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Magna Mining Closes First Tranche of Non-Brokered Private Placement

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Toronto, Ontario--(Newsfile Corp. - October 28, 2021) - Magna Mining Inc. (TSXV: NICU) ("Magna" or the "Company") is pleased to announce that it has closed an initial tranche of its previously announced non-brokered private placement (the "Offering"), pursuant to which the Company sold an aggregate of 5,888,900 flow-through common shares at a price of $0.45 per share, for aggregate gross proceeds of approximately $2,650,000. The Company intends to complete a further tranche of the Offering in November.

The gross proceeds of the Offering will be used to fund advancement of Magna's exploration activities at its mineral projects located in the Sudbury region of Ontario, through the incurrence of expenses that are eligible "Canadian Exploration Expenses" which will also qualify as "flow-through mining expenditures" within the meaning of subsection 127(9) of the Income Tax Act (Canada) and, for subscribers resident in Ontario, will be eligible for the 5% Ontario Focused Flow-Through Share Tax Credit pursuant to the Ontario Taxation Act.

As part of a follow-on transaction, Dundee Resources Limited, a wholly-owned subsidiary of Dundee Corporation ("Dundee"), acquired 5,888,900 common shares of the Company on a private placement basis following the completion of the initial tranche of the Offering. Following the closing of the initial tranche, Dundee holds, directly or indirectly, 13,482,650 common shares and 3,371,875 warrants to purchase common shares of the Company, representing approximately 19.17% of the issued and outstanding common shares on an undiluted basis, and approximately 22.87% of the issued and outstanding common shares on a partially-diluted basis. Pursuant to the terms of the warrants held by Dundee, Dundee may not exercise any portion of the warrants to the extent that, after giving effect to such exercise, Dundee would beneficially own in excess of 19.99% of the common shares outstanding immediately after giving effect to such exercise.

Dundee Goodman Merchant Partners ("DGMP"), an affiliate of Dundee, acted as a finder in connection with the initial tranche of the Offering. In consideration for acting as a finder in connection with the initial tranche, the Company intends to issue 198,750 common shares to DGMP at a deemed price of $0.40 per share, subject to the approval of the TSX Venture Exchange. The Company may pay additional finder's fees (in the form of cash or securities) to certain arm's-length persons in connection with subsequent tranches of the Offering.

Magna has engaged Canaccord Genuity Corp. ("Canaccord") to act as its financial advisor for the Offering. In consideration for certain advisory services provided by Canaccord in connection with the Offering, the Company issued 223,750 common shares to Canaccord at a deemed price of $0.40 per share.

The securities issued in connection with the closing of the initial tranche of the Offering are subject to a hold period under applicable Canadian securities laws which will expire on February 27, 2022. The Offering is subject to the final acceptance of the TSX Venture Exchange.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Magna Mining Inc.

Magna is an exploration and development company focused on sulphide nickel, copper and PGM projects in the Sudbury region of Ontario, Canada. The Company's flagship asset is the past producing Shakespeare Mine, which has major permits for the construction of a 4,500 tonne per day open pit mine, processing plant and tailings storage facility and is surrounded by a contiguous 180km2 prospective land package.

For further information, please refer to the Company's SEDAR filings at www.sedar.com or visit the Company's website at www.magnamining.com or contact:

Jason Jessup, Chief Executive Officer
or
Paul Fowler, CFA, Senior Vice President

Telephone: 416 356 8165
Email: info@magnamining.com

Cautionary Note Regarding Forward-Looking Statements

This press release contains certain information that may constitute "forward-looking information" under applicable Canadian securities legislation. Forward looking information includes, but is not limited to, the terms of the Offering, the use of proceeds of the Offering, the timing and ability of the Company to close the Offering, the timing and ability of the Company to receive necessary regulatory approvals, and the plans, operations and prospects of the Company. Forward-looking information is necessarily based upon a number of assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Factors that could affect the outcome include, among others: future prices and the supply of metals, the future demand for metals, the results of drilling, inability to raise the money necessary to incur the expenditures required to retain and advance the Company's properties, environmental liabilities (known and unknown), general business, economic, competitive, political and social uncertainties, results of exploration programs, risks of the mining industry, delays in obtaining governmental approvals, and failure to obtain regulatory or shareholder approvals. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward looking information contained in this press release is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

NOT FOR DISTRIBUTION IN THE U.S. OR DISSEMINATION THROUGH U.S. NEWSWIRE SERVICES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/101114

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