered and whether the price is payable in installments;
the securities into which the Subscription Receipts may be exchanged;
conditions to the exchange of Subscription Receipts into securities and the consequences of such conditions not being satisfied;
the number of securities that may be issued upon the exchange of each Subscription Receipt and the price per security or the aggregate principal amount, denominations and terms of the series of Debt

Securities that may be issued upon exchange of the Subscription Receipts, and the events or conditions under which the amount of securities may be subject to adjustment;

the dates or periods during which the Subscription Receipts may be exchanged;
the circumstances, if any, which will cause the Subscription Receipts to be deemed to be automatically exchanged;
provisions applicable to any escrow of the gross or net proceeds from the sale of the Subscription Receipts plus any interest or income earned thereon, and for the release of such proceeds from such escrow;
if applicable, the identity of the Subscription Receipt agent;
whether the Subscription Receipts will be listed on any securities exchange;
whether the Subscription Receipts will be issued with any other securities and, if so, the amount and terms of these securities;
any minimum or maximum subscription amount;
whether the Subscription Receipts are to be issued in registered form, "book-entry only" form, noncertificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
any material risk factors relating to such Subscription Receipts and the securities to be issued upon exchange of the Subscription Receipts;
material Canadian federal income tax consequences of owning the Subscription Receipts and the securities to be issued upon exchange of the Subscription Receipts;
any other rights, privileges, restrictions and conditions attaching to the Subscription Receipts and the securities to be issued upon exchange of the Subscription Receipts; and
any other material terms or conditions of the Subscription Receipts and the securities to be issued upon exchange of the Subscription Receipts.

Prior to the exchange of any Subscription Receipts, holders of such Subscription Receipts will not have any of the rights of holders of the securities for which the Subscription Receipts may be exchanged, including the right to receive payments of dividends or the right to vote such underlying securities.

Units

The Corporation may issue Units, separately or together with other Securities or in any combination thereof, as the case may be. Each Unit will be issued so that the holder of the Unit is also the holder of each Security comprising the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each Security. The following describes the general terms that will apply to any Units that may be offered by the Corporation pursuant to this Prospectus. The terms and provisions of any Units offered under a Prospectus Supplement may differ from the terms described below, and may not be subject to or contain any or all of the terms described below.

The specific terms and provisions of the Units, and the extent to which the general terms of the Units described in this Prospectus apply to those Units, will be set forth in the applicable Prospectus Supplement. This description will include, where applicable:

• the number of Units offered;

the price or prices, if any, at which the Units will be offered;
the manner of determining the offering price(s);
the currency at which the Units will be offered;
the securities comprising the Units;
whether the Units will be issued with any other securities and, if so, the amount and terms of these securities;
any minimum or maximum subscription amount;
whether the Units and the Securities comprising the Units are to be issued in registered form, "bookentry only" form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
any material risk factors relating to such Units or the securities comprising the Units;
material Canadian federal income tax consequences of owning the securities comprising the Units;
any other rights, privileges, restrictions and conditions attaching to the Units or the securities comprising the Units; and
any other material terms or conditions of the Units or the securities comprising the Units, including whether and under what circumstances the securities comprising the Units may be held or transferred separately.

Convertible Securities

The Corporation may issue Convertible Securities, separately or together with other Securities or in any combination thereof, as the case may be. The Convertible Securities will be convertible or exchangeable into Common Shares and/or other Securities. The applicable Prospectus Supplement will include details of the agreement, indenture or other instrument pursuant to which such Convertible Securities will be created and issued. The following describes the general terms that will apply to any Convertible Securities that may be offered by the Corporation pursuant to this Prospectus. The terms and provisions of any Convertible Securities offered under a Prospectus Supplement may differ from the terms described below, and may not be subject to or contain any or all of the terms described below.

The specific terms and provisions of the Convertible Securities, and the extent to which the general terms of the Convertible Securities described in this Prospectus apply to those Convertible Securities, will be set forth in the applicable Prospectus Supplement. This description will include, where applicable:

the number of such Convertible Securities offered;
the price at which such Convertible Securities will be offered;
the currency at which the Convertible Securities will be offered;
the procedures for the conversion or exchange of such Convertible Securities into or for Common Shares and/or other Securities;
the number of Common Shares and/or other Securities that may be issued upon the conversion or exchange of such Convertible Securities;
the period or periods during which any conversion or exchange may or must occur;
the designation and terms of any other Convertible Securities with which such Convertible Securities will be offered, if any;
the gross proceeds from the sale of such Convertible Securities;
whether the Convertible Securities will be listed on any securities exchange;
any minimum or maximum subscription amount;
whether the Convertible Securities are to be issued in registered form, "book-entry only" form, noncertificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
any material risk factors relating to such Convertible Securities;
certain material Canadian federal income tax consequences of owning the Convertible Securities;
any other rights, privileges, restrictions and conditions attaching to the Convertible Securities; and
any other material terms or conditions of the Convertible Securities.

Debt Securities

The Corporation may issue Debt Securities, separately or together with other Securities or in any combination thereof, as the case may be. The Debt Securities will be issued under one or more indentures, in each case between the Corporation and a trustee to be determined by the Corporation and named in a Prospectus Supplement. A copy of the form of indenture in connection with offerings of Debt Securities will be filed by the Corporation with securities regulatory authorities in Canada after it has been entered into by the Corporation. The following describes the general terms that will apply to any Debt Securities that may be offered by the Corporation pursuant to this Prospectus. The terms and provisions of any Debt Securities offered under a Prospectus Supplement may differ from the terms described below, and may not be subject to or contain any or all of the terms described below.

The specific terms and provisions of the Debt Securities, and the extent to which the general terms of the Debt Securities described in this Prospectus apply to those Debt Securities, will be set forth in the applicable Prospectus Supplement. This description will include, where applicable:

the aggregate principal amount and authorized denominations of such Debt Securities;
the manner of determining the offering price(s);
the currency in which the Debt Securities may be purchased and the currency in which the principal and any interest is payable;
the percentage of the principal amount at which such Debt Securities will be issued;
the date or dates on which such Debt Securities will mature;
any mandatory or optional redemption provisions applicable to the Debt Securities;
any sinking fund or analogous redemption provisions applicable to the Debt Securities;
the rate or rates per annum at which such Debt Securities will bear interest (if any), or the method of determination of such rates (if any);
the dates on which any such interest will be payable and the record dates for such payments;
the form of consideration for payment of any interest and/or principal payments (whether by cash, Common Shares or other securities, or a combination thereof);
the trustee under the indenture pursuant to which the Debt Securities are to be issued;
the designation and terms of any Debt Securities which will be offered, if any, and the number of Debt Securities that will be offered;
any exchange or conversion terms;
any provisions relating to any security provided for the Debt Securities;
event of default provisions contained in the indenture pursuant to which the Debt Securities are to be issued;
whether the Debt Securities will be senior or subordinated to other liabilities of the Corporation;
if applicable, the identity of the Debt Security agent;
whether the Debt Securities will be listed on any securities exchange;
whether the Debt Securities will be issued with any other securities and, if so, the amount and terms of these securities;
any minimum or maximum subscription amount;
whether the Debt Securities are to be issued in registered form, "book-entry only" form, noncertificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
any material risk factors relating to such Debt Securities;
material Canadian federal income tax consequences of owning the Debt Securities;
any other rights, privileges, restrictions and conditions attaching to the Debt Securities; and
any other material terms or conditions of the Debt Securities.

Each series of Debt Securities may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary.

The terms on which a series of Debt Securities may be convertible into or exchangeable for Common Shares or other securities will be described in the applicable Prospectus Supplement. These terms may include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at the option of the Corporation, and may include provisions pursuant to which the number of Common Shares or other securities to be received by the holders of such series of Debt Securities would be subject to adjustment.

To the extent any Debt Securities are convertible into other securities, prior to such conversion the holders of such Debt Securities will not have any of the rights of holders of the securities into which the Debt Securities are convertible, including the right to receive payments of dividends or the right to vote such underlying securities.

PRIOR SALES

Information in respect of Common Shares issued by the Corporation within the previous 12 month period, and in respect of securities that are convertible or exchangeable into Common Shares, will be provided as required in a Prospectus Supplement with respect to the issuance of Securities pursuant to such Prospectus Supplement.

TRADING PRICE AND VOLUME

The Common Shares are listed and posted for trading on the Exchange under the symbol "MGR". Information in respect of trading price and volume of the Common Shares during the previous 12 month period will be provided as required in a Prospectus Supplement.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES

The applicable Prospectus Supplement may include a general summary of certain Canadian federal income tax consequences which may be applicable to a purchaser of Securities hereunder.

LEGAL MATTERS

Certain legal matters in connection with the Securities offered hereby will be passed upon on behalf of the Corporation by Bennett Jones LLP.

INTEREST OF EXPERTS

The following persons have been named as having prepared or certified a report, valuation, statement or opinion in this Prospectus, 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:

San Francisco Project Technical Report William J. Lewis, P.Geo., Richard M. Gowans, P.Eng., Nigel Fung, B.Sc.H, B.Eng., P.Eng., Christopher Jacobs, CEng, MIMMM, and Ing. Alan San Martin, MAusIMM(CP), of Micon International Limited, and Rodrigo Calles-Montijo, CPG, of Servicios Geológicos IMEx, S.C. prepared the technical report entitled "NI 43-101 F1 Technical Report, Pre-Feasibility Study for the San Francisco Gold Project, Sonora, Mexico" dated August 28, 2020 with an effective date of August 8, 2020.
Mercedes Project Technical Report William J. Lewis, P.Geo., Richard M. Gowans, P.Eng., and Ing. Alan San Martin, MAusIMM(CP), of Micon International Limited, and Rodrigo Calles-Montijo, CPG, of Servicios Geológicos IMEx, S.C. prepared the technical report entitled "NI 43- 101 Technical Report, Initial Mineral Resource Estimate for the La Lamosa Ridge Deposit, Mercedes Project, Santa Rosa de Yécora District, Sonora State, Mexico" dated January 22, 2021 with an effective date of January 11, 2021.

To the knowledge of the Corporation, as of the date of this Prospectus, each person referenced above holds less than one per cent of any outstanding securities of the Corporation, or of any associate or affiliate of the Corporation.

Baker Tilly WM LLP, Chartered Professional Accountants, are the auditors of the Corporation and have performed the audit and have issued an independent auditor's report dated April 7, 2021 in respect of the Annual Financial Statements. Baker Tilly WM LLP is independent of the Corporation within the meaning of the Chartered Professional Accountants of British Columbia Code of Professional Conduct.

Galaz, Yamazaki, Ruiz Urquiza, S.C., a member of Deloitte Touche Tohmatsu Limited, the auditors of Molimentales, performed the audit and issued an independent auditor's report dated July 20, 2020 in respect of the audited annual financial statements of Molimentales as at and for the year ended December 31, 2019 included in the Business Acquisition Report. Galaz, Yamazaki, Ruiz Urquiza, S.C., a member of Deloitte Touche Tohmatsu Limited,

is independent of Molimentales in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants and with the Ethics Code issued by the Mexican Institute of Public Accountants.

As of the date of this Prospectus, the partners and associates of Bennett Jones LLP, as a group, beneficially hold, directly or indirectly, less than one per cent of any outstanding securities of the Corporation, or of any associate or affiliate of the Corporation.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is Capital Transfer Agency ULC, Suite 920, 390 Bay Street, Toronto, Ontario, M5H 2Y2.

EXEMPTION

Pursuant to a decision of the Autorité des marchés financiers dated April 16, 2021, the Corporation was granted a permanent exemption from the requirement to translate into French this Prospectus, as well as the documents incorporated by reference herein, and any Prospectus Supplement to be filed in relation to an "at-the-market distribution". This exemption is granted on the condition that this Prospectus and any Prospectus Supplement (other than in relation to an "at-the-market distribution") be translated into French if the Corporation offers the Securities to Québec purchasers in connection with an offering other than in relation to an "at-the-market distribution".

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in some provinces and territories of Canada provides purchasers of Securities with the right to withdraw from an agreement to purchase Securities and with remedies for rescission or, in some jurisdictions, revisions of the price, or damages if the Prospectus, Prospectus Supplement, and any amendment relating to Securities purchased by a purchaser are not sent or delivered to the purchaser. However, purchasers of Securities distributed under an at-the-market distribution by the Corporation do not have the right to withdraw from an agreement to purchase the Securities and do not have remedies of rescission or, in some jurisdictions, revisions of the price, or damages for non-delivery of the Prospectus, Prospectus Supplement, and any amendment relating to the Securities purchased by such purchaser because the Prospectus, Prospectus Supplement, and any amendment relating to the Securities purchased by such purchaser will not be sent or delivered, as permitted under Part 9 of NI 44-102.

Securities legislation in some provinces and territories of Canada further provides purchasers with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the Prospectus, Prospectus Supplement, and any amendment relating to Securities purchased by a purchaser contains a misrepresentation. Those remedies must be exercised by the purchaser within the time limit prescribed by securities legislation. Any remedies under securities legislation that a purchaser of the Securities distributed under an at-the-market distribution by the Corporation may have against the Corporation or its agents for rescission or, in some jurisdictions, revisions of the price, or damages if the Prospectus, Prospectus Supplement, and any amendment relating to Securities purchased by a purchaser contain a misrepresentation will remain unaffected by the non-delivery of the Prospectus referred to above.

A purchaser should refer to applicable securities legislation for the particulars of these rights and should consult a legal adviser.

Original purchasers of Warrants (if offered separately), Subscription Receipts or Convertible Securities will have a contractual right of rescission against the Corporation in respect of the exercise, conversion or exchange of such Warrants, Subscription Receipts or Convertible Securities, as the case may be. The contractual right of rescission will entitle such original purchasers to receive, in addition to the amount paid on original purchase of the Warrant, Subscription Receipt or Convertible Security, as the case may be, the amount paid upon exercise, conversion or exchange upon surrender of the underlying securities gained thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the exercise, conversion or exchange takes place within 180 days of the date of the purchase of the Warrant, Subscription Receipt or Convertible Security under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the Warrant, Subscription Receipt or Convertible Security under this Prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under section 130 of the Securities Act (Ontario), and is in addition to any other right or remedy available to original purchasers under section 130 of the Securities Act (Ontario) or otherwise at law.

In an offering of Warrants, Subscription Receipts or other Convertible Securities, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the Prospectus is limited, in certain provincial and territorial securities legislation, to the price at which the Warrants, Subscription Receipts or other Convertible Securities are offered to the public under the Prospectus offering. This means that, under the securities legislation of certain provinces and territories, if the purchaser pays additional amounts upon conversion, 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 and territories. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for the particulars of this right of action for damages or consult with a legal advisor.

CERTIFICATE OF THE CORPORATION

Dated: July 20, 2021

This amended and restated short form prospectus, together with the documents incorporated in this prospectus by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities legislation of each of the provinces and territories of Canada.

(signed) "Arturo Bonillas" (signed) "Colin Sutherland" Arturo Bonillas President and Chief Executive Officer

Colin Sutherland Chief Financial Officer

On behalf of the Board of Directors

(signed) "Alexander Tsakumis" (signed) "Parviz Farsangi"

Alexander Tsakumis Director

Parviz Farsangi Director

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Magna Gold Corp. — Capital/Financing Update 2021

47565_rns_2021-07-20_5c174b92-4d16-4a1b-acfa-02168a6ef787.pdf

AMENDED AND RESTATED PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS (amending and restating the preliminary short form base shelf prospectus dated April 21, 2021)

MAGNA GOLD CORP.

A CANADIAN SECURITIES REGULATOR HAS NOT APPROVED OR DISAPPROVED THE SECURITIES OFFERED HEREBY OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

carefully reviewed and considered by prospective investors in connection with an investment in such Securities. See "Cautionary Note Regarding Forward-Looking Information" and "Risk Factors".

ABOUT THIS PROSPECTUS

FINANCIAL INFORMATION

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

DOCUMENTS INCORPORATED BY REFERENCE

THE CORPORATION

Recent Developments

COVID-19

RISK FACTORS

An investment in the Securities, as well as the Corporation's prospects, are speculative due to the risky nature of its business and the present stage of its development. Investors may lose their entire investment.

COVID-19

Revenues and Guidance

Additional Funding Requirements

Dilution and Future Sales or Issuances of Equity Securities

Volatility of the Trading Price of the Common Shares

No Dividends

CONSOLIDATED CAPITALIZATION

SELLING SECURITYHOLDERS

USE OF PROCEEDS

PLAN OF DISTRIBUTION

EARNINGS COVERAGE RATIOS

DESCRIPTION OF SECURITIES

Common Shares

Warrants

Subscription Receipts

Units

Convertible Securities

Debt Securities

PRIOR SALES

TRADING PRICE AND VOLUME

CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES

LEGAL MATTERS

INTEREST OF EXPERTS

TRANSFER AGENT AND REGISTRAR

EXEMPTION

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

CERTIFICATE OF THE CORPORATION

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Magna Gold Corp. Capital/Financing Update 2021