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    HIGH   CA42984V1031

HIGHGOLD MINING INC.

(HIGH)
  Report
Delayed Bourse de Toronto  -  03:50:22 2023-02-03 pm EST
0.6600 CAD   -4.35%
2022HighGold Mining Intersects 15.5 Meters at 4.04 g/t Gold Equivalent in Step-out drilling at Ellis Zone Discovery, Johnson Tract Project, Alaska
AQ
2022HighGold Mining Loses 11% as Details Final Assays From 2022 Drilling At Ellis Zone Discovery
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2022HighGold Mining Details Final Assays From 2022 Drilling At Ellis Zone Discovery
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HighGold Mining : Earnings Release

11/02/2022 EST

HIGHGOLD MINING INC.

ANNUAL INFORMATION FORM

For The Financial Year Ended December 31, 2021

September 22, 2022

Suite 320 - 800 West Pender Street

Vancouver, B.C.

V6C 2V6

PAGE

TABLE OF CONTENTS

TERMS OF REFERENCE..........................................................................................................................

1

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS....................................................

2

CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF MINERAL RESERVES AND

MINERAL RESOURCES ..........................................................................................................................

3

GLOSSARY OF TECHNICAL TERMS.........................................................................................................

4

CORPORATE STRUCTURE......................................................................................................................

7

GENERAL DEVELOPMENT OF THE BUSINESS .........................................................................................

8

DESCRIPTION OF THE BUSINESS .........................................................................................................

19

RISK FACTORS ....................................................................................................................................

21

DIVIDENDS AND DISTRIBUTIONS........................................................................................................

42

DESCRIPTION OF CAPITAL STRUCTURE ...............................................................................................

42

MARKET FOR SECURITIES ...................................................................................................................

43

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER ....

44

DIRECTORS AND OFFICERS .................................................................................................................

44

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS ...................................................

46

CONFLICTS OF INTEREST.....................................................................................................................

47

PROMOTERS ......................................................................................................................................

48

LEGAL PROCEEDINGS AND REGULATORY ACTIONS.............................................................................

48

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS..........................................

48

TRANSFER AGENTS AND REGISTRARS.................................................................................................

48

MATERIAL CONTRACTS ......................................................................................................................

49

INTERESTS OF EXPERTS ......................................................................................................................

49

ADDITIONAL INFORMATION ..............................................................................................................

50

ii

TERMS OF REFERENCE

In this Annual Information Form (the "AIF" or "Annual Information Form"), unless the context otherwise dictates, references to the "Company", "HighGold", "we" and "our" refer to HighGold Mining Inc.

The information contained in this AIF is current as of December 31, 2021 with subsequent events disclosed to September 22, 2022.

Financial Statements

This AIF should be read in conjunction with the Company's consolidated financial statements and management's discussion and analysis for the years ended December 31, 2021 and 2020 available under the Company's profile on SEDAR at www.sedar.com. The financial statements and management's discussion and analysis were prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board.

Documents Incorporated by Reference

The information contained in the National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") technical report dated August 25, 2022 with an effective date of July 12, 2022, prepared by Ray C. Brown, CPG (11886), James N. Gray, P. Geo. And Lyn Jones, P. Eng. titled "Updated Mineral Resource Estimate and NI 43-101 Technical Report for the Johnson Tract Project, Alaska" (the "Johnson Tract Report"), is incorporated by reference as part of this AIF. The Johnson Tract Report is available under the Company's profile on SEDAR.

In accordance with NI 43-101, the Company's material mineral property is the Johnson Tract Project. Unless otherwise indicated, the Company has prepared the technical information in this AIF ("Technical Information") based on information contained in the Johnson Tract Report.

Currency

All references to dollars ($) in this AIF are expressed in Canadian dollars, unless otherwise indicated. Defined terms used herein have the respective meanings given to such terms under the heading "Glossary of Terms".

Qualified Person

All scientific and technical information relating to the Company's mineral projects contained in this AIF has been reviewed and approved by Ian Cunningham-Dunlop, P.Eng., Senior VP Exploration for HighGold, who by reason of education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, fulfills the requirements of a "qualified person" as defined in NI 43-101.

Classification of Mineral Reserves and Mineral Resources

In this AIF and as required by NI 43-101, the definitions, if any, of proven and probable mineral reserves and measured, indicated and inferred mineral resources are those used by Canadian provincial securities regulatory authorities and conform to the definitions utilized by the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") in the "CIM Definition Standards on Mineral Resources and Mineral Reserves".

1

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This AIF contains forward-looking statements and forward-looking information (collectively, "forward- looking statements") within the meaning of applicable Canadian and U.S. securities legislation, including the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included herein including, without limitation, statements with respect to the timing of future activities of the Company, the Company's anticipated business plans, financial and business prospects and financial outlooks are forward-looking statements that involve various risks and uncertainties and reflect management's expectations regarding future plans and intentions, growth, results of operations, performance and business prospects and opportunities. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: "believes", "expects", "anticipates", "intends", "estimates", "plans", "may", "should", "would", "will", "potential", "scheduled" or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. In making the forward-looking statements in this Annual Information Form and any documents incorporated by reference, the Company has applied several material assumptions, including without limitation:

  • the Company's experience and perceptions of historical trends, current conditions and expected future developments;
  • certain assumptions regarding future prices of gold, silver and other base metals;
  • expectations regarding the legislative and regulatory environments of the jurisdictions where the Company carries on business or has operations;
  • the timely receipt of any necessary permits, licenses and regulatory approvals in connection with the future development of the Company's projects;
  • the availability of financing on suitable terms for the development, construction and continued operation of the Company's projects;
  • no unusual geological or technical problems occurring and no significant events occurring outside of the normal course of business for the Company;
  • the Company's ability to comply with environmental, health and safety laws; and
  • other factors that are believed to be reasonable in the circumstances.

However, the foregoing list is inherently imprecise, although generally indicative of relative market positions, market shares and performance characteristics. While management is not aware of any misstatements regarding any industry data presented herein, mineral exploration involves risks and uncertainties and industry data is subject to change based on various factors.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Although the Company has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there

2

may be other factors and risks that cause actions, events or results not to be as anticipated, estimated or intended.

The forward-looking statements contained herein, and the documents incorporated by reference herein, are expressly qualified by this cautionary statement. These factors should be considered carefully and prospective or existing investors should not place undue reliance on any forward-looking information contained in them. Unless otherwise noted, the forward-looking statements contained in this Annual Information Form speak only as of the date hereof, and, except as required by applicable law, the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible to predict all such factors and to assess in advance the impact of each such factor on the business of the Company, or the extent to which any factor or combination of factors may cause actual results to differ from those contained in any forward-looking statement. Additional risks and more information on the risks identified above are described in detail in this Annual Information Form under the heading "Risk Factors".

CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING

ESTIMATES OF MINERAL RESERVES AND MINERAL RESOURCES

The Company prepares its disclosure in accordance with the requirements of securities laws in effect in Canada, which differ from the requirements of U.S. securities laws. All mineral resource and mineral reserve estimates contained in this presentation or in documents referenced in this presentation have been prepared in accordance with NI 43-101 and CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the "CIM Standards"). NI 43-101 is a rule developed by the Canadian Securities Administrators, which established standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. The terms "mineral reserve", "proven mineral reserve" and "probable mineral reserve" are Canadian mining terms as defined in accordance with NI 43-101 and the CIM Standards.

The Securities and Exchange Commission (the "SEC") has adopted final rules, effective February 25, 2019, to replace the former SEC Industry Guide 7 with new mining disclosure rules under subpart 1300 of Regulation S-K of the U.S. Securities Act (the "SEC Modernization Rules"). The SEC Modernization Rules replace the historical property disclosure requirements included in the former SEC Industry Guide 7. As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of "measured mineral resources", "indicated mineral resources" and "inferred mineral resources". In addition, the SEC has amended its definitions of "proven mineral reserves" and "probable mineral reserves" to be substantially similar to international standards. The SEC Modernization Rules became mandatory for U.S. reporting companies beginning with the first fiscal year commencing on or after January 1, 2021. Investors are specifically cautioned that there are also significant differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report as "proven mineral reserves", "probable mineral reserves", "measured mineral resources", "indicated mineral resources" and "inferred mineral resources" or other measures under NI 43-101 would be the same had the Company prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules. For the above reasons, information contained in this presentation containing descriptions of our mineral reserve and mineral resource estimates is not comparable to similar information made public by U.S. companies subject to reporting and disclosure requirements of the SEC under the SEC Modernization Rules.

3

Disclaimer

Highgold Mining Inc. published this content on 02 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 November 2022 23:01:57 UTC.


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Financials (USD)
Sales 2021 - - -
Net income 2021 -2,02 M -1,51 M -1,51 M
Net cash 2021 23,2 M 17,3 M 17,3 M
P/E ratio 2021 -38,6x
Yield 2021 -
Capitalization 48,4 M 36,2 M 36,2 M
EV / Sales 2020 -
EV / Sales 2021 -
Nbr of Employees -
Free-Float 98,6%
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Mean consensus OUTPERFORM
Number of Analysts 2
Last Close Price 0,66 CAD
Average target price 2,50 CAD
Spread / Average Target 279%
Managers and Directors
Darwin Green President, Chief Executive Officer & Director
Aris P. A. Morfopoulos Chief Financial Officer & Secretary
Anne Labelle Independent Director
Michael Cinnamond Independent Director
Lance Miller Independent Director
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