Tarachi Gold Corp. (CSE: TRG) (OTCQB: TRGGF) (Frankfurt: 4RZ) is pleased to announce that, further to its news release dated January 26, 2023, it has signed a definitive agreement dated May 2, 2023 with Compañia Minera de Atocha S.A. de C.V. for the sale of the Company’s Magistral Project in Mexico.

Pursuant to the Agreement, Tarachi expects to receive cash payments totaling US$5,700,000 (approximately C$7.6 million) from Atocha as follows:

• US$2,550,000 will be paid directly from Atocha to Tarachi on or before closing.
• US$500,000 of the US$1,000,000 currently held in a Canadian escrow account will be released to Tarachi on or before closing.
• The remaining US$500,000 in the escrow account will be released to Tarachi when Atocha concludes negotiations with the Ejido Magistral, or after 12 months, whichever occurs first.
• US$500,000 will be paid to Tarachi six months from closing, less any contingency costs, if any, that arise after closing that were incurred by Tarachi but not identified during due diligence.
• US$500,000 will be paid to Tarachi when 50% of the tailings located on the Magistral Project have been mined, sold and/or processed or after the first complete calendar year of operation at the Magistral Project, whichever occurs first.
• US$500,000 will be paid to Tarachi when 100% of the Magistral Tailings have been mined, sold and/or processed or after the second complete calendar year of operation at the Magistral Project, whichever occurs first.
• The amount of value-added tax currently owing as that tax benefit is realized by Atocha during operations and product sales from the Magistral Project will be paid to Tarachi, estimated to total approximately US$650,000. Tarachi anticipates the tax benefit will be realized by Atocha and paid to Tarachi within the first year of commercial operations at the Magistral Project.

The schedule of payments, but not the total sum, differs slightly from the letter agreement announced by Tarachi on January 26, 2023.

In connection with the execution of the Agreement, Tarachi has also agreed with Manto Resources S.A. de C.V. to settle all outstanding obligations owed to Manto relating to the Magistral Project in exchange for 15% of all payments Tarachi receives from Atocha.

The Company and Atocha expect to close the transaction on or before May 17^th, 2023.

The Company would also like to announce that Todd Roth has stepped down from his role as VP Operations to pursue other opportunities. The Company would like to thank Mr.Roth for his efforts in helping Tarachi develop the Magistral project over the past year.

About Tarachi Gold Corp.

Tarachi is a Canadian-listed junior gold exploration company focused on exploring and developing projects in Mexico.