stock BAU.V header - 2024-03-21

TSXV: BAU

Market Price: $0.14

stock BAUFF header - 2024-03-21

OTC: BAUFF

Market Price: $0.10

FSX: 5WP0

Market Price: $0.07

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Vancouver, British Columbia--(Newsfile Corp. - October 25, 2023) - Blue Star Gold Corp. (TSXV: BAU) (OTCQB: BAUFF) (FSE: 5WP0) ("Blue Star" or the "Company") has entered into a renewal agreement (the "Agreement") with Dr. Georg Pollert, a director of the Company and a controlling shareholder, in relation with a loan in the principal amount of $2,537,434 (the "Loan"), being $2,435,542 as original principal and $101,892.40 as accrued interest. The Loan has a term of three years and bears interest at 3% per annum. Pursuant to the Agreement, the Company has agreed to issue 295,354 common shares (the "Shares") of the Company to Dr. Pollert as a loan bonus. The Shares are payable in three tranches: 98,451 immediately, 98,451 on October 25, 2024, and 98,452 on October 25, 2025, and at a deemed price of $0.45 per share. At this time, the Company is proceeding with the first issuance of 98,451 Shares. The purpose of the Loan is to fund a bond deposit for the Ulu Gold Project Land Use and Water Licenses.

The Shares are subject to a four-month and one day hold period from the dates of issuances pursuant to securities laws in Canada and, where applicable, the Exchange Hold Period.

The issuances of the Shares pursuant to the Loan is considered a related party transaction (as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101")). The Company relied on certain exemptions from the requirement to obtain a formal valuation and minority shareholder approval, namely sections 5.5(a) and 5.7(a) of MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the issuance of Shares exceeds 25% of the Company's market capitalization.

About Blue Star Gold Corp.

Blue Star is a mineral exploration and development Company focused in Nunavut, Canada. Blue Star's landholdings total 270 square kilometres of highly prospective and underexplored mineral properties in the High Lake Greenstone Belt. The Company owns the Ulu Gold Project, comprised of the Ulu Mining Lease and Hood River Property, and the Roma Project. A significant high-grade gold resource exists at the Flood Zone deposit (Ulu Mining Lease), and numerous high potential exploration target areas occur throughout the Company's extensive landholdings, providing Blue Star with excellent resource growth potential.

Blue Star is listed on the TSX Venture Exchange under the symbol: BAU, the U.S. OTCQB Venture Market under the symbol: BAUFF, and on the Frankfurt Exchange under the symbol: 5WP0. For information on the Company and its projects, please visit our website: www.bluestargold.ca.

For further information, please contact:

Grant Ewing, P. Geo., CEO
Telephone: +1 778-379-1433
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Raffi Elmajian, Corporate Communications Manager
Telephone: +1 778-379-1433
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Neither the 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.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

This press release contains "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding prospective income and revenues, anticipated levels of capital expenditures for fiscal year, expectations of the effect on our financial condition of claims, litigation, environmental costs, contingent liabilities and governmental and regulatory investigations and proceedings, and estimates of mineral resources and reserves on our properties.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: economic and financial conditions, including volatility in interest and exchange rates, commodity and equity prices and the value of financial assets, strategic actions, including acquisitions and dispositions and our success in integrating acquired businesses into our operations, developments and changes in laws and regulations, including increased regulation of the mining industry through legislative action and revised rules and standards applied by the regulatory bodies in Nunavut, changes in the price of fuel and other key materials and disruptions in supply chains for these materials, closures or slowdowns and changes in labour costs and labour difficulties, including stoppages affecting either our operations or our suppliers' abilities to deliver goods and services to us, as well as natural events such as severe weather, fires, floods and earthquakes or man-made or other disruptions of our equipment, and inaccuracies in estimates of mineral resources and/or reserves on our mineral properties.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.

This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/185222