Dynasty Announces Closing of Oversubscribed Private Placement

VANCOUVER, British Columbia, July 17, 2017 (GLOBE NEWSWIRE) -- Dynasty Metals & Mining Inc. ("Dynasty" or the "Company") (TSX-V:DMM) (OTCQX:DMMIF) is pleased to announce that it has closed the second tranche (the "Second Tranche") of its previously announced non-brokered private placement of units (the "Private Placement").

For the Second Tranche, the Company issued 3,285,666 units (each, a "Unit") at a price of $0.30 per Unit for aggregate gross proceeds of $985,700. As the financing was oversubscribed, the Company issued, together with the first tranche that closed on June 30, 2017, a total of 9,220,672 units pursuant to the Private Placement for aggregate gross proceeds of $2,766,202.

Each Unit is comprised of one common share of the Company (each, a "Common Share") and one half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each Warrant entitles the holder to purchase one Common Share at a price of $0.45 for a period of two (2) years following the date of issuance, subject to acceleration in the event that the closing price of the Common Shares is $0.60 or higher over a period of ten (10) consecutive trading days. The securities issued pursuant to the Second Tranche are subject to a four month hold period that expires on November 15, 2017.

The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes.

In connection with the Second Tranche, the Company paid cash finders’ fees totaling $72,432 to certain individuals and Canaccord Genuity Corp.

Mr. Gregg Sedun, Lead Director of the Company, acquired 91,666 Units pursuant to the Second Tranche.

Mr. Javier Reyes, a Director of the Company, acquired 68,334 Units pursuant to the Second Tranche.

The transaction constituted a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions ("MI 61-101") as insiders of the Company subscribed for securities of the Company for an aggregate of $48,000. The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Second Tranche by insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Second Tranche, as the details of the participation by related parties of the Company were not settled until shortly prior to the closing of the Second Tranche.

The Private Placement has been conditionally approved by the TSX Venture Exchange but remains subject to final exchange approval.

About Dynasty

Dynasty Metals & Mining Inc. (TSX-V:DMM) (OTCQX:DMMIF) is a Canadian based mining company involved in the mining, exploration and development of mineral properties in Ecuador. The Company is currently focused on gold production at its wholly-owned Dynasty Goldfield project and continued development at its Zaruma mine. Mineral is treated at the Company’s wholly-owned treatment plant close to the Zaruma mine operations. The Company also owns other significant gold exploration projects including the Jerusalem Project (located 30 kilometres south of the Fruta del Norte project), the Copper Duke area and the Linderos area in southern Ecuador.

For further information please visit the Company's website at www.dynastymining.com or please contact:

Keith Piggott, CEO
Suite 1201 – 1166 Alberni Street
Vancouver, B.C. V6E 3Z3
Phone: +1 (604) 345-4822
Email: info@dynastymining.com

Forward-Looking Information

This news release contains statements which are, or may be deemed to be, “forward-looking information” which are prospective in nature. Such information in this news release includes statements relating to the closing of the Private Placement and the use of the net proceeds of the Private Placement. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause Dynasty’s actual results, revenues, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Important risks that could cause Dynasty’s actual results, revenues, performance or achievements to differ materially from Dynasty’s expectations include, among other things, that the Company may, in certain circumstances, determine in good faith to utilize the proceeds of the Private Placement for other business purposes, and risks found in Dynasty’s Annual Information Form for the year ended December 31, 2016, which is available on SEDAR at www.sedar.com. Other than in accordance with regulatory obligations, Dynasty is not under any obligation and Dynasty expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.