Mr. Jean Desmarais reports

AMSECO EXPLORATION ANNOUNCES LETTER OF INTENT FOR PROPOSED REVERSE TAKEOVER TRANSACTION WITH CANADIAN GOLD RESOURCES LTD.

Amseco Exploration Ltd. has entered into a binding letter of intent dated Dec. 18, 2023, with Canadian Gold Resources Ltd. in respect of a proposed business combination. It is anticipated that the proposed transaction will constitute a reverse takeover of Amseco in accordance with Policy 5.2, Changes of Business and Reverse Takeovers, of the exchange.

About Canadian Gold Resources Ltd.

Canadian Gold is a private company existing under the laws of Canada with gold projects in the Gaspe gold belt in the province of Quebec. Immediately prior to closing of the proposed transaction, Canadian Gold shall have 20 million common shares outstanding, excluding any securities issued pursuant to the concurrent financing (as defined herein).

Canadian Gold's material asset consists of its 100-per-cent interest in three gold exploration projects along the Grand Pabos fault on the Gaspe peninsula of Quebec. Gold mineralization in the region is known to be hosted by structures related to the Grand Pabos fault, a major regional structure that can be traced across the entire Gaspe peninsula and into Newfoundland where major gold discoveries have been made recently. Canadian Gold holds the Robidoux property (1,940 hectares), the VG Boulder property (5,787 hectares) and the Lac Arsenault property (4,118 hectares, with National Instrument 43-101 technical report (2023)). These properties combined cover 34km along the Grand Pabos fault system, gold is associated with major structural systems such as strike-slip faults, breccia zones and swarm structures.

The properties are located in the province of Quebec, on the Gaspe peninsula, southwest of Gaspe municipality, accessible by logging road approximately 25 kilometres north of the village of Paspebiac. They are situated in a sequence of Palaeozoic (era) metasedimentary rocks, located near the eastern end of the Aroostook-Matapedia anticlinorium, a major structural unit of the Appalachians that extends from Matapedia to Perce in Quebec. Mineralization occurs within the Honorat group rocks, is vein type, characterized by brittle deformation and occurs in competent Ordovician (period) Honorat group sandstones and greywackes.

The Robidoux property has yielded historical bulk samples as high grade as 400 tonnes at 31.54 grams per tonne gold and 8.9 grams per tonne silver and 657 tonnes at 12.02 g/t Au. Historic drilling results have been 4.1 g/t Au over 4.46 metres and 2.4 g/t Au over 2.50 m. Historic trench sampling results have been 92.0 g/t Au over 1.70 m, 45.9 g/t Au over 3.10 m and 19.9 g/t Au over 3.10 m.

The VG Boulder property has yielded samples up to 75.7 g/t Au and 22.4 g/t Au in boulders and outcrop collected by previous workers, and multiple visible gold samples in boulders reported by previous workers.

The Lac Arsenault property contains a new NI 43-101 technical report (2023). In 1946, Walter Baker, a prospector, discovered boulders containing gold, silver and the sulphides sphalerite, galena, arsenopyrite and pyrite. This property was explored by Imperial and Esso Minerals in the mid-1970s, which identified 40,000 tonnes at 15.43 g/t Au, 197.00 g/t Ag, 6.6 per cent lead and 3.5 per cent zinc in three veins exposed on surface (the Baker vein, the Mersereau vein and the L4W vein) (this estimate is historical and has not been verified -- it is not NI 43-101 compliant; additional work is required to confirm this estimate). Historic assays of up to 1.4 ounces gold per ton and 25 ounces silver per ton have been recorded. Base metal ranges from traces up to 15 per cent combined lead/zinc. Best results include 32.83 g/t Au over 0.27 m at the Baker vein. Best results from the southern part of the L4W vein include 13.5 g/t Au over 0.75 m. Best results at the Mersereau vein include 39.7 g/t Au on surface. In 1986, an exploration program discovered a new gold-bearing zone, the Marleau vein, with an assay of 0.36 ounces gold per ton over 5.2 feet. The Lac Arsenault property has 93 historic drill holes totalling 7,269.41 m.

A press release with further information in respect of Canadian Gold, including significant financial information, will follow in accordance with the policies of the exchange.

For further information regarding Canadian Gold and the proposed transaction, please contact Ron Goguen, president and chief executive officer, at 506-866-4545 or rongoguen@cdngold.com.

Summary of the proposed transaction

The letter of intent contemplates that Amseco and Canadian Gold will negotiate and enter into a definitive agreement in respect of the proposed transaction, pursuant to which it is anticipated that Amseco will acquire all of the issued and outstanding Canadian Gold shares, and shareholders of Canadian Gold will receive postconsolidation (as defined as follows) Amseco common shares in exchange for their Canadian Gold shares, resulting in a reverse takeover of Amseco by Canadian Gold. The proposed transaction will be structured as a share exchange, three-cornered amalgamation, plan of arrangement or other structure based on the advice of the parties' respective advisers and taking into account various securities, tax, operating and other considerations.

Prior to the closing of the proposed transaction, Amseco will consolidate its outstanding Amseco shares on the basis of one new Amseco share for each five old Amseco shares, such that, prior to closing of the proposed transaction, Amseco will have approximately 2,922,854 Amseco shares issued and outstanding on a non-diluted basis.

It is intended that Amseco shares will be issued to holders of Canadian Gold shares on the basis of one postconsolidation Amseco share for every one Canadian Gold share, resulting in the issuance of an aggregate 20 million postconsolidation Amseco shares to the shareholders of Canadian Gold. It is expected that outstanding Canadian Gold warrants will become exercisable for postconsolidation Amseco shares, in accordance with the terms of such warrants, as applicable.

It is anticipated that the resulting entity will continue the business of Canadian Gold under a name to be determined by Canadian Gold. The business of the resulting issuer will be primarily focused on the exploration of the property.

The postconsolidation Amseco shares to be issued pursuant to the proposed transaction will be issued pursuant to exemptions from the prospectus requirements of applicable securities legislation. Certain common shares of the resulting issuer to be issued pursuant to the proposed transaction are expected to be subject to restrictions on resale or escrow under the policies of the exchange, including the securities to be issued to principals (as defined under exchange policies), which will subject to the escrow requirements of the exchange.

The completion of the proposed transaction remains subject to a number of terms and conditions, among other standard conditions for a transaction of this nature, including, among other things: (i) the negotiation and execution of the definitive agreement; (ii) Canadian Gold delivering a NI 43-101 compliant technical report for the property that is acceptable to the exchange and Amseco; (iii) the delivery of audited, unaudited and pro forma financial statements of each party that are compliant with exchange policies; (iv) if required by the exchange, Canadian Gold delivering a title opinion for each of its material international properties in form and content satisfactory to the exchange and Amseco; (v) no material adverse changes occurring in respect of either Amseco or Canadian Gold; (vi) the parties obtaining all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the exchange subject only to customary conditions of closing; (vii) if required by the exchange, delivery of a sponsor report and an independent valuation satisfactory to the exchange; (viii) the consolidation, name change and any other corporate changes requested by Canadian Gold, acting reasonably, shall have been implemented; (ix) completion of the concurrent financing described herein; (x) completion of satisfactory due diligence by each party of the other party; (xi) if the exchange deems any property of Canadian Gold, other than the property, to be a material property of Canadian Gold, Canadian Gold shall either deliver a technical report prepared in accordance with NI 43-101 for such property or divest any interest or ownership it holds in such property; and (xii) exchange acceptance. There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met.

Upon completion of the proposed transaction, it is anticipated that the resulting issuer will be listed as a Tier 2 mining issuer on the exchange, with Canadian Gold as its primary operating subsidiary.

Concurrent financing

In connection with the proposed transaction, Canadian Gold will arrange a concurrent non-brokered private placement for sufficient gross proceeds for the resulting issuer to meet the exchange's listing requirement at a minimum price of 25 cents per postconsolidation Amseco share.

Finders' fees may be paid in connection with the concurrent financing within the maximum amount permitted by the policies of the exchange.

The proceeds of the concurrent financing will be used to finance: (i) expenses of the proposed transaction and the concurrent financing; (ii) the exploration and other expenses relating to the property; and (iii) the working capital requirements of the resulting issuer.

Summary of proposed directors and officers of the resulting issuer

In conjunction with and upon closing of the proposed transaction, the board of directors of the resulting issuer is expected to consist of four directors, each of whom will be nominated by Canadian Gold. If applicable, the existing directors and officers of Amseco shall resign at or prior to the closing of the proposed transaction.

The first directors of the resulting issuer are expected to be Ron Goguen, Ken Booth, Mark Smethurst and Ian Mcgavney and such other directors as determined by Canadian Gold. These directors shall hold office until the first annual meeting of the shareholders of the resulting issuer following closing or until their successors are duly appointed or elected. The first officers of the resulting issuer are expected to be Mr. Goguen (executive chairman and president), Camilla Cormier (chief financial officer and corporate secretary) and such other officers as determined by Canadian Gold.

Summary of insiders of the resulting issuer other than directors and officers

No insiders of the resulting issuer are expected other than the board and management.

Sponsorship of proposed transaction

Sponsorship of the proposed transaction may be required by the exchange unless an exemption or waiver from this requirement is obtained in accordance with the policies of the exchange. Canadian Gold has not yet engaged a sponsor in connection with the proposed transaction. Canadian Gold intends to apply for an exemption from the exchange's sponsorship requirement. Additional information on sponsorship arrangements will be provided once available.

Other information relating to the proposed transaction

The proposed transaction is not a related party transaction as such term is defined by Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and is not subject to Policy 5.9 of the exchange.

No finders' fees are expected to be payable in connection with the proposed transaction.

In accordance with exchange Policy 5.2, Amseco intends to apply for an exemption from obtaining shareholder approval, as the proposed transaction exhibits the following characteristics: (i) the proposed transaction is not a related party transaction (and no other circumstances exist that may compromise the independence of Amseco or other interested parties); (ii) Amseco does not have active operations; (iii) Amseco is not subject to a cease trade order and management believes it will not be suspended from trading on completion of the proposed transaction; and (iv) there is no requirement to obtain shareholder approval of the proposed transaction (or any element thereof) under any applicable corporate or securities laws.

The proposed transaction will require the approval of the shareholders of Canadian Gold. Canadian Gold intends to hold a shareholder meeting to seek all necessary approvals, the details of which will be disclosed once available.

In accordance with the policies of the exchange, trading in the Amseco shares has been halted as a result of this announcement and will not resume trading until such time as the exchange determines, which, depending on the policies of the exchange, may not occur until completion of the proposed transaction.

Additional information concerning the proposed transaction, Amseco, Canadian Gold and the resulting issuer will be provided once determined in a subsequent news release and in the filing statement to be filed by Amseco in connection with the proposed transaction and which will be available in due course under Amseco's SEDAR+ profile.

About Amseco Exploration Ltd.

Amseco is a mineral exploration company focused on the acquisition, exploration and development of mineral resource properties.

Qualified person

Mark T. Smethurst, PGeo, a director of Canadian Gold, is a qualified person as defined by NI 43-101 and has reviewed and approved the contents and technical disclosures in this press release. Neither Mr. Desmarais nor the company has verified the technical information in this press release.

Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, exchange acceptance and if applicable pursuant to exchange requirements, disinterested approval. Where applicable, the proposed transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the proposed transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the proposed transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Amseco should be considered highly speculative.

We seek Safe Harbor.