Advanced Gold Exploration Announces Private Placement of Convertible Debentures

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Toronto, Ontario--(Newsfile Corp. - October 7, 2024) - Advanced Gold Exploration Inc. (CSE: AUEX) (the "Company") is pleased to announce that it intends to complete a non-brokered private placement of 100 unsecured convertible debentures (each, a "Debenture") at a price of $1,000 per Debenture for gross proceeds of $100,000 (the "Offering"). The Company intends to use the net proceeds from the Offering for general working capital.

The issuance of the Debentures pursuant to the Offering (and, if applicable, the underlying common shares of the Company ("Common Shares") and Common Share purchase warrants (the "Warrants") comprising the units (the "Units") upon conversion of the Debentures) shall be completed on a private placement and prospectus exempt basis, as applicable, such that the issuances are (or in the case of any underlying Common Shares or Warrants, shall be) exempt from any applicable prospectus and securities registration requirements.

The Debentures will mature three (3) years following the date of issuance (the "Maturity Date") and will bear interest at an interest rate of three percent (3%) per annum, commencing on December 31, 2024, (i) in cash; or (ii) the equivalent value in Common Shares based on a price per Common Share of $0.10 per Common Share. The holder of a Debenture will have the right, from time to time and at any time after the date of issuance, to the Maturity Date, to convert all or any portion of the outstanding principal amount into Units, at a conversion price of $0.10 per Unit (the "Conversion Price"), subject to adjustment as herein provided. Each Unit shall be comprised of one Common Share and one Warrant. Each Warrant shall entitle the holder thereof to acquire one Common Share at a price of $0.15 per Common Share until the date that is the third year from the date of issuance of the Debenture.

Pursuant to applicable Canadian securities laws, the Debentures as well as any underlying Common Shares or Warrants to be issued upon conversion or exchange of these securities, are subject to a hold period of four months and one day. The Offering remains subject to the final approval of the Canadian Securities Exchange.

In addition, the Company announces that effective October 1, 2024, Mr. Radovan Danilovsky has resigned as the Corporate Secretary of the Company. Mr. Danilovsky will remain as a director and the Chief Financial Officer.

In addition, Ms. Carly Burk has been appointed the Corporate Secretary of the Company. Ms. Burk practices general corporate and securities law for both public and private issuers and advises on a variety of transactions including private placements, public offerings, M&A and continuous disclosure obligations. Ms. Burk holds a Bachelor of Laws from the University of Southampton, a Certificate of Qualification from the Federation of Law Societies and a Bachelor of Arts (Honours) from Carleton University. Ms. Burk serves as an officer and/or director of several public and private entities.