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MAS Gold and Southern Empire Receive Interim Order for Plan of Arrangement





September 16, 2020 - TheNewswire - MAS Gold Corp. (MAS Gold); (TSXV:MAS) and Southern Empire Resources Corp. (Southern Empire); (TSXV:SMP); (Frankfurt:5RE) are pleased to announce the receipt of an interim order from the Supreme Court of British Columbia (the "Interim Order"), in connection with Southern Empire's previously announced acquisition of all of the issued and outstanding shares of Mas Gold (the "MAS Shares") pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"). The Interim Order provides for, among other things, a meeting of the MAS Gold shareholders to consider and vote upon the Arrangement.

As a result of the Interim Order, MAS Gold is proceeding to mail out its management information circular and related documents to shareholders immediately. Details of the Arrangement, including a summary of the terms and conditions of the arrangement agreement, will be disclosed in the management information circular of MAS Gold which will be available on SEDAR at www.sedar.com.

Highlights of the Transaction

MAS Gold has two advanced stage gold deposits having NI 43-101 mineral resources located in the La Ronge Gold Belt of Saskatchewan, Canada:

  • - the North Lake Gold Deposit containing 417,000 ounces gold (oz Au) is comprised of an Inferred Mineral Resource of 14,110,00 tonnes (t) grading 0.92 grams gold per tonne (g Au/t)

    - the Greywacke North Gold Deposit containing 95,600 oz Au is comprised of an Indicated Mineral Resource of 255,500 t at 9.92 g Au/t, plus an Inferred Mineral Resource of 59,130 t at 7.42 g Au/t, at a cut-off grade of 5 g Au/t

    - Significant potential for resource expansion exists at both Greywacke North and North Lake

    - Excellent exploration potential also exists for MAS Gold's Preview-North Property (which hosts the Point gold deposit), Henry Lake and Elizabeth Lake properties.

The combined entity will have a strong balance sheet, with no debt and a robust cash position, which will be used to target expansion of the current NI 43-101 resources as well as exploration and development on all of Southern Empire's projects.

About Southern Empire Resources Corp.

Southern Empire is focused on the acquisition, exploration and development of gold deposits in North America.

In the Cargo Muchacho mountains of Imperial County, southeast California, Southern Empire owns the American Girl Mine Property and holds options to acquire a 100% interest in the 2,160 hectares (5,338 acre) Oro Cruz Property located approximately 22.5 kilometres (km; 14 miles) southeast of the operating Mesquite gold mine of Equinox Gold Corp.

With a history that includes extensive drilling and large-scale open pit and underground mining by the American Girl Mining Joint Venture (53 per cent owned by MK Gold Co., a subsidiary of Morrison Knudsen Corporation, and 47 per cent owned by Hecla Mining Company), which was suspended during the gold market downturn in 1996, the Oro Cruz Gold Project hosts many exploration targets in addition to a high-grade oxide gold zone that, based on the historical mine operation records, is amenable to conventional heap leach extractive methods.

Southern Empire is in the process of acquiring MAS Gold Corp.

About MAS Gold Corp

MAS Gold Corp. (TSXV:MAS) is a Canadian mineral exploration company with road-accessible projects located in the La Ronge Gold Belt of Saskatchewan approximately 60 km west of the SSR Mining Inc.'s producing Seabee and Santoy gold mines. Please refer to Southern Empire's news releases dated July 13 and August 19, 2020 available on SEDAR. Southern Empire expects this acquisition to close in the fall of 2020.

MAS Gold's Greywacke North gold deposit, one of several known stratabound, high-grade gold-bearing zones on the Greywacke Lake Property, has an estimated Indicated Mineral Resource of 255,500 tonnes (t) at a grade of 9.92 grams gold per tonne (g Au/t), plus an Inferred Mineral Resource of 59,130 t at 7.42 g Au/t, at a cut-off grade of 5 g Au/t (see MAS Gold's NI 43-101 Technical Report of June 1, 2016 available on SEDAR).

The North Lake gold deposit, located on the Preview-North property, 33 kilometres southwest of Greywacke North, has an Inferred Mineral Resource estimated at 417,000 ounces of gold contained in 14,110,000 t grading 0.92 g Au/t (see MAS Gold's News Release dated March 25, 2020 and their NI 43-101 Technical Report dated April 10, 2020 available on SEDAR).

Qualified Person (QP)

The scientific and technical information contained in this news release has been prepared, reviewed, verified and approved by David Tupper, P.Geo. (British Columbia), Southern Empire's VP Exploration and a Qualified Person within the context of Canadian Securities Administrators' National Instrument 43-101; Standards of Disclosure for Mineral Projects.

On behalf of the Board of Directors of MAS Gold Corp,

Ron Netolitzky, CEO and Director

For further information on MAS Gold and Southern Empire please visit both www.masgoldcorp.com and www.smp.gold or contact: Lubica Keighery, (778) 889-5476, lubica@smp.gold.

Cautionary Notice on Forward-Looking Information

Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management's current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. Each of Southern Empire and MAS Gold cautions that all forward-looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond their respective control. Such factors include, among other things: risks and uncertainties relating to each of Southern Empire and MAS Gold's limited operating history, ability to complete the proposed Transaction (including obtaining all necessary shareholder and regulatory approvals), the need to comply with environmental and governmental regulations, results of exploration programs on their projects and those risks and uncertainties identified in each of their annual and interim financial statements and management discussion and analysis. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, neither Southern Empire nor MAS Gold undertakes no obligation to publicly update or revise forward-looking information.

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