Mr. Randy Turner reports

INDEPENDENCE GOLD ANNOUNCES CLOSING OF $1,600,000 NON-BROKERED PRIVATE PLACEMENT

Independence Gold Corp. has closed the non-brokered private placement announced on Nov. 16, 2022, and increased on Dec. 8, 2022.

The company issued 20,523,668 units at a price of six cents per unit for proceeds of $1,231,420.08, and 6,142,998 flow-through common shares at a price of six cents per FT common share for proceeds of $368,579.88, for total proceeds of $1,599,999.96 under the offering.

Each unit consists of one common share and one common share purchase warrant. Each whole warrant is exercisable into one common share in the capital of the company at an exercise price of 12 cents per common share for a period of 24 months from the date of issue. The company paid aggregate cash finders' fees of $9,700 in cash and issued an aggregate of 135,000 non-transferable finders' compensation warrants in connection with the distribution of FT shares and units to arm's-length subscribers. Each finder's warrant entitles the holder to purchase one common share of the company at a price of 12 cents per common share until Dec. 22, 2024.

Insiders of the company participated in the private placement on the same terms and conditions as non-arm's-length subscribers, subscribing for a total of 863,668 units for aggregate proceeds of $51,820. The issuance of these securities to the insiders of the company is a related-party transaction under the policies of the TSX Venture Exchange and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related-party transaction under sections 5.7(b) and 5.5(b), respectively, of MI 61-101. There has been no prior formal valuation of the common shares and warrants issued as there has not been any necessity to do so. The private placement has been reviewed and unanimously approved by the company's board of directors, including the independent directors. In accordance with applicable securities legislation, all securities issued pursuant to the offering are subject to a hold period of four months plus one day from the date of the completion of the offering.

The proceeds from the sale of the FT common shares will be used by the company to incur Canadian exploration expenses as defined by the Income Tax Act (Canada) at its 3Ts property in British Columbia, Canada, and the unit proceeds will be used for both exploration and general and administrative expenses.

We seek Safe Harbor.