Maple Gold Mines - Capital/Financing Update 2020

A copy of this preliminary short form prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada, but has not yet become final for the purpose of the sale of securities. Information contained in this 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.

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.

The securities offered under this short form prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or any state securities laws, and may not be offered or sold in the United States of America, its territories and possessions, any state of the United States or the District of Columbia (collectively, the “ United States ”) unless exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws are available. 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. See “Plan of Distribution”.

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in each of the provinces of Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Maple Gold Mines Ltd. at 600-1111 West Hastings Street, Vancouver, British Columbia, V6E 2J3, telephone (604) 839-8076, and are also available electronically at www.sedar.com.

PRELIMINARY SHORT FORM PROSPECTUS

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December 11, 2020
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MAPLE GOLD MINES LTD.

$10,008,000

27,800,000 Common Shares

This short form prospectus (the “ Prospectus ”) qualifies the distribution (the “ Offering ”) of 27,800,000 common shares (the “ Common Shares ”) in the capital of Maple Gold Mines Ltd. (“ MGM ” or the “ Corporation ”) at a price of $0.36 per Common Share (the “ Offering Price ”). The Common Shares will be issued pursuant to an underwriting agreement (the “ Underwriting Agreement ”) dated December 11, 2020, between the Corporation and BMO Nesbitt Burns Inc. (the “ Underwriter ”). See “Plan of Distribution”.

The issued and outstanding Common Shares of the Corporation are listed and posted for trading on the TSX Venture Exchange (the “ TSXV ”) under the symbol “MGM”, quoted for trading on the OTC Market Group’s OTCQB Market (“ OTCQB ”) under the symbol “MGMLF” and quoted for trading on the Frankfurt Stock Exchange (the “ FSE ”) under the symbol “M3G”. On December 7, 2020, the last trading day prior to the announcement of the Offering, the closing prices of the Common Shares on the TSXV, the OTCQB and the Frankfurt Stock Exchange were $0.395, US$0.316 and €0.232, respectively, and on December 10, 2020, the last full trading day prior to the date of this Prospectus, the closing prices of the Common Shares on the TSXV, the OTCQB and the Frankfurt Stock Exchange were $0.375, US$0.290 and €0.226, respectively. The Corporation will apply to list the Common Shares distributed under this Prospectus on the TSXV. The Common Shares will also be included in trading at the Regulated Market of the Frankfurt Stock Exchange. Listing will be subject to the Corporation fulfilling all of the requirements of the TSXV.

Price: $0.36 per Common Share

Per Common Share(1) Total	Price to the Public $0.36 $10,008,000	Underwriter’s Fee(2) $0.0216 $570,480(3)(4)	Net Proceeds to the Corporation(3)
			$0.3384 $9,437,520(4)

Notes:

(1) The Offering Price was determined by arm’s length negotiation between the Underwriter and the Corporation, with reference to the prevailing market price of the Common Shares on the TSXV.
(2) In consideration for the services rendered by the Underwriter in connection with the Offering, the Underwriter will be paid an aggregate cash fee (the “ Underwriter’s Fee ”) equal to 6% of the gross proceeds of the Offering (plus any gross proceeds raised on exercise of the Over-Allotment Option (as defined below)), other than (i) in respect of Common Shares sold to certain preidentified purchasers (the “ President’s List Purchasers ”), in which case the Underwriter’s Fee will be reduced to 3% (being $0.0108 per Common Share), and (ii) in respect of Common Shares sold to Agnico Eagle Mines Limited (“ Agnico ”) pursuant to the exercise of the participation rights granted to Agnico by the Corporation pursuant to an investor rights agreement between the Corporation and Agnico dated October 13, 2020, in which case no Underwriter’s Fee will be payable thereon (such sales expected to represent 1,388,888 Common Shares). See “Plan of Distribution”.
(3) Assuming no Common Shares are sold to President’s List Purchasers. In addition, as no Underwriting Fee is payable to the Underwriter on any Common Shares purchased by Agnico (provided that Agnico waives any and all prospectus liability claims against the Underwriter associated with the purchase by Agnico of any Common Shares), the total “Underwriter’s Fee” and “Net Proceeds to the Corporation” have been calculated by excluding the fee of $0.0216 per Common Share from the 1,388,888 Common Shares to be purchased by Agnico.
(4) After deducting the Underwriter’s Fee (assuming no sales to President’s List Purchasers), but before deducting expenses of the Offering, including in connection with the preparation and filing of this Prospectus, which are estimated to be $450,000, which, together with the Underwriter’s Fee, will be paid from the gross proceeds of the Offering.

The Corporation has granted the Underwriter an over-allotment option (the “ Over-Allotment Option ”), exercisable in whole or in part, at any time and from time to time, in the sole discretion of the Underwriter, for a period of 30 days from the closing of the Offering, to purchase up to an additional amount of Common Shares equal to 15% of the Common Shares sold pursuant to the Offering, being 4,170,000 Common Shares (the “ Over-Allotment Shares ”), at the Offering Price, to cover overallotments, if any, and for market stabilization purposes. This Prospectus also qualifies the grant of the Over-Allotment Option and the distribution of Over-Allotment Shares issuable pursuant to the exercise of the Over-Allotment Option. A purchaser who acquires Over-Allotment Shares issuable on the exercise of the Over-Allotment Option, forming part of the Underwriter’s over-allocation position, acquires such Over-Allotment Shares under this Prospectus regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. If the Over-Allotment Option is exercised in full, the total “Price to the Public”, “Underwriter’s Fee” and “Net Proceeds to the Corporation” (before payment of the expenses of the Offering) will be approximately $11,509,200, $660,552, and $10,848,648, respectively (assuming no Common Shares are sold to President’s List Purchasers). See “Plan of Distribution” and the table below:

Underwriter’s Position Over-Allotment Option(1)	Number of Over-Allotment Securities Available 4,170,000 Over-Allotment Shares Up to 30 Offering	Exercise Period Exercise Price days from closing of the $0.36 per Over-Allotment Share

Note:

(1) This Prospectus qualifies the grant of the Over-Allotment Option and the issuance of Over-Allotment Shares on exercise of the OverAllotment Option. See “Plan of Distribution”.

Unless otherwise indicated, references in this Prospectus to the “Common Shares” includes the Over-Allotment Shares, and references in this Prospectus to the “Offering” includes the Over-Allotment Option, if and to the extent exercised. See “Plan of Distribution”.

Investing in the Common Shares is speculative and involves significant risks that should be carefully considered by prospective investors before purchasing such securities. The risks outlined in this Prospectus and in the documents incorporated by reference herein should be carefully reviewed and considered by prospective investors in connection with an investment in such securities. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors”.

The Underwriter, as principal, conditionally offers the Common Shares, subject to prior sale, if, as and when issued by the Corporation and accepted by the Underwriter in accordance with the conditions contained in the Underwriting Agreement referred to under “Plan of Distribution” and subject to the approval of certain legal matters on behalf of the Corporation by Cassels Brock & Blackwell LLP and on behalf of the Underwriter by Torys LLP.

Subscriptions for Common Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Closing of the Offering is expected to take place on or about December 30, 2020, or on such other date as may be agreed upon by the Corporation and the Underwriter (the “ Closing Date ”), however, the Common Shares offered pursuant to this Prospectus are to be taken up by the Underwriter, if at all, on or before a date that is not later than 42 days after the date of the receipt for the final short form prospectus to be filed in connection with the Offering. It is expected that the Corporation will arrange for an instant deposit of the Common Shares to or for the account of the Underwriter with CDS Clearing and Depository Services Inc. (“ CDS ”) on the Closing Date, against payment of the aggregate purchase price for the Common Shares, and no certificates representing Common Shares will be issued in connection with the Offering, except in certain limited circumstances. A purchaser of Common Shares, including purchasers in the United States who are “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act (“ QIBs ”), if any, will receive only a customer confirmation from the registered dealer through which the Common Shares are purchased.

Subject to applicable laws, the Underwriter may, in connection with the Offering, effect transactions intended to stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. The Underwriter proposes to offer the Offered Shares initially at the Offering Price. After the Underwriter has made reasonable efforts to sell all of the Common Shares at the Offering Price, the Offering Price may be decreased, and further changed from time to time, to an amount not greater than the Offering Price. Any such reduction will not affect the proceeds received by the Corporation. See “Plan of Distribution”.

Prospective investors are advised to consult their own tax advisors regarding the application of Canadian federal income tax laws to their particular circumstances, as well as any other provincial, local, foreign and other tax consequences of acquiring, holding or disposing of Common Shares.

Prospective investors should rely only on the information contained in this Prospectus and the documents incorporated by reference herein. Neither the Corporation nor the Underwriter has authorized anyone to provide prospective investors with information different from that contained in this Prospectus. The information contained in this Prospectus or incorporated by reference in this Prospectus is accurate only as of the date of this Prospectus or the respective dates of the documents incorporated by reference herein, as the case may be, regardless of the time of delivery of this Prospectus or any sale of the Common Shares .

MGM has prepared its financial statements, incorporated herein by reference, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“ IFRS ”) which is incorporated within Part 1 of the CPA Canada Handbook – Accounting, and its financial statements are subject to Canadian generally accepted auditing standards and auditor independence standards.

Unless otherwise indicated, all references to “$”, “C$” or “dollars” in this Prospectus refer to Canadian dollars.

The corporate and head office of the Corporation is located at Suite 600-1111 West Hastings Street, Vancouver, British Columbia, V6E 2J3, and its registered office is located at 250, Place d’Youville, 2[nd] Floor, Montreal, Quebec, H2Y 2B6.

Ms. Michelle Roth, a director of the Corporation who resides outside of Canada, has appointed Cassels Brock & Blackwell LLP, Suite 2200, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8 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.

DESCRIPTION PAGE NO.
ABOUT THIS PROSPECTUS...................................................................................................................................... 5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ..................................................... 5
ELIGIBILITY FOR INVESTMENT ............................................................................................................................ 6
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................ 6
MARKETING MATERIALS ....................................................................................................................................... 7
THE CORPORATION .................................................................................................................................................. 8
CONSOLIDATED CAPITALIZATION ...................................................................................................................... 8
USE OF PROCEEDS .................................................................................................................................................... 8
PLAN OF DISTRIBUTION ....................................................................................................................................... 10
DESCRIPTION OF SECURITIES BEING DISTRIBUTED ..................................................................................... 13
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ............................................................. 13
PRIOR SALES ............................................................................................................................................................ 16
TRADING PRICE AND VOLUME ........................................................................................................................... 17
RISK FACTORS ......................................................................................................................................................... 17
EXEMPTIONS............................................................................................................................................................ 20
INTEREST OF EXPERTS .......................................................................................................................................... 21
LEGAL MATTERS .................................................................................................................................................... 21
AUDITORS AND TRANSFER AGENT AND REGISTRAR ................................................................................... 21
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION .......................................................................... 21
CERTIFICATE OF THE CORPORATION ............................................................................................................. C-1
CERTIFICATE OF THE UNDERWRITER ............................................................................................................. C-2

ABOUT THIS PROSPECTUS

Readers should rely only on information contained or incorporated by reference in this Prospectus. The Corporation has not authorized anyone to provide the reader with different information. The Corporation and the Underwriter are not making an offer to sell or seeking offers to buy the Common Shares in any jurisdiction where the offer or sale is not permitted. Prospective purchasers should assume that the information appearing or incorporated by reference in this Prospectus is accurate only as at the respective dates thereof, regardless of the time of delivery of the Prospectus or of any sale of the Common Shares. The Corporation’s business, financial condition, results of operations and prospects may have changed since that date. The Corporation does not undertake to update the information contained or incorporated by reference herein, except as required by applicable securities laws.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains “forward-looking statements” or “forward-looking information” within the meaning of applicable securities legislation (collectively referred to herein as “ forward-looking information ” or “ 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, the business operations and financial performance and condition.

Forward-looking statements include, but are not limited to, statements regarding the anticipated use of proceeds of the Offering; the timing for completion of the Offering; exercise of the Over-Allotment Option; planned exploration and development programs and expenditures; the estimation and accuracy of mineral resources; magnitude or quality of mineral deposits; anticipated advancement of mineral properties and programs; future exploration prospects; proposed exploration plans and expected results of exploration from the Douay Project (as defined below), including without limitation, the timing, scope and results of the exploration activities described under “Use of Proceeds”; MGM’s ability to obtain licenses, permits and regulatory approvals required to implement expected future exploration plans; changes in commodity prices and exchange rates; future growth potential of MGM; the impact of the COVID-19 global pandemic; future development plans; and currency and interest rate fluctuations. 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 necessarily 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, general economic conditions in Canada and globally; the future price of gold and other precious metals; anticipated costs and the Corporation’s ability to fund its programs; the Corporation’s ability to carry on exploration and development activities; development of the COVID-19 pandemic; the timing and results of drilling programs; the discovery of mineral resources on the Corporation’s mineral properties; the timely receipt of required approvals and permits, including those approvals and permits required for successful project permitting, construction and operation of projects; governmental regulation of the mining industry, including environmental regulation; the costs of operating and exploration expenditures; the Corporation’s ability to operate in a safe, efficient and effective manner; and the Corporation’s ability to obtain financing as and when required and on reasonable terms.

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: access to additional capital; net proceeds of the Offering may be reallocated; volatility in the market price of the Corporation’s securities; availability of capital on acceptable terms; future sales of the Corporation’s securities; dilution of shareholder’s holdings; negative operating cash flow; failure to obtain required regulatory and stock exchange approvals with respect to the Offering; uncertainty and variations in the estimation

of mineral resources; health, safety and environmental risks; liabilities inherent in the mining industry; geological, technical and drilling problems; impact of the COVID-19 global pandemic; success of exploration, development and operations activities; delays in obtaining or failure to obtain governmental permits, or non-compliance with permits, and impact of government regulation, including environmental regulation; delays in getting access from surface rights owners; the fluctuating price of gold and other precious metals; assessments by taxation authorities; uncertainties related to title to mineral properties; and the Corporation’s ability to identify, complete and successfully integrate acquisitions.

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 in the section entitled “Risk Factors” in the Corporation’s annual information form for the year ended December 31, 2019, dated November 5, 2020, and incorporated by reference herein, for additional risk factors that could cause results to differ materially from forward-looking statements.

Investors are cautioned not to put undue reliance on forward-looking statements. Forward-looking information contained herein or incorporated by reference are made as of the date of this Prospectus or as of the date of the documents incorporated by reference, as the case may be, 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. The forwardlooking information contained or incorporated by reference in this Prospectus is presented for the purpose of assisting shareholders in understanding the financial position, strategic priorities and objectives of the Corporation for the periods referenced and such information may not be appropriate for other purposes. 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 .

ELIGIBILITY FOR INVESTMENT

In the opinion of Cassels Brock & Blackwell LLP, counsel to the Corporation, and Torys LLP, counsel to the Underwriter, based on the current provisions of the Income Tax Act (Canada) (the “ Tax Act ”) and the regulations thereunder (the “ Regulations ”), in force as of the date hereof, the Common Shares, if issued on the date hereof, would be “qualified investments” for trusts governed by a registered retirement savings plan, registered retirement income fund, registered education savings plan, registered disability savings plan, tax-free savings account, (collectively, referred to as “ Registered Plans ”) or a deferred profit sharing plan, each as defined in the Tax Act, provided that the Common Shares are listed on a “designated stock exchange” for the purposes of the Tax Act (which currently includes Tiers 1 and 2 of the TSXV) or the Corporation qualifies as a “public corporation” (as defined in the Tax Act).

Notwithstanding the foregoing, the holder or subscriber of, or an annuitant under, a Registered Plan, as the case may be (the “ Controlling Individual ”), will be subject to a penalty tax if the Common Shares held in the Registered Plan are a “prohibited investment” (as defined in the Tax Act) for the particular Registered Plan. The Common Shares will generally not be a “prohibited investment” for a Registered Plan provided that the Controlling Individual deals at arm’s length with the Corporation for the purposes of the Tax Act and does not have a “significant interest” (as defined in subsection 207.01(4) of the Tax Act) in the Corporation. In addition, the Common Shares will generally not be a “prohibited investment” if such shares are “excluded property” (as defined in the Tax Act) for the Registered Plan.

Persons who intend to hold Common Shares in a Registered Plan, should consult their own tax advisors in regard to their particular circumstances.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference into this Prospectus from documents filed with the securities commissions or similar authorities in each of the provinces of Canada . Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of Maple Gold Mines Ltd. at Suite 600, 1111 West Hastings Street, Vancouver, British Columbia, V6E 2J3, telephone (604) 839-8076, and are also available electronically under the Corporation’s profile 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 each of the provinces of Canada, are specifically incorporated by reference into, and form an integral part of, this Prospectus:

(a) the annual information form of the Corporation dated November 5, 2020, for the financial year ended December 31, 2019 (the “ Annual Information Form ”);
(b) the Corporation’s audited financial statements as at and for the financial years ended December 31, 2019 and December 31, 2018, and related notes thereto, together with the independent auditors’ report thereon (the “ Annual Financial Statements ”);
(c) the management’s discussion and analysis for the financial year ended December 31, 2019 (the “ Annual MD&A ”);
(d) the Corporation’s unaudited condensed interim financial statements as at and for the three- and nine-month periods ended September 30, 2020, and related notes thereto, other than the notice pursuant to National Instrument 51-102 – Continuous Disclosure Obligations located on the second page of such financial statements (the “ Interim Financial Statements ”);
(e) the management’s discussion and analysis for the three and nine-month periods ended September 30, 2020 (the “ Interim MD&A ”);
(f) the management information circular of the Corporation dated November 16, 2020 in connection with the annual general and special meeting of shareholders of the Corporation to be held on December 17, 2020 (the “ Circular ”);
(g) the material change report of the Corporation dated October 16, 2020 related to the Corporation entering into a term sheet with Agnico in respect of the proposed JV (as defined below);
(h) the material change report of the Corporation dated December 10, 2020 related to the Offering; and
(i) the template version of the term sheet dated December 7, 2020 in connection with the Offering (the “ Term Sheet ”).

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference into this Prospectus modifies, replaces or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Prospectus.

Any document of the type required to be incorporated into the Prospectus by item 11.1 of Form 44-101F1 Short Form Prospectus Distributions (excluding confidential material change reports and excluding those portions of documents that are not required pursuant to National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference herein) filed by the Corporation after the date of this Prospectus and before the termination of the distribution of the Offering are deemed to be incorporated by reference in this Prospectus.

MARKETING MATERIALS

Any “template version” of any “marketing materials” (as such terms are defined in National Instrument 41-101 – General Prospectus Requirements ) that is used by the Underwriter in connection with the Offering are not part of this Prospectus to the extent that the contents of any template version of the marketing materials have been modified or superseded by a statement contained in this Prospectus. Any template version of any marketing materials filed under the Corporation’s profile on SEDAR at www.sedar.com after the date of this Prospectus but before the termination of the distribution under the Offering

(including any amendments to, or an amended version of, the marketing materials) is deemed to be incorporated by reference in this Prospectus.

The Term Sheet is not a part of this Prospectus to the extent that the contents of the Term Sheet have been modified or superseded by a statement contained in this Prospectus.

THE CORPORATION

The Corporation is a mineral exploration company with its principal focus on the exploration of its sole mineral property, the Douay Project, located in the Douay Township of the Province of Quebec. The term “ Douay Project ” refers to the area within the mineral claims where the identified mineralized deposits or zones are located, while the term “ Douay property ” refers to the entire land package (mineral claims) under MGM’s control, and which covers parts of Estrades, Orvilliers, Valrennes, Montgolfier, Joutel, Douay and Vezza Townships from west to east. The Douay property consists of 669 mineral claims covering 35,513 ha. MGM has 100% ownership of 636 claims over 34,319 ha. SOQUEM Inc., a Québec crown corporation, has a 25% interest and MGM holds a 75% interest in a contiguous block of 32 claims covering 1,194 ha in the north-central part of the Douay property. These same 32 claims are also subject to a 1% net smelter return royalty in favour of Cambior Inc. (predecessor company to IAMGOLD Corporation). For further information regarding MGM and the Douay Project, see the Annual Information Form and other documents incorporated by reference in this Prospectus available at www.sedar.com under the Corporation’s profile.

CONSOLIDATED CAPITALIZATION

Except for the issuance of the 2020 Units to Agnico (defined under “Prior Sales”) on October 13, 2020 (see “Prior Sales”), there have been no material changes in the consolidated capitalization of the Corporation since the Interim Financial Statements. The following table shows the consolidated capitalization of the Corporation as at the date of the Corporation’s Interim Financial Statements and as at such date, on an adjusted basis, after giving effect to the Offering. The following table should be read in conjunction with the Interim Financial Statements and Interim MD&A, each of which are incorporated by reference into this Prospectus:

	As at September	30, 2020	As at September 30, 2020 After	As at September 30, 2020 After
	Before Giving Effect to the		Giving Effect to the Offering	Giving Effect to the Offering
	Offering		(prior to any exercise of the	(assuming full exercise of the
			Over-Allotment Option)(1)(2)	Over-Allotment Option)(1)(2)
Share Capital		$53,824,456	$69,021,840	$70,432,968
(Authorized unlimited)	267,128,127 Common Shares		321,067,848 Common Shares	325,237,848 Common Shares
Cash and Cash		$6,221,181	$21,418,565	$22,829,693
Equivalents

Notes:

(1) After deducting the Underwriter’s Fee (assuming no sales to President’s List Purchasers) and estimated expenses of the Offering.

(2) Reflects the issue of the 2020 Units on October 13, 2020, 1,000 Common Shares upon the exercise of warrants on October 26, 2020, 99,900 Common Shares upon the exercise of stock options on October 29, 2020 and 200,000 Common Shares upon the exercise of stock options on November 20, 2020.

USE OF PROCEEDS

The net proceeds to the Corporation from the Offering, after deducting the Underwriter’s Fee (assuming no sales to President’s List Purchasers) and the estimated expenses of the Offering (estimated expenses to be $450,000) will be approximately $8,987,520, or approximately $10,398,648 if the Over-Allotment Option is exercised in full.

The net proceeds from the Offering, assuming no exercise of the Over-Allotment Option, will be used as follows:

Use of Proceeds Douay Project Exploration Drilling Assaying Geophysics Metallurgy Studies Technical Reports Camp Costs, Salaries and Wages Other Exploration Costs (licenses and permits, land holdings, site utilities, insurance, communications and IT costs etc.) Sub-Total Douay Project: Corporate G&A(1) Future Potential Growth Opportunities Total:	Approximate Amount (C$) $1,500,000 $450,000 $320,000 $100,000 $200,000 $1,400,000 $370,000
	$4,340,000 $4,147,520 $500,000
	$8,987,520

(1) Includes regulatory fees and general expenses, such as insurance, legal and accounting services, along with marketing and investor relations activities, for the next 12 months. This amount may change depending on the actual costs incurred in connection with the items outlined directly above.

The Corporation intends to spend the available funds as set forth above based on plans approved by the Board of Directors of the Corporation and consistent with established internal control guidelines and the Corporation’s stated business objectives and which the Corporation plans to allocate as set forth above during the twelve-month period following the Closing Date (see “Cautionary Note Regarding Forward-Looking Statements”). The anticipated use of net proceeds of the Offering as detailed above is based on the best estimates prepared by management of the Corporation.

The Corporation plans to undertake a winter exploration drilling campaign from mid-January 2021 to mid-April 2021, which is expected to comprise approximately 10,000 metres – 12,000 metres of diamond drilling and range from approximately 4555 drill holes. The program is planned to have additional drilling at regional discovery targets, such as NE IP, P8 Targets, and will also include step-out and infill drilling within the Corporation’s defined 6km by 2km mineral resource estimate. In particular, step-out and infill drilling within the mineral resource area is expected to occur within the Douay West, North West, Porphyry, Central, Main and 531 zones. As at the date of this Prospectus, the Corporation has requested the necessary permits for approximately 50 new drill sites (in addition to the drill sites with existing permits) and may request additional permits as required in due course. The results from the Corporation’s geophysical program (described below) are also anticipated to define new targets of interest along the northern flank of the mineral resource area, which may support initial discovery drilling in these areas toward the end of the winter campaign.

Assay work is expected to include systematic gold by fire assay, and selective multi-element analysis approximately every 15-20 samples. The Corporation is also planning a significant geophysical program across the Douay Project, which is expected to include 107 line-Km of induced polarization surveys covering several prospective, but largely untested, target areas along the margins of the mineral resource area, as well as more regional geophysics aimed at generating and detailing new discovery targets further afield. Metallurgy studies will be designed to provide initial assessment of gold recoveries as a function of geographic location, grind size, and grade, as well as initial indications of the characteristics of gold deportment for each mineralized zone. Subject to the results of these exploration programs, the Corporation also anticipates preparing an updated mineral resource estimate and preliminary scoping study in the fourth quarter of 2021.

In addition to the above-noted exploration programs and activities, the Corporation also intends to allocate up to approximately $500,000 of the net proceeds from the Offering for the purposes of identifying, investigating and evaluating future potential growth opportunities, including mineral property acquisitions or investments.

The Corporation intends to use the net proceeds from the Over-Allotment Option, if any, predominantly on exploration work and corporate G&A.

The above noted allocation represents the Corporation’s intentions with respect to its use of proceeds based on current knowledge, planning and expectations of management of the Corporation. Actual expenditures may differ from the estimates set forth above. There may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary. In addition, if the definitive agreement regarding the proposed joint venture (the “ JV ”) with Agnico is finalized and executed (combining the Corporation’s Douay Project and Agnico’s Joutel Project into a consolidated land package), to the extent that any of the above expenses related to the Douay Project will be funded through JV expenditures of Agnico, the Corporation may re-allocate funds to other exploration work, corporate G&A and/or evaluation and funding of future potential growth opportunities. The actual amount that the Corporation spends in connection with each of the intended uses of proceeds may vary significantly from the amounts specified above and will depend on a number of factors, including those referred to under “Risk Factors”. Until applied, the net proceeds of the Offering will be held as cash balances in the Corporation’s bank account or invested in certificates of deposit and other instruments issued by banks or obligations of or guaranteed by the Government of Canada or any province thereof. Unallocated funds from the Offering will be added to the working capital of the Corporation, and will be expended at the discretion of management. In addition, while the Corporation’s operations have remained relatively stable during the COVID-19 pandemic, there can be no assurance that the ability to continue to operate the Corporation’s business will not be adversely impacted in the future. To the extent of such impacts, management of the Corporation may be required to re-allocate funds to address delays, increased costs and mitigation measures resulting therefrom. See “Risk Factors”.

The proposed use of proceeds with respect to the Douay Project discussed above have been reviewed and approved by Mr. Friedrich Speidel, M. Sc., P. Geo., VP of Exploration for the Corporation, a qualified person under National Instrument 43101 – Standards of Disclosure for Mineral Projects (“ NI 43-101 ”). See “Interest of Experts”.

The Douay Project is an advanced exploration stage property with a mineral resource estimate, but there are no mineral reserves estimated at this time. Mineral resources are not mineral reserves and do not have demonstrated economic viability. Using the net proceeds of the Offering as set out above, the Corporation intends, over the next twelve months, to implement the exploration work described above, which will be designed to upgrade and expand the current mineral resource, as well as to advance the Douay Project through metallurgical, mining and scoping desktop studies.

The Corporation will require additional financing over and above the Offering in order to meet its longer-term business objectives and there can be no assurances that such financing sources will be available as and when needed. Historically, capital requirements have been primarily funded through the sale of securities of the Corporation. Factors that could affect the availability of financing include the progress and results of ongoing exploration at the Douay Project, the state of international debt and equity markets, and investor perceptions and expectations of the global gold and other precious metals markets. There can be no assurance that such financing will be available in the amount required at any time or for any period or, if available, that it can be obtained on terms satisfactory to the Corporation. Based on the amount of funding raised, the Corporation’s planned exploration or other work programs may be postponed, or otherwise revised, as necessary. See “Risk Factors”.

As at September 30, 2020, the Corporation had cash on hand and a working capital position of approximately $6.2 million and $5.3 million, respectively. The Corporation is in the exploration stage with no source of operating revenue and is dependent upon equity or debt financing to maintain its current operations. Accordingly, the Corporation has had negative cash flows from operating activities and reported a net loss for the year ended December 31, 2019 of $1.9 million and $3.7 million, respectively, and has had negative cash flows from operating activities and reported a net loss for the nine months ended September 30, 2020 of $2.4 million and $2.9 million, respectively. The Corporation anticipates that negative operating cash flows will continue as long as it remains in an exploration and development stage, and to the extent that the Corporation has negative cash flows from operating activities in future periods, the Corporation may need to deploy a portion of its cash reserves to fund such negative cash flow. See “Risk Factors” .

PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement, the Underwriter has agreed to purchase, as principal, and the Corporation has agreed to sell, subject to compliance with all necessary legal requirements and pursuant to the terms and conditions of the Underwriting Agreement, on the Closing Date, not less than all of the Common Shares at the Offering Price, payable in cash to the Corporation against delivery of the Common Shares. In consideration for the services rendered by the Underwriter in connection with the Offering, the Underwriter will be paid the Underwriter’s Fee equal to 6% of the gross proceeds of the

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Offering (plus any gross proceeds raised on exercise of the Over-Allotment Option), other than (i) in respect of Common Shares sold to President’s List Purchasers, in which case the Underwriter’s Fee will be reduced to 3%, and (ii) in respect of Common Shares sold to Agnico, in which case no Underwriter’s Fee will be payable. The Offering Price was determined by negotiation between the Corporation and the Underwriter with reference to the prevailing market price of the Common Shares.

The Corporation has granted the Underwriter the Over-Allotment Option, exercisable in whole or in part, at any time and from time to time, in the sole discretion of the Underwriter, for a period of 30 days from the Closing Date, to purchase up to an additional amount of Common Shares equal to 15% of the Common Shares sold pursuant to the Offering, being 4,170,000 Over-Allotment Shares, at the Offering Price, to cover over-allotments, if any, and for market stabilization purposes. This Prospectus also qualifies the grant of the Over-Allotment Option and the distribution of Over-Allotment Shares issuable pursuant to the exercise of the Over-Allotment Option. A person who acquires Over-Allotment Shares issuable on the exercise of the Over-Allotment Option acquires such Over-Allotment Shares under this Prospectus regardless of whether the overallotment position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. If the Over-Allotment Option is exercised in full, the total price to the public, the Underwriter’s Fee, and the net proceeds to the Corporation (before payment of the expenses of the Offering) will be approximately $11,509,200, $660,552, and $10,848,648, respectively (assuming no Common Shares are sold to President’s List Purchasers).

In connection with the Offering, Agnico has exercised its participation right pursuant to the investor rights agreement between the Corporation and Agnico dated October 13, 2020, to purchase, directly or indirectly, 1,388,888 Common Shares in the Offering at the Offering Price. As described above, the Underwriter will not receive any fee in respect of any Common Shares purchased by Agnico, provided that Agnico waives any and all prospectus liability claims against the Underwriter associated with the purchase by Agnico of any Common Shares.

Subscriptions for Common Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is expected that the Corporation will arrange for an instant deposit of the Common Shares to or for the account of the Underwriter with CDS on the Closing Date, against payment of the aggregate purchase price for the Common Shares. A purchaser of Common Shares, including purchasers in the United States who are QIBs, if any, will receive only a customer confirmation from the registered dealer through which the Common Shares are purchased.

Under the terms of the Underwriting Agreement, the obligations of the Underwriter may be terminated at its discretion upon the occurrence of certain stated events. Such events include, but are not limited to: (i) if there is a material change or a change in a material fact or new material fact, or there should be discovered any previously undisclosed material fact required to be disclosed in the Prospectus that has or would be expected to have, a significant adverse effect on the market price or the value of the securities of the Corporation; (ii) if any proceeding is commenced, announced or threatened or any order made by any governmental department, the TSXV or any securities regulatory authority or any law or regulation is enacted or changed that operates to prevent or materially restrict the trading of the Corporation’s securities or the market price or value of same; (iii) if there should develop any event or law that seriously adversely affects the financial markets or the business, operations or affairs of the Corporation; (iv) if the Corporation is in breach of the Underwriting Agreement or any representation or warranty given by the Corporation in the Underwriting Agreement is or becomes false; or (v) if a cease trade or other suspension order affecting the securities of the Corporation is made or threatened and has not been withdrawn. The Underwriter is, however, obligated to take up and pay for all of the Common Shares that it has agreed to purchase if any of the Common Shares are purchased under the Underwriting Agreement. The Corporation has agreed to indemnify the Underwriter and its affiliates and each of their respective directors, officers, employees, shareholders, partners, advisors and agents against certain liabilities and expenses.

Pursuant to the Underwriting Agreement, the Corporation has agreed not to directly or indirectly issue any Common Shares or securities or other financial instruments convertible into or having the right to acquire Common Shares (other than pursuant to rights or obligations under securities or instruments outstanding) or enter into any agreement or arrangement under which the Corporation would acquire or transfer to another, in whole or in part, any of the economic consequences of ownership of Common Shares, whether that agreement or arrangement may be settled by the delivery of Common Shares or other securities or cash, or agree to become bound to do so, or disclose to the public any intention to do so, for a period ending 90 days after the Closing Date without the prior written consent of the Underwriter, except in certain limited circumstances.

Pursuant to the Underwriting Agreement, the directors and officers of the Corporation and their respective associates are required to execute and deliver agreements to the Underwriter pursuant to which they will agree not to, for a period ending on the date that is 90 days after the Closing Date, directly or indirectly, without the prior written consent of the Underwriter, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or

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otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, or publicly announce any intention to do any of the foregoing, any Common Shares or other equity securities of the Corporation held by them, directly or indirectly, subject to customary exceptions.

The Underwriter and its affiliates may, from time to time, engage in transactions with and perform services for the Corporation in the ordinary course of their business.

The Offering is being made in each of the provinces of Canada. The Common Shares will be offered in each of the provinces of Canada through the Underwriter or its affiliates who are registered to offer the Common Shares for sale in such provinces and such other registered dealers as may be designated by the Underwriter. Subject to applicable law, the Underwriter may offer the Common Shares in the United States and such other jurisdictions outside of Canada and the United States as agreed between the Corporation and the Underwriter.

The Common Shares to be issued pursuant to the Offering, have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and may not be offered, sold or delivered within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption therefrom is available. The Underwriter and its United States broker-dealer affiliate (“ U.S. Affiliate ”) has agreed that, except as permitted by the Underwriting Agreement and subject to all the agreements, covenants and restrictions set forth therein, it will not offer or sell the Common Shares, as part of its distribution at any time, within the United States, except as described in the next sentence, and otherwise all offers and sales of the Common Shares will be made outside of the United States in accordance with Rule 903 of Regulation S under the U.S. Securities Act. The Underwriting Agreement provides that the Underwriter and its U.S. Affiliate may offer and sell the Common Shares in the United States to QIBs in transactions made in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A thereunder and similar exemptions from registration under applicable state securities laws. The Common Shares offered and sold in such circumstance will be restricted securities within the meaning of Rule 144(a)(3) under the U.S. Securities Act.

This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Common Shares in the United States. In addition, until 40 days after the commencement of the Offering, an offer or sale of the Common Shares within the United States by any dealer, whether or not participating in the Offering, may violate the registration requirements of the U.S. Securities Act if such other offer or sale is made otherwise than in accordance with an available exemption from the registration requirements under the U.S. Securities Act.

Pursuant to policy statements of certain securities regulators, the Underwriter may not, throughout the period of distribution, bid for or purchase Common Shares. The foregoing restriction is subject to certain exceptions including: (a) a bid or purchase permitted under the Universal Market Integrity Rules for Canadian Marketplaces administered by the Investment Industry Regulatory Organization of Canada relating to market stabilization and passive market making activities, (b) a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of the distribution, provided that the bid or purchase was for the purpose of maintaining a fair and orderly market and not engaged in for the purpose of creating actual or apparent active trading in, or raising the price of, such securities, or (c) a bid or purchase to cover a short position entered into prior to the commencement of a prescribed restricted period. Consistent with these requirements, and in connection with this distribution, the Underwriter may over-allot or effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. As a result of these activities, the price of the Common Shares may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the Underwriter at any time. The Underwriter may carry out these transactions on the TSXV, in the over-the-counter market or otherwise.

The Underwriter proposes to offer the Common Shares initially at the Offering Price specified. After the Underwriter has made reasonable efforts to sell all of the Common Shares at such price, the Offering Price may be decreased, and may be further changed from time to time, to an amount not greater than the Offering Price, and the compensation realized by the Underwriter will be decreased by the amount that the aggregate price paid by purchasers for the Common Shares is less than the gross proceeds to be paid by the Underwriter to the Corporation. Any such reduction will not affect the net proceeds received by the Corporation.

The Corporation will apply to list the Common Shares distributed under this Prospectus on the TSXV. Listing will be subject to the Corporation fulfilling all of the requirements of the TSXV.

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DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Common Shares

The Corporation is authorized to issue an unlimited number of the Common Shares. As of December 10, 2020, there were 293,267,848 Common Shares issued and outstanding. The holders of Common Shares are entitled to receive notice of and to attend any meeting of the shareholders of the Corporation and are entitled to one vote for each Common Share held (except at meetings at which only the holders of another class of shares are entitled to vote). The holders of Common Shares are entitled to receive dividends, on a pro rata basis, if, as and when declared by the Board of Directors and, subject to the prior satisfaction of all preferential rights, to participate rateably in the net assets of the Corporation in the event of any dissolution, liquidation or winding-up of the Corporation, whether voluntary or involuntary, or other distribution of assets of the Corporation among shareholders for the purposes of winding up its affairs. The Common Shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions.

The holders of Common Shares are entitled to receive dividends if, and when, declared by the Board of Directors. The Corporation has no source of cash flow and anticipates using all available cash resources toward its stated business objectives. As such, the Corporation does not anticipate the payment of dividends in the foreseeable future. At present, the Corporation’s policy is to retain earnings, if any, to finance its business operations. The payment of dividends in the future will depend upon, among other factors, the Corporation’s earnings, capital requirements and operating financial conditions.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations generally applicable to a person who acquires Common Shares as beneficial owner pursuant to this Prospectus and who, for the purposes of the Tax Act, and at all relevant times: (i) deals at arm’s length with the Corporation and the Underwriter; (ii) is not affiliated with the Corporation or the Underwriter; and (iii) acquires and holds the Common Shares as capital property (a “ Holder ”).

Common Shares will generally be considered to be capital property to a Holder unless the Holder holds or uses the Common Shares or is deemed to hold or use the Common Shares in the course of carrying on a business of trading or dealing in securities or has acquired them or is deemed to have acquired them in a transaction or transactions considered to be an adventure or concern in the nature of trade.

This summary is not applicable to a Holder: (i) that is a “financial institution” within the meaning of section 142.2 of the Tax Act; (ii) that is a “specified financial institution” as defined in the Tax Act; (iii) that has made a “functional currency” reporting election under section 261 of the Tax Act; (iv) an interest in which is a “tax shelter investment” for the purposes of the Tax Act; (v) that has entered into or will enter into a “derivative forward agreement” or “synthetic disposition arrangement”, each as defined in the Tax Act, in respect of Common Shares; or (vi) that receives dividends on the Common Shares under or as part of a “dividend rental arrangement”, as defined in the Tax Act. Such Holders should consult their own tax advisors with respect to an investment in Common Shares.

Additional considerations, not discussed herein, may be applicable to a Holder that is a corporation resident in Canada, and is, or becomes, or does not deal at arm’s length for purposes of the Tax Act with a corporation resident in Canada that is or becomes, as part of a transaction or event or series of transactions or events that includes the acquisition of the Common Shares, controlled by a non-resident person, or group of non-resident persons not dealing with each other at arm’s length, for purposes of the foreign affiliate dumping rules in section 212.3 of the Tax Act. Such Holders should consult their own tax advisors.

This summary is based upon: (i) the current provisions of the Tax Act and The Regulations in force as of the date hereof; (ii) except as described below, all specific proposals (“ Proposed Amendments ”) to amend the Tax Act or the Regulations that have been publicly announced by, or on behalf of, the Minister of Finance (Canada) prior to the date hereof; and (iii) counsel’s understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (“ CRA ”). No assurance can be given that the Proposed Amendments will be enacted or otherwise implemented in their current form, if at all. If the Proposed Amendments are not enacted or otherwise implemented as presently proposed, the tax consequences may not be as described below in all cases. Other than the Proposed Amendments, this summary does not take into account or anticipate any changes in law, the CRA’s administrative policies or assessing practices, whether by legislative, regulatory, administrative, governmental or judicial decision or action, nor does it take into account any provincial, territorial or foreign income tax legislation or considerations, which considerations may differ significantly from the Canadian federal income tax considerations discussed in this summary.

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This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. Accordingly, Holders should consult their own tax advisors with respect to their particular circumstances.

Holders Resident in Canada

This section of the summary is generally applicable to a Holder who, at all relevant times, is, or is deemed to be, resident in Canada for the purposes of the Tax Act (“ Resident Holder ”). A Resident Holder whose Common Shares might not otherwise qualify as capital property may be entitled to make an irrevocable election pursuant to subsection 39(4) of the Tax Act to deem the Common Shares, and every other “Canadian security” (as defined in the Tax Act), held by such Resident Holder in the taxation year of the election and in all subsequent taxation years to be capital property. Resident Holders should consult with their own tax advisors regarding this election.

Dividends

A Resident Holder will be required to include in computing its income for a taxation year any taxable dividends received or deemed to be received on the Common Shares.

In the case of a Resident Holder who is an individual (including certain trusts), such dividends (including deemed dividends) received on the Common Shares will be subject to the gross-up and dividend tax credit rules in the Tax Act normally applicable to “taxable dividends” received from a “taxable Canadian corporation” (each as defined in the Tax Act). An enhanced gross-up and dividend tax credit will be available to individuals in respect of “eligible dividends” designated by the Corporation to the Resident Holder in accordance with the provisions of the Tax Act. There may be limitations on the ability of the Corporation to designate dividends as eligible dividends.

In the case of a Resident Holder that is a corporation, the amount of any such taxable dividend (including a deemed dividend) that is included in its income for a taxation year will generally be deductible in computing its taxable income for that taxation year. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received (or deemed to be received) by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors in this regard.

A Resident Holder that is a “private corporation” or a “subject corporation” (as defined in the Tax Act) may be liable to pay a refundable tax under Part IV of the Tax Act on dividends received on the Common Shares to the extent such dividends are deductible in computing the Resident Holder’s taxable income for the year. A “subject corporation” is generally a corporation (other than a private corporation) resident in Canada and controlled directly or indirectly by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts).

Dispositions of Common Shares

A Resident Holder who disposes of or is deemed to have disposed of a Common Share (other than a disposition to the Corporation that is not a sale in the open market in the manner in which shares would normally be purchased by any member of the public in an open market) will generally realize a capital gain (or capital loss) in the taxation year of the disposition equal to the amount by which the proceeds of disposition of the Common Share net of any reasonable costs of disposition, are greater (or are less) than the adjusted cost base to the Resident Holder of the Common Share immediately before the disposition or deemed disposition. The adjusted cost base to a Resident Holder of a Common Share will be determined by averaging the cost of that Common Share with the adjusted cost base (determined immediately before the acquisition of the Common Share) of all other Common Shares held as capital property at that time by the Resident Holder. Such capital gain (or capital loss) will be subject to the tax treatment described below under “ Holders Resident in Canada - Taxation of Capital Gains and Capital Losses ”.

Taxation of Capital Gains and Capital Losses

A Resident Holder will generally be required to include in computing its income for the taxation year of disposition, one-half of the amount of any capital gain (a “ taxable capital gain ”) realized in such year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder will generally be required to deduct one-half of the amount of any capital loss (an “ allowable capital loss ”) against taxable capital gains realized in the taxation year of disposition. Allowable capital losses in excess of taxable capital gains for the taxation year of disposition may be carried back and deducted in any of the three

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preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances specified in the Tax Act.

The amount of any capital loss realized on the disposition or deemed disposition of a Common Share by a Resident Holder that is a corporation may, in certain circumstances, be reduced by the amount of dividends received or deemed to have been received by it on such Common Shares to the extent and under the circumstances specified in the Tax Act. Similar rules may apply where a Resident Holder that is a corporation is a member of a partnership or a beneficiary of a trust that owns Common Shares, directly or indirectly, through a partnership or trust. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

Other Income Taxes

A Resident Holder that is, throughout the relevant taxation year, a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay an additional refundable tax on its “aggregate investment income” (as defined in the Tax Act) for the year, including any dividends or deemed dividends that are not deductible in computing the Resident Holder’s taxable income and taxable capital gains.

Generally, a Resident Holder that is an individual (other than certain trusts) that receives or is deemed to have received taxable dividends on the Common Shares or realizes a capital gain on the disposition or deemed disposition of Common Shares may be liable for minimum tax under the Tax Act. Resident Holders that are individuals should consult their own tax advisors in this regard.

Holders Not Resident in Canada

This portion of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the Tax Act: (i) is not, and is not deemed to be, resident in Canada; and (ii) does not use or hold and is not and will not be deemed to use or hold the Common Shares in connection with carrying on a business in Canada (“ Non-Resident Holder ”). This summary does not apply to a Non-Resident Holder that carries on, or is deemed to carry on, an insurance business in Canada and elsewhere or that is an “authorized foreign bank” (as defined in the Tax Act). Such Non-Resident Holders should consult their own tax advisors.

Dividends

Dividends paid or credited or deemed under the Tax Act to be paid or credited by the Corporation to a Non-Resident Holder on the Common Shares will generally be subject to Canadian withholding tax at the rate of 25% on the gross amount of the dividend, unless such rate is reduced by the terms of an applicable income tax treaty or convention. Under the Canada-United States Tax Convention (1980) , as amended (the “ US Treaty ”), the rate of withholding tax on dividends paid or credited to a NonResident Holder who is resident in the U.S. for purposes of the US Treaty, is the beneficial owner of the dividends, and is fully entitled to benefits under the US Treaty (a “ U.S. Holder ”) is generally limited to 15% of the gross amount of the dividend. The rate of withholding tax is further reduced to 5% if the beneficial owner of such dividend is a U.S. Holder that is a company that owns, directly or indirectly, at least 10% of the voting stock of the Corporation.

Dispositions of Common Shares

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition or deemed disposition of a Common Share, nor will capital losses arising therefrom be recognized under the Tax Act, unless the Common Share is, or is deemed to be, “taxable Canadian property” of the Non-Resident Holder for the purposes of the Tax Act and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident.

Provided that the Common Shares are listed on a “designated stock exchange” for the purposes of the Tax Act (which currently includes Tiers 1 and 2 of the TSXV), at the time of disposition, the Common Shares generally will not constitute taxable Canadian property of a Non-Resident Holder at that time, unless at any time during the 60 month period immediately preceding the disposition, (i) 25% or more of the issued shares of any class or series of the capital stock of the Corporation were owned by, or belonged to, any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm’s length, and (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships; and (ii) at such time, more than 50% of the fair market value of such shares was derived, directly or indirectly, from any combination of real or immovable property situated in Canada, “Canadian resource property” (as defined in the Tax Act), “timber resource property” (as defined in the Tax Act),

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or options in respect of, interests in, or for civil law rights in such properties, whether or not such property exists. Notwithstanding the foregoing, a Common Share may also be deemed to be taxable Canadian property to a Non-Resident Holder for purposes of the Tax Act in certain other circumstances. Non-Resident Holders should consult their own tax advisors as to whether their Common Shares constitute “taxable Canadian property” in their own particular circumstances.

A Non-Resident Holder’s capital gain (or capital loss) in respect of Common Shares that constitute or are deemed to constitute taxable Canadian property (and are not “treaty-protected property” as defined in the Tax Act) will generally be computed in the manner described above under the headings “ Holders Resident in Canada — Dispositions of Common Shares ” and “ Holders Resident in Canada — Taxation of Capital Gains and Capital Losses ”. Such Non-Resident Holders should consult their own tax advisors.

PRIOR SALES

Common Shares

The following table summarizes details of the Common Shares issued by the Corporation during the 12-month period prior to the date of this Prospectus.

Date of Issuance December 23, 2019 December 23, 2019 July 31, 2020 August 10, 2020 October 13, 2020 October 26, 2020 October 29, 2020 October 29, 2020 November 20, 2020	Reason for Issuance Non-Brokered Private Placement Non-Brokered Private Placement Non-Brokered Private Placement Non-Brokered Private Placement 2020 Units(3) Exercise of Warrants Exercise of Stock Options Exercise of Stock Options Exercise of Stock Options	Price ($) 0.14 0.08 0.17 0.17 0.239 0.40 0.16 0.10 0.10 Total:	Number of Common Shares
			8,700,000(1) 3,050,000(2) 23,529,409 4,411,764 25,838,821 1,000 66,600 33,300 200,000
			65,830,894

Notes:

(1) Issue of flow-through Common Shares.
(2) Issue of non-flow-through Common Shares.

(3) On October 13, 2020, pursuant to a non-brokered private placement, the Corporation issued 25,838,821 units (the “ 2020 Units ”) to Agnico at a price of $0.239 per Unit for aggregate gross proceeds of $6,175,478. Each 2020 Unit is comprised of one Common Share and one common share purchase warrant (a “ Warrant ”). Each Warrant entitles the holder to acquire one Common Share at a price of $0.34 for a period of three years from the date of issuance, subject to acceleration of the expiry date, at the option of MGM, in the event the Common Shares trade on the TSXV above $0.60 for a period of 20 consecutive trading dates at any time following two years from the date of issuance.

Warrants

The following table summarizes details of the special warrants issued by the Corporation during the 12-month period prior to the date of this Prospectus.

Date of Issuance October 13, 2020	Security 2020 Units(2)	Price($)(1) $0.239 Total:	Number of Securities
			25,838,821
			25,838,821

Notes:

(1) Issue price.

(2) On October 13, 2020, pursuant to a non-brokered private placement, the Corporation issued the 2020 Units to Agnico at a price of $0.239 per Unit for aggregate gross proceeds of $6,175,478. Each 2020 Unit is comprised of one Common Share and Warrant. Each Warrant entitles the holder to acquire one Common Share at a price of $0.34 for a period of three years from the date of issuance, subject to acceleration of the expiry date, at the option of MGM, in the event the Common Shares trade on the TSXV above $0.60 for a period of 20 consecutive trading dates at any time following two years from the date of issuance.

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Stock Options

The following table summarizes details of the stock options issued by the Corporation during the 12-month period prior to the date of this Prospectus.

Date of Issuance April 28, 2020 June 1, 2020 August 25, 2020 September 11, 2020 October 12, 2020	Security Stock Options Stock Options Stock Options Stock Options Stock Options	Price($)(1) 0.10 0.10 0.24 0.20 0.23 Total:	Number of Securities
			9,975,000 300,000 775,000 750,000 250,000
			12,050,000

Note: (1) Exercise price of the stock options.

TRADING PRICE AND VOLUME

Common Shares

The outstanding Common Shares are traded on the TSXV under the trading symbol “MGM”. The following table sets forth the reported intraday high and low prices and monthly trading volumes of the Common Shares for the 12-month period prior to the date of this Prospectus.

	Month	High ($)	Low ($)	Volume
*2019*
December		0.100	0.080	4,004,649
*2020*
January		0.105	0.080	6,483,843
February		0.095	0.070	6,557,933
March		0.080	0.040	6,245,935
April		0.140	0.060	6,352,153
May		0.105	0.075	9,626,031
June		0.150	0.070	13,648,375
July		0.220	0.135	17,856,274
August		0.220	0.155	10,736,852
September		0.180	0.130	9,086,694
October		0.510	0.150	37,963,085
November		0.560	0.325	10,397,526
December	1-10	0.400	0.300	4,139,800

At the close of business on December 10, 2020, the last trading day prior to the date of this Prospectus, the price of the Common Shares as quoted by the TSXV was $0.375.

RISK FACTORS

An investment in the Common Shares should be considered highly speculative and involves significant risks due to the nature of the Corporation’s business, its limited operating history and the status of its properties. Any prospective investor should review and carefully consider all of the information contained and incorporated by reference in this Prospectus before purchasing any of the Common Shares distributed under this Prospectus. The risks described herein are not the only risk factors facing the Corporation and should not be considered exhaustive. Additional risks and uncertainties not currently

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known to the Corporation, or that the Corporation currently considers immaterial, may also materially and adversely affect the business, operations and condition, financial or otherwise, of MGM.

These risk factors, together with all other information included or incorporated by reference in this Prospectus, including, without limitation, information contained in the section “Cautionary Note Regarding Forward-Looking Statements” as well as the risk factors set out below, should be carefully reviewed and considered by investors.

Some of the factors described herein or in the documents incorporated or deemed incorporated by reference herein are interrelated and, consequently, investors should treat such risk factors as a whole. If any of the adverse effects set out in the risk factors described herein, or in another document incorporated or deemed incorporated by reference herein occur, it could have a material adverse effect on the business, financial condition and results of operations of the Corporation. Additional risks and uncertainties of which the Corporation currently is unaware of 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 and results of operations. The Corporation cannot provide 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 adverse effects set out in the risk factors herein, or in the other documents incorporated or deemed incorporated by reference herein or other unforeseen risks.

Risks Associated with the Common Shares and the Offering

Capital Resources

Historically, capital requirements have been primarily funded through the sale of Common Shares. Factors that could affect the availability of financing include the progress and results of ongoing exploration at the Corporation’s mineral properties, the state of international debt and equity markets, and investor perceptions and expectations of the global gold and/or silver markets. There can be no assurance that such financing will be available in the amount required at any time or for any period or, if available, that it can be obtained on terms satisfactory to the Corporation. Based on the amount of funding raised, the Corporation’s planned exploration or other work programs may be postponed, or otherwise revised, as necessary.

Discretion in the Use of Proceeds

The Corporation intends to spend the funds available as stated in this Prospectus. However, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary. In such circumstances, the net proceeds will be reallocated at the Corporation’s sole discretion.

Management will have discretion concerning the use of proceeds of the Offering as well as the timing of their expenditures. As a result, an investor will be relying on the judgment of management for the application of the proceeds of the Offering. Management may use the net proceeds of the Offering in ways that an investor may not consider desirable. The results and the effectiveness of the application of the proceeds are uncertain. If the proceeds are not applied effectively, the Corporation’s results of operations may suffer.

Trading Price for the Common Shares is Volatile

The securities of publicly traded companies, particularly mineral exploration and development companies, can experience a high level of price and volume volatility and the value of the Corporation’s securities can be expected to fluctuate depending on various factors, not all of which are directly related to the success of the Corporation and its operating performance, underlying asset values or prospects. These include the risks described elsewhere in this Prospectus and in the documents incorporated by reference herein. The trading price of the Common Shares has been and may continue to be subject to large fluctuations, 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:

(a) issuances of the Common Shares or debt securities by the Corporation;
(b) the Corporation’s operating performance and the performance of competitors and other similar companies;
(c) the addition or departure of key management and other personnel;
(d) significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Corporation or its competitors;
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(e) the public’s reaction to the Corporation’s press releases, other public announcements and the Corporation’s filings with the various securities regulatory authorities;
(f) changes in recommendations by research analysts who track the Common Shares or the shares of other companies in the resource sector;
(g) the number of the Common Shares to be publicly traded after an offering; and
(h) the factors listed under the heading “Cautionary Note Regarding Forward-Looking Statements”.

In addition, the market price of the Common Shares is affected by many variables not directly related to the Corporation’s success and therefore not within the Corporation’s control. Factors which may influence the price of the Corporation’s securities, include, but are not limited to: worldwide economic conditions; changes in government policies; investor perceptions; movements in global interest rates and global stock markets; impacts of the COVID-19 global pandemic; variations in operating costs; the cost of capital that the Corporation may require in the future; the market price of metals, including gold and silver; the price of commodities necessary for the Corporation’s operations; recommendations by securities research analysts; the share price performance of the Corporation’s competitors; news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related industry and market issues affecting the mining sector; publicity about the Corporation, the Corporation’s personnel or others operating in the industry; loss of a major funding source; and all market conditions that are specific to the mining industry, including other developments that affect the market for all resource sector shares, the breadth of the public market for the Common Shares, and the attractiveness of alternative investments. The effect of these and other factors on the market price of the Common Shares on the exchanges on which the Corporation trades has historically made the Corporation’s share price volatile and suggests that the Corporation’s share price will continue to be volatile in the future.

As a result of any of these factors, the market price of the Common Shares at any given point in time may not accurately reflect the long-term value of the Corporation. Securities class-action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Corporation may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Sales of a significant number of Common Shares in the public markets, or the perception of such sales, could depress the market price of the Common Shares

Sales of a substantial number of Common Shares or other equity-related securities in the public markets by the Corporation or its significant shareholders could depress the market price of the Common Shares and impair our ability to raise capital through the sale of additional equity securities. The Corporation cannot predict the effect that future sales of Common Shares or other equity-related securities would have on the market price of the Common Shares. The price of the Common Shares could be affected by possible sales of the Common Shares by hedging or arbitrage trading activity. If the Corporation raises additional funding by issuing additional equity securities, such financing may substantially dilute the interests of shareholders of the Corporation and reduce the value of their investment.

Holders of Common Shares will be diluted

The Corporation may issue additional securities in the future, which may dilute a shareholder’s holdings in the Corporation. The Corporation’s articles permit the issuance of an unlimited number of Common Shares, and shareholders will have no pre-emptive rights in connection with such further issuance. The directors of the Corporation have discretion to determine the price and the terms of further issuances. Moreover, additional Common Shares will be issued by the Corporation on the exercise of options under the Corporation’s stock option plan and upon the exercise of outstanding warrants, and additional securities may be issued pursuant to the participation right granted to Agnico under an investor rights agreement dated October 13, 2020.

Risks Relating to the Corporation

Prior to making an investment decision, prospective purchasers of Common Shares should carefully consider the information described in this Prospectus and the documents incorporated or deemed incorporated by reference herein. There are certain risks inherent in an investment in the Common Shares, including the factors described under the heading “Risks Factors” in the Annual Information Form and any other risk factors described in this Prospectus or in a document incorporated or deemed incorporated by reference in this Prospectus, which investors should carefully consider before investing.

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Negative Operating Cash Flow

The Corporation is an exploration stage company with limited financial resources and has not generated cash flow from operations. During the fiscal year ended December 31, 2019 and the nine months ended September 30, 2020, the Corporation had negative cash flow from operating activities of $1.9 million and $2.4 million, respectively. The Corporation anticipates it will continue to have negative cash flow from operating activities in future periods until profitable commercial production is achieved at the Douay Property. The Corporation is devoting significant resources to the development and acquisition of its properties; however, there can be no assurance that it will generate positive cash flow from operations in the future. To the extent that the Corporation has negative operating cash flow in future periods, it may need to allocate a portion of its cash reserves to fund such negative cash flow. There can be no assurance that additional funding will be available to the Corporation for the exploration and development of its projects. Furthermore, significant additional financing, whether through the issue of additional securities and/or debt, will be required to continue the development of the Douay Property. There can be no assurance that the Corporation will be able to obtain adequate additional financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further development of the Douay Property.

COVID-19

The Corporation’s business, operations, and financial condition, and the market price of the Common Shares, could be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises, including the recent outbreak of COVID19. To date, there have been a large number of temporary business closures, quarantines, and a general reduction in consumer activity in a number of countries. The outbreak has caused companies and various international jurisdictions to impose travel, gathering and other public health restrictions. While these effects are expected to be temporary, the duration of the various disruptions to businesses locally and internationally and the related financial impact cannot be reasonably estimated at this time. Similarly, the Corporation cannot estimate whether or to what extent this outbreak and the potential financial impact may extend to countries outside of those currently impacted. Such public health crises can result in volatility and disruptions in the supply and demand for gold, silver and other minerals, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, credit ratings, credit risk, share prices and inflation. The risks to the Corporation of such public health crises also include risks to employee health and safety, a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak, increased labor and fuel costs, regulatory changes, political or economic instabilities or civil unrest. In addition, parties with whom the Corporation does business or on whom the Corporation is reliant may also be adversely impacted by the COVID-19 crisis which may in turn cause further disruption to the Corporation’s business. Any long-term closures or suspensions may also result in the loss of personnel or the workforce in general as employees seek employment elsewhere. The impact of COVID‐19 and government responses thereto may also continue to have a material impact and cause volatility in financial markets and could constrain the Corporation’s ability to obtain equity or debt financing in the future, which may have a material and adverse effect on its business, financial condition and results of operations.

COVID-19 represents a significant and unprecedented challenge for many businesses. The Corporation will continue with the proposed drilling program and take steps to minimize risks to the health and safety of employees and contractors. Energy and focus is being put into maintaining government regulations, including the Corporation’s own mandates for a safe and healthy workplace, while maintaining as strong an employment framework as possible. The Corporation will monitor and assess developments, including recommendations from governmental authorities, and adjust its activities accordingly. The Corporation’s operations have remained relatively stable under the COVID-19 pandemic but there can be no assurance that the ability to continue to operate the Corporation’s business will not be adversely impacted, in particular to the extent that aspects of operations which rely on services provided by third parties fail to operate as expected. The successful execution of business continuity strategies by third parties is outside the control of the Corporation. If one or more of the third parties to whom the Corporation outsources critical business activities fails to perform as a result of the impacts from the spread of COVID-19, it could have a material adverse effect on the Corporation’s business and operations.

At this point, the extent to which COVID-19 will or may impact the Corporation is uncertain and these factors are beyond the Corporation’s control; however, it is possible that COVID-19 may have a material adverse effect on the Corporation’s business, results of operations, and financial condition and the market price of the Common Shares.

EXEMPTIONS

Pursuant to a decision of the Autorité des marchés financiers dated December 10, 2020, the Corporation was granted: (i) permanent relief from the requirement to file French language versions of Schedules “C” to “F” of the Circular incorporated by reference herein, and (ii) temporary relief from the requirement to file with this Prospectus French language versions of

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the Annual Information Form, the Annual Financial Statements, the Annual MD&A, the Interim Financial Statements, the Interim MD&A and the Circular, each of which are incorporated by reference herein, provided that such documents in the French language are filed no later than the time of filing the (final) short form prospectus.

INTEREST OF EXPERTS

The scientific and technical information relating to the Douay Project set forth in this Prospectus and in the documents incorporated by reference herein has been derived from or is based on the technical report dated December 6, 2019 prepared for the Corporation by Roscoe Postle Associates Inc. (“ RPA ”) in accordance with NI 43-101, for the Douay Project, titled “Technical Report on the Douay Gold Property, Northwestern Quebec, Canada”, with an effective date of October 23, 2019 (the “ Douay Technical Report ”).

Dorota El Rassi, M.Sc., P.Eng. of RPA is the author of the Douay Technical Report and is a “qualified person” within the meaning of NI 43-101. A copy of the Douay Technical Report is available electronically on SEDAR at www.sedar.com .

None of the aforementioned persons, nor any directors, officers or employees of the aforementioned firm are currently expected to be elected, appointed or employed as a director, officer or employee of the Corporation or of any associate or affiliate of the Corporation.

Friedrich Speidel, M. Sc., P. Geo., VP of Exploration of the Corporation, who is a “qualified person” within the meaning of NI 43-101, has reviewed and approved the scientific and technical information relating to the Douay Project contained in or incorporated by reference in this Prospectus. Furthermore, Mr. Speidel has also reviewed the allocations set forth under the heading “Use of Proceeds” with respect to the Douay Project and has confirmed that such allocations are reasonable.

As of the date hereof, Mr. Speidel holds 231,700 Common Shares and 2,775,000 stock options, representing less than 1% of the outstanding Common Shares.

LEGAL MATTERS

Each of Cassels Brock & Blackwell LLP, Canadian counsel for the Corporation, and Torys LLP, counsel for the Underwriter, have provided its opinion on certain legal matters contained in this Prospectus. As of the date hereof, partners and associates of Cassels Brock & Blackwell LLP and Torys LLP, each as a group, own, directly or indirectly, in the aggregate, less than 1% of the outstanding securities of the Corporation.

AUDITORS AND TRANSFER AGENT AND REGISTRAR

Deloitte LLP, Chartered Professional Accountants, are independent of the Corporation within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.

The transfer agent and registrar for the Common Shares is Computershare Trust Company of Canada at its principal office in Vancouver, British Columbia.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission, or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

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CERTIFICATE OF THE CORPORATION

Dated: December 11, 2020

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

“Matthew Hornor” Matthew Hornor President, Chief Executive Officer and Director	“Gregg Orr”
	Gregg Orr Chief Financial Officer

On behalf of the Board of Directors

“Sean Charland” Sean Charland Director	“Gérald Riverin”
	Gérald Riverin Director

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CERTIFICATE OF THE UNDERWRITER

Dated: December 11, 2020

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation in each of the provinces of Canada.

BMO NESBITT BURNS INC.

“S. Craig West” By: S. Craig West Managing Director, Equity Capital Markets

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AI assistant

Maple Gold Mines — Capital/Financing Update 2020

46829_rns_2020-12-11_c707925f-70d5-4fa7-9482-6d4d219fea8c.pdf

PRELIMINARY SHORT FORM PROSPECTUS

New Issue

MAPLE GOLD MINES LTD.

$10,008,000

27,800,000 Common Shares

Price: $0.36 per Common Share

Notes:

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

ELIGIBILITY FOR INVESTMENT

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

THE CORPORATION

CONSOLIDATED CAPITALIZATION

USE OF PROCEEDS

PLAN OF DISTRIBUTION

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Common Shares

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Holders Resident in Canada

Dividends

Dispositions of Common Shares

Taxation of Capital Gains and Capital Losses

Other Income Taxes

Holders Not Resident in Canada

Dividends

Dispositions of Common Shares

PRIOR SALES

Common Shares

Warrants

Notes:

Stock Options

TRADING PRICE AND VOLUME

Common Shares

RISK FACTORS

Risks Associated with the Common Shares and the Offering

Capital Resources

Discretion in the Use of Proceeds

Trading Price for the Common Shares is Volatile

Holders of Common Shares will be diluted

Risks Relating to the Corporation

Negative Operating Cash Flow

COVID-19

EXEMPTIONS

INTEREST OF EXPERTS

LEGAL MATTERS

AUDITORS AND TRANSFER AGENT AND REGISTRAR

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

CERTIFICATE OF THE CORPORATION

CERTIFICATE OF THE UNDERWRITER

BMO NESBITT BURNS INC.

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Maple Gold Mines Capital/Financing Update 2020