Vancouver, B.C. – Independence Gold Corp. (TSX.V: IGO) (the “Company”) wishes to announce that it has closed the non-brokered private placement announced on December 2, 2021 (the “Offering”).

The Company issued 2,700,000 units (the “Units”) at a price of $0.10 per Unit for proceeds of $270,000 (the “Unit Proceeds”), and 15,175,000 flow-through common shares (“FT Common Shares”), and together with the Units, the “Securities”) at a price of $0.10 per FT Common Share for proceeds of $1,517,500 (together with the Unit Proceeds, the “Funds”), for a total proceeds of $1,787,500 under the Offering, representing an over subscription of 2,875,000 common shares for proceeds of approximately $287,500, from the originally announced Offering.

Each Unit consists of one common share and one-half common share purchase warrant (each, a “Warrant”).Each whole warrant (“Warrant”) is exercisable into one common share in the capital of the Company at an exercise price of $0.15 per common share for a period of 24 months from the date of issue. The Company paid aggregate cash finder’s fees of $53,700 cash and issued an aggregate of 537,000 non-transferable finders compensation warrants (“Finder’s Warrants”) in connection with the distribution of FT Shares and Units to arm’s length subscribers. Each Finder’s Warrant entitles the holder to purchase one common share of the Company at a price of $0.15 per common share until December 30, 2023.

Insiders of the Company participated in the private placement on the same terms and conditions as non-arm’s length subscribers, subscribing for a total of 1,100,000 Units for aggregate proceeds of C$110,000. The issuance of these securities to the insiders of the Company are “related party transactions” under the policies of the TSX Venture Exchange and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related party transactions under Sections 5.7(b) and 5.5(b), respectively, of MI 61-101.There has been no prior formal valuation of the common shares and Warrants issued as there has not been any necessity to do so. The Private Placement has been reviewed and unanimously approval by the Company’s board of directors, including the independent directors. In accordance with applicable securities legislation, all securities issued pursuant to the Offering are subject to a hold period of four months plus one day from the date of the completion of the Offering.

The proceeds from the sale of the FT Common Shares will be used by the Company to incur for “Canadian exploration expenses” as defined by the Income Tax Act (Canada) at its 3Ts Property, as well as its Merit and Nicoamen properties in British Columbia, Canada and the Unit Proceeds will be used for general and administrative expenses.

ON BEHALF OF THE BOARD OF INDEPENDENCE GOLD CORP.

“Randy Turner”
Randy Turner, President and CEO