Magna Mining Closes Acquisition of Lonmin Canada Inc.

Sudbury, Ontario--(Newsfile Corp. - November 7, 2022) - Magna Mining Inc. (TSXV: NICU) ("Magna" or the "Corporation") is pleased to announce that it has closed the acquisition of Lonmin Canada Inc. ("Loncan"), including the Denison Project and the past producing Crean Hill Ni-Cu-PGE mine (the "Acquisition"), pursuant to a share purchase agreement dated August 15, 2022 (the "Share Purchase Agreement") among the Corporation, Loncan, each of the shareholders of Loncan and Sibanye UK Limited, as shareholder representative.

Under the terms of the Share Purchase Agreement, Magna acquired 100% of the issued and outstanding shares of Loncan, whose core asset is the Denison Project, in exchange for an aggregate purchase price of $16 million comprised of a closing payment of $13 million in cash (the "First Payment") and a deferred payment of $3 million (the "Deferred Payment") payable pro rata to each shareholder of Loncan (the "Vendors"). The Deferred Payment is payable on or before the 12-month anniversary of the closing of the Acquisition. The Corporation will use commercially reasonable efforts to settle the Deferred Payment in cash, but may, at its option, settle the Deferred Payment in common shares of the Corporation priced at the time of issue in accordance with the rules of the TSX Venture Exchange (the "TSXV"). As ongoing security pending the settlement of the Deferred Payment, the Corporation has granted a pledge of the shares of Loncan in favour of the Vendors. The Corporation inherited Loncan's existing commercial arrangements with Vale Canada Limited, including access rights and certain net smelter return royalties. Certain other arrangements, including Loncan's joint venture arrangements with Wallbridge Mining Company Limited, terminated concurrently with the completion of the Acquisition.

In connection with the closing of the Acquisition, an advisory fee is payable to Desjardins Capital Markets in the form of a cash payment of $100,000 plus 314,564 common shares of the Corporation (the "Advisory Fee Shares"), valued at approximately $100,000 at a deemed price of $0.3179 per Advisory Fee Share. The Advisory Fee Shares are subject to a four month and one day statutory hold period in accordance with applicable Canadian securities laws.

Further details regarding the terms of the Acquisition and the Denison Project are set out in (i) the Corporation's news release dated August 16, 2022, and (ii) the Share Purchase Agreement, both of which are available on SEDAR (www.sedar.com) under the Corporation's issuer profile.

In addition, with the satisfaction of all conditions to the Acquisition, the Corporation satisfied the escrow release conditions relating to the 74,128,860 subscription receipts of the Corporation (the "Subscription Receipts") issued on a non-brokered private placement basis at a price of $0.27 per Subscription Receipts for gross proceeds of approximately $20 million (the "Offering"). The gross proceeds of the subscription including the earned interest thereon (the "Escrowed Funds") were released to the Corporation and used, in part, to fund the First Payment of $13 million payable to the Vendors in connection with the Acquisition. Each Subscription Receipt has been automatically converted into one common share of the Corporation and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"), with each Warrant entitling the holder thereof to purchase one common share at a price of $0.405 until November 4, 2025. The Corporation intends to use the balance of the Escrowed Funds from the Offering for ongoing exploration and development activities at the Denison Project.

About Magna Mining Inc.

Magna Mining is an exploration and development Corporation focused on nickel, copper and PGM projects in the Sudbury Region of Ontario, Canada. The Corporation's flagship asset is the past producing Shakespeare Mine which has major permits for the construction of a 4500 tonne per day open pit mine, processing plant and tailings storage facility and is surrounded by a contiguous 180km² prospective land package. Additional information about the Corporation is available on SEDAR (www.sedar.com) under the Corporation's issuer profile and on the Corporation's website (www.magnamining.com).

For further information on this news release, visit www.magnamining.com or contact:

Jason Jessup
Chief Executive Officer

or

Paul Fowler, CFA
Senior Vice President
Email: [email protected]

Cautionary Note Regarding Forward-Looking Information

This news release includes certain "forward-looking statements" which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Corporation's future plans, objectives or goals, including words to the effect that the Corporation or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Corporation, the Corporation provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the timing and receipt the final acceptance of the TSXV of the Acquisition, the ability of the Corporation to complete the Deferred Payment, the Corporation's current expectations, anticipated synergies and benefits of the Acquisition, the use of the net proceeds from the Offering, the Corporation's objectives, goals or future plans, statements, exploration results, potential mineralization, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, the inability to receive final acceptance of the TSXV, failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to complete a NI 43-101 technical report on the Denison Project, delays in obtaining or failures to obtain any governmental, environmental or other project approvals, political risks, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, and those risks set out in the Corporation's public documents filed on SEDAR. Although the Corporation believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Corporation disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/143301