OTGO O2Gold Inc

O2Gold Inc. (TSX-V: OTGO) (“O2Gold” or the “Company”) is pleased to announce the results of its annual and special meeting of shareholders (“AGM”) held on Thursday, July 28, 2022 in Toronto, Canada.

AGM Results

The nominees listed in the management information circular dated June 27, 2022 (the “Circular”), which was mailed to O2Gold shareholders of record as of June 27, 2022, were elected to the board of directors of the Company to hold office until the next annual meeting of shareholders or until their successors are duly appointed or elected.

Nominee	Percentage of Votes For	Percentage of Votes Withheld
Jamie Lalinde	77.65%	22.35%
Algimantas Didziulis	75.10%	24.90%
Neil Said	94.52%	5.48%
Kam Gill	90.76%	9.24%
Christopher Younger	90.76%	9.24%

A total of 35,939,359 common shares were voted at the AGM, representing approximately 26.74% of the issued and outstanding common shares of the Company.

In addition, O2Gold shareholders received the audited consolidated financial statements of the Company for the year ended December 31, 2021 and approved all of the other resolutions detailed in the Circular and put forward at the AGM, namely:

• Re-appointing McGovern Hurley LLP as auditor of the Company for the ensuing year and authorizing the directors to fix the auditor’s remuneration;
• Re-approving the Company’s stock option plan for the ensuing year, reserving for grant options to acquire up to a maximum of 10% of the issued and outstanding O2Gold common shares calculated at the time of each stock option grant;
• Approving a consolidation of the Company’s common shares on the basis of up to 10 to 1; and
• Approving the Settlement and the return of the Project to Bullet and Magnolia (as such terms are defined below).

The Circular is available under O2Gold’s profile on SEDAR at www.sedar.com.

Settlement and Return of Machuca Project

In addition, the Company completed its previously announced settlement (the “Settlement”) with, among others, one of its largest shareholders, Bullet Holding Corp. (“Bullet”), and Magnolia Capital LLC (“Magnolia”), pursuant to which O2Gold has returned all of the issued and outstanding shares of Buenaventura Gold, Inc., a Panamanian company (“Buenaventura”), to Bullet and Magnolia. Buenaventura indirectly owns, or has been irrevocably transferred, 26 mining claim titles and applications in the Segovia/Zaragoza regions of Antioquia in Colombia (the “Project”). The Project was returned as consideration for (among other things) Bullet and Magnolia relinquishing their entitlements to a US$2.5 million payment that would otherwise have been payable later this year.

The Settlement and the return of the Project to Bullet and Magnolia, representing a disposition of substantially all of the Company’s assets, were approved by the affirmative votes of (i) 89.73% of the votes cast by holders of common shares represented at the AGM, and (ii) 88.26% of the votes cast by holders of common shares at the AGM (excluding shareholders whose votes were required to be excluded, being Bullet, Magnolia, and Jaime Lalinde, pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”)). The Settlement is exempt from the formal valuation requirement set out in MI 61-101 pursuant to section 4.4(a) of MI 61-101.

The Settlement remains subject to final approval of the TSX Venture Exchange. For more information about the Settlement, please see the Company’s press releases dated June 14, 2022 and July 14, 2022, which are also available under the Company’s SEDAR profile at www.sedar.com, as well as the Circular.

About O2Gold

O2Gold is a mineral exploration company with activities in Colombia.

For additional information, please contact:

Jaime Lalinde, President and CEOPhone: (57) 312 350 5864Email: jlalinde@fmresources.ca

Cautionary Notes

Certain of the information contained in this news release constitutes ‘forward-looking statements’ within the meaning of securities laws. Such forward-looking statements, including but not limited to statements with respect to the election and appointment of directors and the Settlement, involve risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements. Such factors include, among others, obtaining regulatory approvals. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.

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.