MAS Gold Corp. (TSXV : MAS) entered into a non-binding letter of intent to acquire Preview SW Property from Comstock Metals Ltd. (TSXV : CSL) for CAD 2.9 million on December 14, 2021. MAS Gold Corp.

entered into a definitive agreement to acquire Preview SW Property from Comstock Metals Ltd. (TSXV : CSL) on January 13, 2022. Upon the closing of the Proposed Transaction, Comstock will have the right to appoint one director to MAS Gold's board for a minimum of two years, and has agreed to appoint Steven Goldman, Chief Executive Officer of Comstock as its board representative on the MAS board. Comstock will also provide additional funding in the amount of CAD 200,000, to be expended in Q1 2022 in conjunction with input from MAS Gold, advancing its Preview SW Property prior to closing of the Proposed Transaction.

In connection with the signing of the definitive agreement, it is anticipated that shareholders of Comstock holding an aggregate of at least 51% of the outstanding common shares in the capital of Comstock will enter into voting support agreements with MAS Gold and Comstock pursuant to which they will agree to vote their Comstock shares in favour of the Proposed Transaction. Closing is anticipated in the second half of March, 2022 after both companies' hold their annual general meetings (“AGM”). MAS Gold anticipates holding its AGM on February 26, 2022.

Comstock anticipates holding its AGM in March, 2022. The transaction is subject to a number of conditions, including but not limited to, execution of a binding definitive agreement relating to the transaction, TSX Venture Exchange acceptance and both entities shareholders approval. A definitive agreement will be signed prior to January 15th,2022.

It is anticipated that the closing of the Transaction will occur on or about March 22, 2022. Comstock engaged Red Cloud Klondike Strike Inc. as financial advisor to this transaction and will pay advisory fees based on the Proposed Transaction's value equal to 5% of the first CAD 2,000,000 and 3.5% thereafter (the “Advisory Fee”). The Comstock Metals Ltd.'s Chief Executive Officer is also entitled to receive a 3% bonus based on the Proposed Transaction's value (the “Bonus”).

It is anticipated that the Advisory Fee and Bonus will be paid using a portion of the MAS Gold shares received by Comstock Metals Ltd.