Lodgment of Replacement Prospectus

Perth, Western Australia July 9, 2021 – Besra Gold Inc. (“Besra” or the “Company“), announces that it has lodged with the Australian Securities and Investments Commission (“ASIC”) its Replacement Prospectus to raise between A$10 million and A$12.5 million by the issue of between 50,000,000 and 62,500,000 Chess Depository Interests (“CDIs”) (each CDI will represent one common share in Besra) by Besra at A$0.20 per CDI (“Offer”).
This follows the request by ASIC during the statutory disclosure period to make minor amendments of the original Prospectus which was originally lodged with ASIC on 23 April 2021. Lodgment of this Replacement Prospectus will not require further exposure period.
Application had already been separately made to the Australian Securities Exchange (“ASX”) to list the CDIs, and it is expected that this process will now continue in the normal course following lodgement of the Replacement Prospectus.
Funds raised pursuant to the Offer will be used primarily to significantly advance drilling and development plans at the Company’s Bau gold project in East. Malaysia. The Offer is being arranged by Canaccord Genuity (Australia) Limited. Potential applications to the Offer should carefully consider the Replacement Prospectus before deciding whether to apply for CDIs. Applicants will need to complete the application form contained, or accompanying, the Replacement Prospectus.
Both the original Prospectus and the Replacement Prospectus are not to be construed as an offering in Canada. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation or sale would be unlawful.

Adjournment of Noteholder Meeting

Besra also announces that the special meeting (“Meeting”) of holders of 3% unsecured convertible redeemable notes (“Notes”) of the Company to be held at 4pm ET on 5 July 2021 was, due to Covid-related mail delays, adjourned by the Chair in accordance with the terms of the Notes until 4 pm ET on Tuesday 3 August 2021.
The purpose of the Meeting is to present a Noteholder Second Extension Resolution regarding approval of extending the deadlines for completing a reorganization of the Company and recognized stock exchange listing and maturity date of the Notes and amendment to the terms of the Notes, as more particularly described in the Management Information Circular dated May 13, 2021, filed on SEDAR.
The Company will hold the adjourned Meeting in a virtual only format via live webcast online. Details regarding participation at the Meeting are set out in the Management Information Circular.
Online and telephone voting has now been reopened for registered noteholders.

How to Vote:

ahead of time, to be lodged prior to 10:00 a.m. (Toronto time) on 3 August, 2021
o direct online at www.investorvote.com (enter the 15-digit control number provided on your
form of proxy to vote) or
o by phone via the online proxy (call 1-866-732-8683 toll-free in North America and enter the 15-digit control number printed on their form of proxy. Follow the interactive
voice recording instructions to vote), or
o a pdf scan of a new proxy dated after their old proxy sent to the Company.
vote at the virtual meeting on 3 August, 2021, at 4:00 p.m. (Toronto time).

Registered Noteholders have been sent a form of proxy containing a 15-digit control number, which will be required to vote online at the virtual Meeting, by internet, or by telephone. Any Registered Noteholder who wishes to vote and has not received their form of proxy should contact the Company.

For further information:

John Seton, Executive Director, john@besra.com
or James Hamilton, Investor Relations, jim@besra.com.

Besra: www.besra.com

James W. Hamilton
Investor Relations
Services Phone: +1-416-471-4494
Email: jim@besra.com