TORONTO - Magna Gold Corp. (TSXV: MGR) (OTCQB: MGLQF) ('Magna' or the 'Company') announces that, further to its news release dated March 18, 2022, the Company has issued an aggregate of 1,660,132 common shares in the capital of the Company at a deemed price of $0.76 per Common Share to PEAL de Mexico S.A. de C.V. in settlement of outstanding debt in the aggregate amount of US$1,000,000 (the 'Debt Settlement').

The Debt Settlement was completed pursuant to an amending agreement dated February 22, 2022 between Molimentales del Noroeste S.A. de C.V. ('Molimentales'), a subsidiary of the Company, and PEAL which amended the terms of a settlement agreement dated June 30, 2020 between Molimentales and PEAL (the 'Settlement Agreement') to settle US$1,000,000 of the outstanding amount owing by the Company under the Settlement Agreement in exchange for the issuance of Common Shares, thereby reducing the amount owing from US$4,054,351 to US$3,054,351.

The issuance of the Common Shares to PEAL pursuant to the Debt Settlement constitutes a 'related party transaction' for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ('MI 61-101').

The Common Shares issued pursuant to the Debt Settlement are subject to a four month hold period under Canadian securities laws which will expire on August 20, 2022.

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