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Taurus Gold Capital/Financing Update 2021

Nov 11, 2021

48090_rns_2021-11-10_5352f593-b942-48f6-adb7-ec7f108cb2be.pdf

Capital/Financing Update

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September 9 November 10, 2021

~~An~~ second amended and restated final prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in certain of the provinces and territories of Canada. A copy of the second amended and restated final prospectus, and any amendment, is required to be delivered with this document. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the second amended and restated final prospectus, and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

Disclaimer

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General

Prospective investors should rely only on the information contained in the second amended and restated final prospectus of Taurus Gold Corp. (“Taurus” or the “Company”) dated November 10, ~~September 9~~ , 2021 (the “prospectus”). The prospectus constitutes a public offering of securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. No securities regulatory authority has expressed an opinion about such securities and it is an offence to claim otherwise. This presentation is qualified in its entirety by reference to, and must be read in conjunction with, the information contained in the prospectus. Copies of the prospectus may be obtained from the Agent at [email protected]. Investors should read the prospectus before making an investment decision. The Company and the Agent have not authorized anyone to provide prospective investors with additional or different information. Capitalized terms that are not defined in this presentation have the meanings ascribed to them in the prospectus.

For prospective purchasers outside Canada, neither the Company nor the Agent has done anything that would permit this offering or possession or distribution of the prospectus in any jurisdiction where action for that purpose is required, other than in Canada. Prospective investors are required to inform themselves about, and to observe any restrictions relating to, the offering and the possession or distribution of the prospectus.

There is no market through which the securities of the Company may be sold and investors may not be able to resell the securities purchased under the prospectus. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of these securities, and the extent of issuer regulation. Investment in the common shares of the Company is highly speculative and involves significant risk due to various factors, including the nature and early stage of the Company's business, limited operating history, lack of revenue to date and future revenue uncertainty and additional capital requirements. An investment in the securities of the Company should only be made by persons who can afford the total loss of their investment. Investors should consider the “Risk Factors” in the prospectus and consult with their own legal, tax and financial advisors with respect to all such risks before making an investment.

The Common Shares and Warrants of the Company 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 to, or for the account or benefit of, persons 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") or U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act ("U.S. Persons")), unless exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws are available. Neither the prospectus nor this presentation constitutes an offer to sell or a solicitation of an offer to buy any of the securities within the United States or to, or for the account or benefit of, U.S. Persons.

Technical Disclosure

Scientific and technical information regarding the Charlotte Property contained in this presentation is derived from the technical report dated April 20, 2021 entitled “Technical Summary Report on the Charlotte Property" prepared by Ken MacDonald, P.Geo., a “qualified person” as defined by National Instrument 43-101. The technical report is available for inspection at the principal office of the Company at #239, 9768 - 170th Street, Edmonton, Alberta T5T 5L4 during regular business hours upon notice to the Company at any time during the distribution of securities pursuant to the prospectus and is on the SEDAR profile of the Company at www.sedar.com. See the prospectus and the technical report for details of the data verification undertaken with respect to the scientific and technical information on the Charlotte Property and for additional details regarding the exploration information herein.

Ken MacDonald, P.Geo., a "qualified person" as defined by National Instrument 43-101 has verified the authenticity and validity of the technical data herein.

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Disclaimer

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Forward-Looking Information

Some of the statements contained in this presentation including, without limitation, financial and business prospects and financial outlooks may be forward-looking statements which reflect management's expectations regarding future plans and intentions, growth, results of operations, performance and business prospects and opportunities. Words such as "may", "will" "should", "could", "anticipate", "believe", "expect", "intend", "plan", "potential", "continue" and similar expressions have been used to identify these forward-looking statements. Specifically, this forwardlooking information includes or may be based upon, among other things, estimates, forecasts, and statements as to management's expectations with respect to, among other things, the completion of the Offering, the use of proceeds of the Offering, the exploration potential of the Property, the actual cost of the recommended exploration program in respect of the Property, the actual cost of the Company's general and administrative expenses, the ability of the Company to raise additional funding if necessary, the timeframe for completion of the Phase I exploration on the Property. These statements reflect management's current beliefs and are based on information currently available to management. Forward-looking statements involve significant risks and uncertainties. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements including, but not limited to, changes in general economic and market conditions and other risk factors. These factors, which should be considered carefully, include but are not limited to, those factors discussed in the prospectus under "Risk Factors", including the inherent risks involved in the exploration of mineral properties, the uncertainties involved in interpreting drill results and other geological data, fluctuating mineral resource prices, the possibility of project cost overruns or unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future and other factors. Although the forward-looking statements contained herein are based upon what management believes to be reasonable assumptions, management cannot assure that actual results will be consistent with these forward-looking statements. Investors should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date hereof and Taurus assumes no obligation to update or revise them to reflect new events or circumstances, other than as required pursuant to applicable securities laws.

Such forward-looking statements are based upon a number of material factors and assumptions, including but not limited to those disclosed elsewhere herein, in the prospectus, and any other of the Company's concurrent public filings, as applicable. The factors and assumptions include: that there is no material deterioration in general business and economic conditions, that the Company completes the Offering and the listing of the Common Shares on the CSE on a timely basis, that the timing, costs and results of the Company's recommended exploration programs on the Charlotte Property are consistent with the Company's current expectations, that the Company receives regulatory approvals, permits and licenses for its activities on a timely basis, that the Company is able to obtain financing for its activities on reasonable terms and on a timely basis, that the exploration timetables and capital costs for the Company's exploration plans are not incorrectly estimated or affected by unforeseen circumstances or adverse weather conditions, that any environmental and other proceedings and disputes are satisfactorily resolved, and that the Company maintains its ongoing relations with its business partners and governmental authorities.

Forward-looking statements and other information contained herein concerning the mineral resource industry and management's general expectations concerning the mineral resource industry are based on estimates prepared by management using data from publicly available industry sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which management believes to be reasonable. However, this data is inherently imprecise, although generally indicative of relative market positions, market shares and performance characteristics. While management is not aware of any misstatements regarding any industry data presented herein or in the prospectus, the mineral resource industry involves risks and uncertainties and industry data is subject to change based on various factors. See "Risk Factors“ in the prospectus.

An investment in the Company’s securities is speculative and is subject to a number of risks and uncertainties that should be considered by a prospective investor. Prospective investors should carefully consider the risk factors described under “Risk Factors” in the prospectus before purchasing securities of the Company.

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Overview

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Flagship Project – Charlotte Gold-Silver Property

  • High-grade gold-silver vein and breccia system

  • Large amount of historical surface exploration and drilling

  • Charlotte property covers 139 quartz claims and leases over 2,357.1 ha (23 sq km)

  • Significant epithermal gold and silver mineralization, porphyry copper potential

Dawson Range Mineral Belt, Yukon Territory, Canada

  • More than 30 mineral occurrences in the Dawson Range Mineral Belt

  • All weather gravel road access to property, 60 km from town of Carmacks

Exploration Potential

  • Potential to expand known zones of gold-silver mineralization

  • Potential to discover new zones of gold-silver mineralization

  • Evaluation of possible porphyry copper-gold occurrence is needed

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Board of Directors and Management

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Lori Walton, P. Geo. - Director, President & CEO

  • ❖ Independent consultant providing executive management, technical, and policy development expertise to companies, governments, and industry associations

  • ❖ Is currently on the Board and is Chief Executive Officer of C2C Gold Corp. Previously served as director of Northern Tiger Resources and as director and Chief Executive Officer of Firestone Ventures Inc.

Trevor Harding - Director

  • ❖ Provides strategic business development and Indigenous relations consulting advice.

  • ❖ Co-founded Northern Vision Development Limited Partnership – Yukon’s largest private sector employer and owners of real estate assets

  • ❖ Was a senior advisor of business development, sales, and indigenous relations of Redrock Camps and Group of Companies

  • ❖ Former long-time Yukon resident and former Minister of Energy and Mines

Paul Milelli - Director

  • ❖ Provides strategic planning, technology direction, and software product development in role of Director at Canada Homestay Network

  • ❖ Co-founder of Nettune Inc., an interactive agency providing web solutions, content management systems and strategic services to clients including Bombardier, AstraZeneca, and Van Houtte

  • ❖ Director for several public companies including Patfind Inc., Zconnex, and Pentland Firth

Stephen Brohman, CPA, CA - CFO

  • ❖ Founding principal of Donaldson Brohman Martin CPA, Inc.

  • ❖ Serves as Chief Financial Officer and director of various public and private companies

Ken MacDonald, P. Geo. – Consultant (Qualified Person)

  • ❖ Over 30 years’ experience in the mining sector

  • ❖ Assisted on and directed exploration projects in British Columbia and elsewhere

  • ❖ Responsible for design and implementation of exploration programs from grass roots to early stage exploration through to advanced stage exploration and development and production

  • ❖ Qualified Person for Taurus Gold Corp. as defined by NI 43-101

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Offering Terms

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Offering: Initial public offering by way of prospectus of 8,000,000 Units for aggregate gross proceeds of $2,000,000. Each Unit is comprised of one Common Share and one
~~Common Share Purchase Warrant.~~
Initial public offering by way of prospectus for gross proceeds of $2,000,000 of a combination of a minimum of 5,000,000 and a maximum of 10,000,000 Common Share
Units, and up to a maximum of 4,000,000 Flow-Through Units.
Price and Terms: $0.25 per Unit. Each Warrant shall be exercisable into one Common Share of Taurus at a price of $0.40 per Warrant for a period of 24 months from the date of closing of
~~the Offering.~~
$0.20 per Common Share Unit and $0.25 per Flow-Through Unit. Each Common Share Unit is comprised of one Common Share and ½ of one Common Share Unit Warrant,
with each whole Common Share Unit Warrant being exercisable for one Common Share at a price of $0.35 for period of 24 months from the date of closing of the Offering.
Each Flow-Through Unit is comprised of one Flow-Through Share and ½ of one Flow-Through Unit Warrant, with each whole Flow-Through Unit Warrant being exercisable
for one Common Share at a price of $0.40 for a period of 24 months from the date of closing of the Offering.
Over-Allotment Option: Taurus has granted the Agent an over-allotment option to increase the size of the Offering by 15%, exercisable in whole or in part for up to 60 days following closing of the
~~Offering.~~
Taurus has granted the Agent an over-allotment option exercisable, in whole or in part in the sole discretion of the Agent, up to 60 days following closing of the
Offering, to sell additional Common Share Units equal to 15% of the Offered Units issued pursuant to this Offering to cover over-allotments, if any, and for market
stabilization purposes.
Offering Basis: The Offered Units are being offered on a commercially reasonable efforts basis in the Provinces of Alberta, British Columbia, and Ontario. In addition, the Agent may offer
theOfferedUnits outside of Canada (including in the United States), subject to compliance with applicable securities laws.
Listing: The Canadian Securities Exchange (the “CSE”) has conditionally approved the listing of the Company’s Common Shares issuable pursuant to the Offering. Listing will be
subject to the Company fulfilling all the listing requirements of the CSE, including without limitation, the distribution of the~~Common Shares~~
Offered Unitsto a minimum
number of public shareholders and Taurus meeting certain financial and other requirements.
Eligibility The Offered Units shall be eligible for RRSPs, RRIFs, RESPs, RDSP, and TFSAs, subject to the qualifications described in the prospectus.
Agent and Commission: ~~Canaccord Genuity Corp.~~
The Agent for the Offering is Canaccord Genuity Corp. The Agent will receive a commission of 8% of the aggregate proceeds of the Offering, paid in cash or Common Share
Units at the option of the Agent. In addition, the Agent will receive non-transferrable warrants to purchase that number of Common Share Units as is equal to 8% of the
number of Offered Units sold pursuant to the Offering.
Use of Proceeds: The net proceeds of the Offering will be used to fund Phase I and applicable, Phase II of the recommended exploration program and thereby incur expenditures necessary to
fulfill the precedent conditions to the grant of the first option. In addition, the net proceeds of the Offering will be used to complete the initial payment to the Optionor
under the Option Agreement, general and administrative expenses for 12 months following closing, and general working capital purposes.

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Capitalization

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Outstanding after giving effect to the Offering Outstanding after giving effect to the Offering
Designation (unaudited)(1)
Assuming 4,000,000 Flow- Assuming no Flow-
Through Units issued Through Units issued
Common Shares(2) ~~36~~
7,482,620(3)
~~36~~
8,482,620(3)
Stock Options 1,325,000(4) 1,325,000(4)
Warrants(5) 10,660,000
7,160,000(6)
10,660,000
7,660,000(6)
Agent's Warrants 640,000
720,000
640,000
800,000

Notes:

  • (1) Based upon the issuance of 8,000,000 Units, each Unit representing one Common Share and one Warrant. Assumes no exercise of the Over-Allotment Option.

  • (2) Pursuant to the Option Agreement, Taurus has agreed to issue to, or at the discretion of, the Optionor, subject to CSE approval, an additional 30,000,000 Common Shares. Such number of Common Shares are not reflected as being outstanding in the above table.

  • (3) Includes the Common Shares issuable pursuant to the Corporate Finance Fee Units, and assumes the Agent elects to receive the full amount of the Agent's Commission in cash.

  • (4) Stock options will be issued to directors and officers of the ~~Corporation~~ Company on closing of the Offering. See "Options to Purchase Securities“ in the prospectus .

  • (5) There are no securities convertible into Common Shares other than 2,500,000 Founder’s Warrants, the Warrants to be issued pursuant to the Offering and the Agent's Warrants. The Founder’s Warrants are each exercisable for one Common Share for a price of $0.10 per Common Share until March 26, 2024.

  • (6) Includes the Warrants issuable pursuant to the Corporate Finance Fee Units, but assumes the Agent elects to receive the full amount of the Agent's Commission in cash.

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Use of Proceeds

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The primary purposes of the Offering are to raise funds to complete the recommended Phase I, and if applicable, the Phase II work programs as outlined in the Technical Report and thereby incur expenditures sufficient necessary to fulfill the precedent conditions to the grant of the first option.

The gross proceeds from the Offering are estimated to be $2,000,000 (excluding proceeds which may be received from the exercise of the Over-Allotment Option). After deducting anticipated expenses of the Offering, estimated at $ ~~33~~ 55,000 (inclusive of the Agent's Commission and cash component of the Corporate Finance Fee), the ~~Corporation~~ Company expects to have approximately ~~$1,705,886~~ 1,698,774 available, comprising the net proceeds from the Offering of $1, ~~66~~ 45,000 and the estimated working capital surplus of the ~~Corporation~~ Company of the date of the prospectus in the amount of $53,774, comprised of ~~$40,886~~ 8,774 as o ~~f August~~ October 31, 2021 plus the proceeds from the Loan in the amount of $45,000.

om the Loan in the amount of $45,000. om the Loan in the amount of $45,000.
Principal Purpose
Initial payment to Optionor under the Option
Agreement
$250,000
Completion of Phase I of the recommended
exploration program on the Charlotte Property (see
"Charlotte Property - Recommendations")
$350,000
Estimated general and administrative expenses for
12 months
$264,000
Debt repayment (Loans including accrued interest)
$45,900
Unallocated working capital
$788,874
~~841,886~~
Total Expenditures
$1,698,774
~~1,705,886~~

In the event the Corporation sells Flow-Through Units pursuant to the Offering, the Corporation will be committed to expend such amount of proceeds raised from the sale of Flow-Through Shares comprising the Flow-Through Units, to a maximum of $996,000 on CEE that qualifies as "flow-through mining expenditures" in order to satisfy its obligations relating to the Flow Through Shares. While the Corporation intends to satisfy its expenditure commitments related to the Flow-Through Shares, there can be no assurance that it will do so. Prospective investors should carefully consider the risk factors described under “Risk Factors” in the prospectus.

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Taurus Gold Corp. - Option Agreement

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To earn 100% interest in the Charlotte Gold-Silver Property, Yukon

  • Option Agreement : Taurus entered into the Option Agreement on August 18, 2020. As a precondition to the right to obtain an interest in the Property, Taurus issued the Optionor 10,000,000 Common Shares.

  • First Option : To earn 51% interest under the Option Agreement, as amended, Taurus is required (i) to make an initial payment to the Optionor on the earlier of March 15, 2022, or completion of the Offering (the “Effective Date”); (ii) to incur at least $2,000,000 in prescribed exploration expenditures (“Expenditures”) before the second anniversary of the Effective Date; and (iii) issue an additional 10,000,000 Common Shares to the Optionor on or before the second (2[nd] ) anniversary of the Effective Date.

  • Second Option : To earn an additional 25% interest (for a total of 76%), Taurus must incur an additional $2,000,000 in Expenditures and issues an additional 10,000,000 Common Shares on or before the fourth (4[th] ) anniversary of the Effective Date.

  • Third Option : To earn the remaining 24% interest (for a total of 100%), Taurus completes an additional $2,000,000 in Expenditures, issues an additional 10,000,000 Common Shares and delivers a preliminary economic assessment on or before the sixth (6[th] ) anniversary of the Effective Date.

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  • Underlying NSR of 3.0% to two parties : Within 90 days following the exercise of the third option, Taurus may purchase 1/3 of the NSR by paying $750,000 to each party ($1,500,000 total).

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Recommended Exploration Program

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Phase One (~$350,000)

  • ❖ Historical data compilation and update

  • ❖ 3D geological & structural modelling

  • ❖ Resource calculation for Flex Zone

  • ❖ Target ranking & prioritization

  • ❖ Lidar and DGPS Surveys

  • ❖ Exploration program – geochemistry, mapping, targeted 3D IP geophysical survey

  • Phase Two (~$750,000) ❖ Drill program to test known zones and new high priority targets (1670 m)

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Tintina Gold Province

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The Tintina Gold Province (TGP) comprises numerous gold belts & districts through Yukon and Alaska

  • Arc-shaped 2,000 km long metallogenic province

  • The TGP is host to numerous placer and hard rock gold discoveries in addition to non-gold related mineral deposit types

  • Gold deposits are related to Cretaceous intrusive rocks

▪ Advanced projects include Casino (Western Copper and Gold Corp.) and Coffee (Newmont Corp.) projects advancing to mine production 11

Mount Nansen Historical Gold Mining District

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Charlotte Property is adjacent to the Klaza Project (Rockhaven Resources Inc.)

▪ 2020 positive PEA for Klaza contemplates production of 750k oz Au & 13.8M oz Ag over 12 years

The Charlotte property shares a similar geological setting and mineralization style & tenor as Klaza

▪ Open pit & underground Mineral Resources at Klaza (Indicated Resources: 4.5 Mt @ 4.8 g/t gold and 98 g/t silver; Inferred Resources: 5.7 Mt@ 2.8 g/t gold and 76 g/t silver)

*Note: The PEA for Klaza & Rusk Drill Results are available at rockhavenresources.com. The PEA is preliminary in nature and includes inferred Mineral Resources that are too speculative geologically to have the economic consideration applied to them that would enable them to be categorized as Mineral Reserves. There is no certainty that the results of the PEA will be realized. The Company further recognizes that Klaza findings are not necessarily indicative of the mineralization at Charlotte Property.

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Charlotte Property – Epithermal and Porphyry Systems

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HUESTIS
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Two styles of mineralization

  • Structurally controlled precious metal epithermal veins and breccias

  • Cu-Mo-Au porphyry mineralization

Three main precious metal vein zones: Webber, Flex, and Huestis

Historical work includes previous underground development at the Webber and Huestis zones, pre-development stripping at the Flex Zone, drilling (144 diamond drill holes), trenching, geochemical and geophysical surveys Numerous untested soil anomalies and underexplored areas on the property

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Flex Zone – Recent Drilling in 2010-2012 & 2020

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Four quartz veins 5 cm to 1.1 m thick and dipping steeply west

Delineated over strike length of 550 m

Arsenopyrite, pyrite, sphalerite, galena, sulfosalts

Precious metal mineralization extends into silicified wallrock

Supergene alteration in top 15 to 40 m

Total of 112 drill holes in the Flex Zone, including historical drilling before 2010

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Flex Zone – Significant Drill Intersections

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4.26 g/t gold and 73.97 g/t silver over 4.08 m (apparent width) from 184.46 – 188.54 m in DDH 12-278 51.5 g/t gold and 780.56 g/t silver over 1.4 m (apparent width) from 144.87 – 146.27 m in DDH 12-280 25.93 g/t gold and 1,305.44 g/t silver over 1.76 m (apparent width) from 194.44- 196.2 m in DDH 12280

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Flex Zone – 2020 Drilling

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Taurus Gold Corp. Investment Opportunity

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  • ❖Quality gold-silver project in established mining belt in Yukon, Canada ❖Taurus Gold Corp. has an option to earn 100% interest in 139 mineral claims and leases over 23 sq km

  • ❖Easy all-weather road access to property

  • ❖Class III Mining Land Use Approval granted to the Optionor, as claim owner, for the Charlotte Property

  • ❖Similar geology to Rockhaven Resources’ adjacent Klaza project

  • ❖Drilling in 2020 at Flex Zone confirms historical work

  • ❖Flex Zone open at depth and in all directions

  • ❖Exploration potential including expanding known epithermal precious metal vein systems, discovering new precious metal vein systems, and exploring for porphyry copper-gold-molybdenum

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Thank You

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For questions, please contact:

Lori Walton, P.Geo. President and CEO [email protected] T: 587-608-5035

Canaccord Genuity Corp. Jeff German Managing Director, Retail Corporate Finance [email protected] Tom Cox Senior Investment Advisor [email protected]

Taurus Gold Corp.

239 9768 – 170[th] Street, Edmonton, AB T5T 5L4

www.taurusgold.ca

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