Harte Gold Announces Closing of Private Placement

November 23, 2018

HARTE GOLD CORP. (“Harte Gold” or the “Company”) (TSX: HRT / OTC: HRTFF / Frankfurt: H4O) announced it has raised gross proceeds of $1,356,023 and issued 3,228,626 common shares under a non-brokered private placement.

The closing represents an investment by Appian Natural Resources Fund (“Appian”) to maintain its 19.45% interest in the Company subsequent to the Company’s non-brokered private placement of flow through common shares, the final closing of which was announced October 31, 2018. No Finder’s fees are payable in connection with the Appian investment. Proceeds from the private placement will be used for working capital purposes.

The sale of Common Shares to Appian under the Offering was a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Offering in reliance on sections 5.5(a) and 5.7(a), respectively, of MI 61-101, as the fair market value of the Common shares issued to Appian did not exceed 25% of the Company’s market capitalization calculated in accordance with MI 61-101.