Vancouver, BC / November 6, 2019 / Manado Gold Corp. (“Manado”) (TSX-V: MDO) reports that on September 26, 2019 Manado received conditional approval from the TSX-Venture Exchange for a Plan of Arrangement (the “Arrangement”), and on September 26, 2019, received an Interim Order from the Supreme Court of British Columbia. Manado has mailed its management information circular (the “Information Circular”) in connection with its special meeting which has been set for November 29, 2019, at which the shareholders of Manado will consider the previously announced plan of arrangement (the “Arrangement”). The Arrangement is subject to Manado shareholder approval by resolution approved by not less than 66 2/3% of votes cast by shareholders at the special meeting. Please see the Company’s news releases of January 24, 2019 and July 18, 2019 for further information. Pursuant to the Arrangement, a wholly owned subsidiary of Manado will acquire a 100% interest in InsuraGuest, Inc. a Utah based software as a service company (“InsuraGuest”). The transaction will constitute a change of business for Manado with Manado transitioning from the Mining Sector to the Technology Sector. The Information Circular may be viewed on www.SEDAR.com under Manado’s profile.

Completion of the Arrangement is subject to a number of conditions:

  1. Manado completing a one (1) for (2) share consolidation (rollback);
  2. Manado completing a private placement of 10,000,000 units at $0.20 per unit (the “Units”). Each Unit consisting of one (1) post consolidated common share and one half (1/2) of one (1) warrant to purchase an additional post consolidated common share at a price of $0.35 per share, for a period of eighteen (18) months from closing;
  3. Shareholder approvals by both companies;
  4. Regulatory approvals, including TSX Venture Exchange approval;
  5. Manado obtaining a fairness opinion; and
  6. Supreme Court of British Columbia granting a final order approving the arrangement.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Manado Gold Corp. should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of this proposed transaction and has neither approved nor disapproved the contents of this news release.

Manado Gold Corp.
Logan Anderson
President

For further information, please contact:
Logan Anderson
Phone: (604) 685-4745
Email: manadogold@outlook.com
or
Investor Relations
Dave Ryan
Email: manadogold@outlook.com

Forward-Looking Statements Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management’s current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. Manado cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, many of which are beyond Manado’s control, including among others: that Manado will complete a private placement; that Manado will obtain all necessary court, shareholder and regulatory approvals for the arrangement; that Manado will be able to complete the arrangement as expected. Investors should be cautioned that all forward-looking statements are inherently subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements, including, without limitation: that Manado may not complete its private placement; that Manado may be unable to obtain all necessary court, shareholder and regulatory approvals for the arrangement as and when expected or at all; that the arrangement may not be completed as expected or at all. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, Manado undertakes no obligation to publicly update or revise forward-looking information.

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.