Monarch Gold Receives Final Court Approval For The Plan Of Arrangement With Yamana Gold

Monarch Mining Corporation to begin trading on the TSX imminently  

Montréal, Québec, Canada, January 20, 2021 – MONARCH GOLD CORPORATION (“Monarch” or the “Corporation”) (TSX: MQR) (OTCQX: MRQRF) (FRANKFURT: MR7) announces that the Superior Court of Québec has issued a final order approving the previously announced arrangement governed by the Canada Business Corporations Act (the “Arrangement”) pursuant to which Monarch will transfer certain mineral properties and other assets and liabilities to a newly formed Monarch Mining Corporation entity and Yamana Gold Inc. (“Yamana”) will acquire the Wasamac property and the Camflo property and mill by acquiring all of the issued and outstanding shares of Monarch (not already owned by Yamana) on a fully diluted basis, as disclosed in the press release dated November 2, 2020. Further information regarding the Arrangement is presented in the Management Information Circular dated November 30, 2020, which can be found under the Monarch profile at www.sedar.com.

Monarch will shortly close the transaction with Yamana and the common shares of new Monarch Mining Corporation will begin trading on the Toronto Stock Exchange under the symbol GBAR in the coming days.

Caution Regarding Forward-Looking Statements

This press release may contain forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts included in this press release, including statements regarding the plans of Monarch, may constitute forward-looking statements within the meaning of Canadian securities legislation and regulations, including the expected closing of the Arrangement and the commencement of trading of the common shares of new Monarch Mining Corporation on the Toronto Stock Exchange. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "plan", "foresee", "believe" or "continue", the negatives of these terms, variations of them and similar expressions. More particularly and without restriction, this press release contains forward-looking statements and information regarding: statements and implications about the completion of the Arrangement for Monarch, and the anticipated timing thereof.

In respect of the forward-looking statements and information concerning the anticipated timing of the completion of the Arrangement and the commencement of trading of the common shares of new Monarch Mining Corporation, Monarch has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the Arrangement; and other expectations and assumptions concerning the Arrangement. The anticipated dates indicated may change for a number of reasons, including the inability to receive, in a timely manner, the necessary regulatory approvals, the necessity to extend the time limits for satisfying the other conditions to the completion of the Arrangement. Although Monarch believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct, that the Arrangement will be completed or that it will be completed on the terms and conditions contemplated in this press release. Accordingly, investors and others are cautioned that undue reliance should not be placed on any forward-looking statements.

Risks and uncertainties inherent in the nature of the proposed transaction include, without limitation, the failure of the parties to obtain the necessary regulatory approvals or to otherwise satisfy the conditions to the completion of the Arrangement; failure of the parties to obtain such approvals or satisfy such conditions in a timely manner; significant transaction costs or unknown liabilities; and general economic conditions. Failure to obtain the necessary regulatory approvals, or the failure of the parties to otherwise satisfy the conditions to the completion of the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, and Monarch continues as an independent entity, there are risks that the dedication of substantial resources of Monarch to the completion of the Arrangement could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Furthermore, the failure of Monarch to comply with the terms of the arrangement agreement may, in certain circumstances, result in it being required to pay a fee to Yamana, the result of which could have a material adverse effect on its financial position and results of operations and its ability to fund growth prospects and current operations. Consequently, the reader is cautioned not to place undue reliance on the forward-looking statements and information contained in this press release.

The forward-looking statements in this document reflect the Monarch's expectations on the date hereof and are subject to change after that date. Monarch expressly disclaims any obligation or intention to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable securities laws.

No Offer or Solicitation

This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell Monarch common shares.