MAS Gold Corp. and Comstock Metals Ltd. announced that, further to the news release dated December 14, 2021, they have signed a definitive agreement pursuant to which Comstock has agreed to sell 100% of its interest in its Preview SW Gold Project and property to MAS Gold in consideration of the issuance of 30,000,000 common shares in MAS Gold. Comstock's 843 hectare Preview SW Property is contiguous with MAS Gold's Preview-North Property in the La Ronge Gold Belt of northeastern Saskatchewan.

The Preview SW Property and portions of MAS Gold's Preview-North property are located within the Mineral Exploration Zone of the Lac La Ronge Provincial Park. The Preview SW Property is an ideal addition to MAS Gold's current portfolio of Hub and Spoke properties, where the concept that the mineralized material from various satellite depositscould be co-mingled at a centrally located processing facility (Hub). 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, CEO of Comstock as its board representative on the MAS Gold board.

Mr. Goldman was appointed as President and CEO of Comstock Metals in May, 2019 after serving as Interim President and CEO since May 15, 2018 and Director of Comstock since February 2016. He was a founder of the Toronto law firm of Goldman Hine LLP and remains counsel to the firm. Mr. Goldman is also a director of Select Sands Corp.

After graduating from Carleton University in 1976 (B.A., President's Medal), he earned a JD degree from Queen's University in 1980, and was called to the Bar in Ontario in 1982. The Board of MAS Gold is privileged to welcome Mr. Goldman to its Board of Directors. Comstock will also provide additional funding in the amount of $200,000, to be expended in First Quarter 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 MAS Gold anticipates holding its AGM on February 26, 2022. Comstock anticipates holding its AGM in early March, 2022.

Comstock engaged Red Cloud Klondike Strike Inc. as an advisor to this transaction and will pay advisory fees based on the Proposed Transaction's value equal to 5% of the first $2,000,000 and 3.5% thereafter. The Company's CEO 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.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, TSX Venture Exchange acceptance and shareholder approval. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. In addition to the Comstock Agreement, a winter 2022 exploration program is planned for the near future that proposes 8000 meters of core drilling with focus on the Preview SW Project and MAS Gold's North Lake Gold Deposit and Point Gold Deposit targets.