Closing of GOLDUSA Security Token Offering, Returns to Treasury and Amended Agreement

Canamex Gold Corp (CSE: CSQ) announces that, further to its news release of September 19, 2018, the Company closed its non-brokered private placement of GOLDUSA tokens (“GOLDUSA tokens”) via a Security Token Offering (“STO”) and issued a total of 22,000,000 GOLDUSA tokens at a price of USD$4.00 / CAD $5.00 per GOLDUSA token for aggregate deemed proceeds of CAD$109,975,631 on October 31, 2018.

In connection with the STO, total of 20,000,000 GOLDUSA tokens were issued to Harmonychain AS (“Harmonychain”), a technology provider of the Company.

However, subsequent thereto, 19,809,524 of such GOLDUSA tokens were returned to treasury when the Company’s agreement with Harmonychain (described below) was amended, which resulted in a total of 190,476 GOLDUSA tokens being paid to Harmonychain for technology and services provided, as further detailed below.

In total, the Company has 2,190,476 GOLDUSA tokens issued and outstanding pursuant to the STO.The total value of the GOLDUSA tokens issued to date is CAD $9,975,631, with such GOLDUSA tokens issued for cash and/or the settlement of debts and other balance sheet liabilities including the issuance of 1,799,381 GOLDUSA tokens to a subsidiary of the Company on a deferred settlement basis.

All GOLDUSA tokens issued by the Company are subject to a 4-month and 1-day escrow period, in accordance with National Instrument 45-102

The total value of the GOLDUSA tokens issued to date is CAD $9,975,631, with such GOLDUSA tokens issued for cash and/or the settlement of debts and other balance sheet liabilities including the issuance of 1,799,381 GOLDUSA tokens to a subsidiary of the Company on a deferred settlement basis.

All GOLDUSA tokens issued by the Company are subject to a 4-month and 1-day escrow period, in accordance with National Instrument 45-102 Resale of Securities.

The GOLDUSA tokens issued have been delivered by the Company to an escrow wallet under the control of ChainDelivery Royalties Corp. (“Chain”), a 100% owned subsidiary of the Company.

After the 4-month and 1-day escrow period is completed, these GOLDUSA tokens will be delivered to subscriber wallets by Chain.

No finder’s fees were paid in connection with the STO.

As part of the STO, insiders of the Company subscribed for 23,369 GOLDUSA tokens.In particular, Gregory Hahn,

In particular, Gregory Hahn, President, COO and a director of the Company, subscribed for 18,431 GOLDUSA tokens; Mike Stark, Chairman and a director of the Company, subscribed for 938 GOLDUSA tokens directly and 1,000 GOLDUSA tokens through a company he controls, and Guy P. Dancosse, a director of the Company, subscribed for 3,000 GOLDUSA tokens. As a result, the STO is 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 upon the “Issuer Not Listed on Specified Markets” and “Fair Market Value Not More Than $2,500,000” exemptions from the formal valuation and minority shareholder approval requirements, respectively, under MI 61-101.

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