Company Closes Oversold Private Placement Offering

Vancouver, B.C., December 29, 2021: American CuMo Mining Corporation (“CuMoCo” or the “Company”) (TSXV: MLY; OTC Pink: MLYCF) announces that it is closing its oversubscribed private placement previously announced on December 7, 2022. Subscriptions were received for a total of 15,000,000 Units for proceeds of $750,000. The transaction closing requires TSX Venture Exchange approval.

Each Unit will be comprised of one common share of the Company (a “Share”) and one transferable common share purchase warrant, with each warrant (a “Warrant”) exercisable to purchase one common share of the Company (a “Warrant Share”) for a period of 60 months from the date of closing of the Private Placement (the “Expiry Date”), at a price of $0.075 per Warrant Share. If at any time prior to the Expiry Date, the Company’s common shares trade at or above a price of $0.125 per share on the TSX Venture Exchange (the “TSXV”) for a period of 10 consecutive trading days, the Company may, at its option, accelerate the Expiry Date by delivery of notice (the “Acceleration Notice“) to the Holder and issuing a press release announcing such acceleration (the “Acceleration Press Release”), and, in such case, the Expiry Date shall be deemed to be the 20th day following the later of: (i) the date on which the Acceleration Notice is sent to the Holder, and (ii) the date of issuance of the Acceleration Press Release.

The following being insiders of the Company (as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)), have subscribed for a total of 350,000 units, as follows: Wayne Kettleson , director for 100,000 Units; John Moeller (Chairman, and a director of the Company) for 250,000 Units. The Company has relied upon the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 based on the fact that the fair market value of the related party participation in the CuMoCo Offering will not exceed 25% of the Company’s market capitalization prior to the closing of the CuMoCo Offering. The Board of Directors approved the participation of insiders in the CuMoCo Offering with the individual insiders who are directors abstaining from voting on their participation.

The proceeds of the private placement will be used to make the final payment of Euros 235,000 under terms of the Bleiberg deal announced March 15, 2021 and for general corporate purposes.

Mr. Shaun M. Dykes, M.Sc. (Eng), P.Geo., President and CEO of the Company, is the designated qualified person for the CuMo and Bleiberg Projects and has prepared the technical information contained in this news release.

For further information, please contact:

American CuMo Mining Corporation
Shaun Dykes, President and Chief Executive Officer
Tel: (604) 689-7902

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this new release.

 Cautionary statement regarding forward‐looking information

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation including, but not limited to, statements that address activities, events or developments that the Company expects or anticipates will or may occur in the future, such the Company’s ability to move its CuMo Project to feasibility and production, and to become one of the largest and lowest-cost molybdenum producers in the world as well as a significant producer of copper and silver. Forward-looking information is based on a number of material factors and assumptions, including the result of exploration activities, the ability of the Company to raise the financing for a feasibility study and to put the CuMo project into production, that no labour shortages or delays are experienced, that plant and equipment function as specified that the Court will not intervene with the Company’s proposed exploration activities at the CuMo Project, and the ability of the Company to obtain all requisite permits and licenses to advance the CuMo Project and eventually bring it into production. Forward-looking information involves known and unknown risks, future events, conditions, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future prediction, projection or forecast expressed or implied by the forward-looking information. Such factors include, among others, the interpretation and actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of molybdenum, silver and copper; possible variations in grade or recovery rates; labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing, as well as those factors disclosed in the Company’s publicly filed documents, including the Company’s Management’s Discussion and Analysis for the period ended March 31, 2019.  There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.


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