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Transcontinental Gold Corp. Board/Management Information 2021

Jul 1, 2021

47402_rns_2021-06-30_d9608fcd-d760-407d-8a15-26974cf67bc2.pdf

Board/Management Information

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NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

TRANSCONTINENTAL RECEIVES APPROVAL TO TRANSITION TO NEW CPC POLICY

AND APPOINTMENT OF JOHN ANDERSON AS CEO

FOR IMMEDIATE RELEASE

VANCOUVER, B.C. June 30, 2021 – Transcontinental Gold Corp. (TSXV: TCG.P) (the “ Company ”) Further to its news release of June 1, 2021, announcing its intention to implement certain amendments to bring the Company’s practices and operations in line with the revisions to TSX Venture Exchange (the “ Exchange ”) policy 2.4 “ Capital Pool Companies ” (“ Policy 2.4 ”), the Company is pleased to announce it has received written disinterested shareholder approval for all proposed amendments. In particular, shareholders have approved:

  • i. to remove the consequences of failing to complete a Qualifying Transaction (a " QT ") within 24 months of the Company's date of listing on the Exchange;

  • ii. amendments to the escrow release conditions and certain other provisions of the Company's CPC escrow agreement, including allowing the Company's escrowed securities to be subject to an 18month escrow release schedule; and

  • iii. permitting payment of a finder’s fee or commission to a Non-Arm’s Length Party to the Company upon completion of a QT.

Please refer to the Company’s June 1, 2021 news release for further details with respect to the amendments in accordance with the revised Policy 2.4.

Appointment of John Anderson as Chief Executive Officer

The Board of Directors of the Company also announce that Wenhong Jin has stepped down as Chief Executive Officer of the Company effective June 8, 2021 and that John Anderson has been appointed as Chief Executive Officer. Mr. Jin has served as the Company’s CEO since incorporation of the Company in 2017 and will continue to serve as President and director.

On behalf of the board of

TRANSCONTINENTAL GOLD CORP.

Per: “John Anderson”

John Anderson

CEO

For further information, please contact:

Contact Name: John Anderson Telephone: (604) 218 7400 Email: [email protected]

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

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ 1933 Act ”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

This press release contains statements that constitute “forward-looking information” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation, all statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements contained in this press release include, without limitation, statements regarding: resumption of trading receipt of requisite shareholder or regulatory approvals; the business and operations of the Company; and use of funds. In making the forward- looking statements contained in this press release, the Company has made certain assumptions, including that trading in the shares of the Company will resume as anticipated. Although the Company believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forwardlooking statements. Such factors include, but are not limited to: delay or failure to receive board, shareholder, stock exchange or other regulatory approvals and general business, economic, competitive, political and social uncertainties and economic risks associated with current unprecedented market and economic circumstances due to the COVID-19 pandemic. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

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