Sphinx Resources

Sphinx announces non-brokered private placements

Montréal, May 29, 2020 – Sphinx Resources Ltd. (“Sphinx” or the “Corporation”)
(TSX-V: SFX) announces that it is undertaking non-brokered private placements of units
and flow-through units (collectively the “Offering”), for a maximum of $400,000, subject
to the TSX-V approval.

Pursuant to the placement of units, Sphinx is offering a maximum of 6,666,666 units at
a price of $0.03 per unit, for a maximum of $200,000. Each unit consists of one
common share and one common share purchase warrant (a “Warrant”). Each Warrant
entitles the holder to acquire one common share at a price of $0.05 per common share
for a period of 3 years after the closing.

Pursuant to the placement of flow through units, Sphinx is offering a maximum of
4,000,000 flow-through units at a price of $0.05 per flow-through unit, for a maximum of
$200,000. Each flow-through unit consists of flow-through one common share and one
half Warrant. Each whole Warrant entitles the holder to acquire one common share at a
price of $0.07 per common share for a period of 3 years after the closing.
The Offering is open to all existing shareholders of Sphinx in accordance with
“Regulation 45-513 Respecting Prospectus Exemption for Distribution to Existing
Security Holders” and other various corresponding blanket orders and rules of other
Canadian jurisdictions that have adopted a similar exemption (collectively the " Holders’
Exemption"), and also to accredited investors and family, friends and business
associates.

The Corporation may close the Offering in several tranches, the first of which it intends
to close around June 10, 2020.

The net proceeds of the offering will be used to fund the Corporation’s exploration
projects, acquisition of new projects and for general working capital purposes.

The common shares and Warrants issued under the Offering will be subject to a hold
period of 4 months and 1 day following the closing.

The Company has set May 28, 2020 as the record date (the "Record Date") for the
purpose of determining existing shareholders of Sphinx entitled to participate in the
Offering pursuant to the Holders’ Exemption. Any shareholder purchasing under the
Holders’ Exemption will have to represent in writing that he held common shares of the
Company as of the Record Date and continues to hold them. Also, the aggregate
acquisition cost to a subscriber under the Holders’ Exemption cannot exceed $15,000,
unless that subscriber has obtained advice regarding the suitability of the Offering and,
if the subscriber is resident in a jurisdiction of Canada, such advice is obtained from a
person that is registered as an investment dealer in the subscriber's jurisdiction.

About Sphinx

Sphinx is a mineral exploration company that focuses its activities in southwestern
Quebec in search of deposits of precious metals (palladium, platinum, gold and silver)
and base metals (zinc, copper, lead). Sphinx is particularly active in the MRC Pontiac
where its President and Chief Executive Officer resides. It has a strong local
shareholding that contributes towards social acceptability.

For further information, please consult Sphinx’s website or contact:

Jeremie Ryan
President and Chief Executive Officer
819.664.2632
info@sphinxresources.ca
www.sphinxresources.ca

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.

This press release may contain forward-looking statements that are subject to known and unknown risks and uncertainties that could cause actual results and activities to vary materially from targeted results and planning. Such risks and uncertainties include those described in Sphinx’s periodic reports including the annual report or in the filings made by Sphinx from time to time with securities regulatory authorities.

All forward-looking statements in this press release are made as of the date of this press release. Sphinx does not undertake to update any such forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.