Legal

This legal notice is an agreement between MAGNA GOLD CORP. (“Magna”) and the reader (herein referred to as “you” or “the reader”) governing the reader´s us of Magna´s website located at www.magnagoldcorp.com. References to Magna include all its subsidiaries, affiliates and related companies. The effective date of this agreement is when you accept or are deemed to accept this agreement in accordance with the procedure set out in this agreement.

Important! Please note that the reader´s access to this website is subject to the legally binding terms and conditions of this agreement. Carefully read all the following terms and conditions before proceeding. Accessing or using this website is the equivalent of the reader´s signature and indicates the reader´s acceptance on this terms and conditions and that you intend to be legally bound by them. If you do not agree with this terms and conditions do not use or access this website and leave the website immediately.

We reserve the right to update or modify these terms and conditions at any time without prior notice to you. We encourage you to review this terms and conditions whenever you use the website.

The reader´s continued use of the website following Magna´s posting of any changes will constitute the reader´s acceptance of such changes or modifications. If you do not agree to any changes to these terms and conditions, do not continue to use the website.

The content of this website is provided to you for information purposes only. The information on this website is not a comprehensive review of all matters relating to Magna, and Magna does not assume responsibility for the accuracy, completeness or currency of the information at any point in time.  Investor relations information posted on this website, including press releases and any archived audio webcasts contained on the website, are for historical purposes only and while information contained within the postings was believed to be accurate at the time of issue or posting, Magna will not and specifically disclaims any duty to update this information.  Magna may change the information on its website at any time without notice.

The information provided on this website is not an offer to sell or a solicitation to buy securities in any jurisdiction, nor is it intended to supplement or replace the required disclosures of Magna. No securities commission or other regulatory authority in Canada or any other country or jurisdiction has in any way passed upon the information contained on this website and no representation or warranty is made by Magna to that effect. The information on this website is not intended to modify, qualify, supplement or amend information disclosed under corporate and securities legislation of any jurisdiction applicable to Magna and should not be used for the purpose of making investment decisions concerning securities of Magna. Magna´s public disclosure documents may be found at www.sedar.com.

INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

Certain names, graphics, logos, icons, designs, words, titles or phrases on this website may constitute trade names or trademarks of Magna. The display of any trademark does not imply that a license of any kind to use the trademark has been granted. All information found in the pages of this website is protected under the copyright laws of Canada and in other countries.

Unless otherwise specified, no user is permitted to copy, redistribute, reproduce or republish, in any form, any information found in the pages of this website. Any user who, without authorization, re-transmits, copies or modifies any trademarks may violate federal or common law trademark and/or copyright law, and may be subject to legal action.

This website is owned, operated by and is the property of Magna. The reader´s use of and access to this website indicates that you acknowledge and agree that any and all information, content, reports, data, databases, graphics, interfaces, web pages, text, files, software, product names, company names, trademarks, logos and trade names contained on this website (collectively the “Content”), including the manner in which the Content is presented or appears and all information relating thereto, are the property of their respective owners as indicated, Magna or its licensors, as the case may be. Any unauthorized use or any reproduction, modification or distribution of the Content is strictly prohibited. Nothing in this agreement or the reader´s use of this website grants you in any rights in or to intellectual property or proprietary rights of Magna or any third party.

Magna hereby grants to you a personal, non-transferable and non-exclusive license to access, read and download one copy of the Content for the reader´s personal use only. You are not otherwise authorized to reproduce, copy, quote from or distribute any portions of this website, or any Content contained in this website, without the prior written approval of Magna.

In its sole discretion, in addition to any other rights or remedies available to and without any liability whatsoever, Magna may at any time and without notice may terminate or restrict the reader´s access to any component of the website.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This website contains “forward-looking statements” and “forward-looking information” within the meaning of applicable securities legislation, concerning the business, operations and financial performance and conditions of Magna. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may constitute forward-looking statements. Often, but not always, forward-looking statements and forward-looking information can be identified by words such as “pro forma”, “plans”, “expects”, “may”, “should”, “could”, “will”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, or variations including negative variations thereof of such words and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved.

Forward-looking statements contained in this website include statements with respect to:

• Expectations regarding the potential mineralization and geological merits of Magna´s projects,
• Magna´s goals regarding exploration of projects and regarding raising capital and conducting further exploration and development of its projects;
• Magna´s proposed plan for advancing its projects, including drilling and other exploration work;
• Expectation regarding the continuity of mineral deposits, including in relation to adjacent or other properties (including producing or past producing properties) that are in the vicinity or same regions as Magna´s projects;
• Expectations regarding any environmental issues that may affect planned or future exploration programs;
• Mineral exploitation and exploration program cost estimates;
• Statements with respect to the future price of gold, silver, copper, and other metals;
• Timing and completion of geological studies and reports;
• Government regulation of mineral exploration and development operations in Mexico; and
• Estimates of mineral resources and mineral reserves may also constitute forward-looking statements and information in that they represent estimates of mineralization that may be encountered if mining is commenced, and/or potential economic viability of such mineralization.

Forward-looking statements and forward-looking information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Magna to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements or forward-looking information, including but not limited to:

1. Magna´s expectations in connection with the projects, exploration programs and development plans discussed herein being met,
2. The impact of general business and economic conditions, global liquidity and credit availability on the timing of cash flows and the values of assets and liabilities based on projected future conditions fluctuating metal prices and currency exchange rates,
3. The viability and development of projects on a basis consistent with Magna´s current expectations,
4. Changes in project parameters as plans continue to be refined,
5. The possibility of project cost overruns or unanticipated costs and expenses,
6. Higher prices for fuel, steel, power, labour and other consumables contributing to higher costs,
7. General risks of the mining industry,
8. Failure of plant, equipment or processes to operate as anticipated,
9. Unanticipated results of future studies,
10. Costs and timing of the development of new deposits,
11. Success of exploration and drilling activities,
12. Risks and uncertainties relating to the interpretation of drill results and other exploration data, and the geology, grade and continuity of mineral deposits,
13. The possibility that future exploration results will not be consistent with Magna´s expectations,
14. Risks related to metallurgical characteristics of mineralization contained within Magna´s properties which may not be fully determined,
15. Potential delays in completion of geological reports (including preliminary economic assessments, pre-feasibility and feasibility studies), or that the contents of geological reports will not be consistent with Magna´s expectations,
16. Permitting timelines,
17. Unanticipated environmental risks,
18. The continued employment of key employees,
19. Failure to raise adequate capital to meet obligations,
20. Insurance and tax risks, and
21. General risk and uncertainties related to Magna´s prospects, properties and business strategy. Additional factors are discussed in Magna´s public disclosure record under Magna´s profile on the SEDAR website at www.sedar.com. Although Magna has attempted to identify important factors that could cause actual actions, events or results may differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.

These forward-looking statements are based on certain assumptions which Magna believes are reasonable, including that:

• Current gold, silver, copper and other commodity prices will be sustained, or will improve, and global market conditions will stabilize;
• Additional financing required by Magna will be available on reasonable terms;
• All necessary government and third-party permits, approvals, and licenses necessary for the planned exploration and development of Magna´s mineral projects will be obtained in a timely manner and on terms acceptable to Magna;
• Magna will not experience any material accident, labour dispute or failure of plant or equipment or other material disruption in Magna´s planned exploration programs;
• Exploration equipment and personnel will continue to be available on reasonable terms;
• Key management and directors will continue to be retained by Magna; and
• Any proposed future development of Magna´s mineral projects will be viable operationally and economically and proceed as expected.

There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Additional risks and uncertainties not currently known to Magna, or that Magna currently deems to be immaterial, may also materially and adversely affect Magna´s business and prospects. Should one or more of this risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements.

Accordingly, readers should not place undue reliance on forward-looking statements. Magna undertakes no obligation to update any of the forward-looking statements or forward-looking information on this website, other than as may be required by applicable laws.

DISCLOSURE OF MINERAL RESERVES AND MINERAL RESOURCES

Information concerning the properties and operations of Magna has been prepared in accordance with Canadian standards under applicable Canadian securities law. National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) of the Canadian Securities Administrators requires that each category of mineral reserves and mineral resources be reported separately. You should refer to Magna´s continuous disclosure documents available at www.sedar.com for this detailed information, which is subject to the qualifications and notes set forth therein.

LIMITATIONS OF LIABLITY

Under no circumstances shall Magna, or any of its affiliates, officers, employees, consultants or contributors, be liable for any damages of any kind, including without limitation, direct or indirect, incidental, special, or consequential damages, losses or expenses arising out of or in any way connected with the use of, or inability to use, the website. This limitation applies even if Magna, or any affiliates, officers, employees, consultants, or contributors have been advised of the possibility of such damages, losses or expenses.

THIRD PARTY LINKS

This website may contain links to third party websites that are not owned or controlled by Magna. Magna has no control over, and assumes no responsibility for, the information, data, opinions, advice, statements, content, privacy policies, or practices of any third-party websites. The inclusion of a link to a third-party website does not imply endorsement of the website by Magna, and Magna disclaims all liability with respect to third-party websites. Nothing in this Legal Notice grants to you any rights or authorization with respect to third-party websites.

Accordingly, the reader should be aware that in linking to these outside websites, the reader is leaving Magna´s website and that Magna is not responsible for the content of any other site.

VIRUS PROTECTION

Magna does not represent or warrant that the use of this website, including the browsing and downloading of any content, will be free of viruses or other destructive or disruptive components and disclaims any liability for loss or damage caused by any virus or other destructive or disruptive component downloaded from this website. You are cautioned to install and use appropriate anti-virus or other protective software.

STOCK QUOTES AND METAL PRICING

Data is provided for information purposes only and is not intended for trading purposes. Magna shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon. Stock and metal price quotes are delayed.

PRIVACY STATEMENT

Magna´s website does not collect any personal information about visitors to this website other than that which is specifically and knowingly provided by you. That personal information will not be transferred to any third-party unless:

1. otherwise stated at the time of collection,
2. required by law, or
3. in connection with any merger, amalgamation, plan of arrangement, sale of a significant portion of Magna´s assets or other similar corporate transaction of Magna. Magna does collect and maintain statistics relating to the number of visits to the website, the types of browsers used and the Internet Protocol Address of the originator. This information is used only for internal purposes.

GOVERNING LAW

This agreement shall be governed by the laws of the Province of Ontario and any applicable federal laws of Canada. The courts of the Province of Ontario shall have exclusive jurisdiction over any dispute arising out of your use of this website.

LEGAL NOTICE CHANGES

We may revise this legal notice from time to time. We encourage you to review this legal notice frequently to obtain the current version.

This legal notice is effective as of May 1^st, 2021.