The Private Placement is being offered to both accredited investors and existing shareholders of Candente Gold who, as of the close of business on January 9, 2015, held common shares of the Company pursuant to the prospectus exemption set out in British Columbia Instrument 45-534 and in similar instruments in other provinces of Canada. If aggregate subscriptions for Shares under Private Placement exceed the maximum number of Shares to be sold, Candente Gold may increase the size of the Private Placement or subscriptions will otherwise be accepted on a "first-come, first-served" basis.