Antler Gold Provides Update on the Erongo Gold Project Option Agreement

Antler Gold Provides Update on the Erongo Gold Project Option Agreement

Antler Gold Inc. (TSXV: ANTL) ("Antler" or the "Company") is pleased to provide an update on the expected execution date of the previously announced option agreement with Fortress Asset Management LLC ("Fortress") regarding the Erongo Central Gold Project (the "Project") in Namibia.

As announced on May 23 and 24, 2024, the Company's subsidiary, Antler Gold Namibia (Proprietary) Limited entered into a binding letter of intent dated May 23, 2024 with Fortress (the "LOI"), which allows Fortress to acquire up to a 100% interest in the Project for total consideration of US$5.5 million and incurring US$6.0 million in exploration expenditures, with Antler retaining a 2% net smelter return royalty and acting as the operator for the Project during the three option periods (the "Transaction").

The LOI contemplates that the parties will enter into a definitive option agreement within 45 business days of the execution of the LOI, namely by July 24, 2024. By mutual agreement of the parties, the date for the signing of the definitive option agreement has now been extended to September 16, 2024.

Antler has secured shareholder approval of the Transaction contemplated by the LOI at its Annual and Special Meeting held on July 15, 2024 and is currently working closely with Fortress to finalize the definitive option agreement.

For a more detailed description of the agreement, please refer to the following press releases:

  • May 23, 2024: "Antler Gold Announces Option Agreement for the Erongo Gold Project in Namibia"
  • May 24, 2024: "Antler Gold Announces Option Agreement for the Erongo Gold Project in Namibia is Subject to TSX-V and Shareholder Approval"

About Antler Gold Inc.

Antler Gold Inc. is a Canadian listed mineral exploration company focused on the acquisition and exploration of mineral projects in Africa's Top-Ranked Jurisdictions, with exposure to both gold and Rare Earth Elements. The Company continues to assess new regional opportunities with the aim of building a risk diversified business model, which allows the company to generate short and long- term income whilst providing stakeholders with exposure to potential multiple returns that are generated from the discovery process.

Cautionary Statements

This press release may contain forward-looking information, such as statements regarding the completion of the transaction subject to the LOI and future plans and objectives of Antler and its subsidiaries, including Antler Gold Namibia (Proprietary) Limited in relation to the Project. This information is based on current expectations and assumptions (including assumptions in connection with the continuance of the applicable company as a going concern and general economic and market conditions) that are subject to significant risks and uncertainties that are difficult to predict, including risks relating to the ability to satisfy the conditions to completion of the transaction contemplated by the LOI. Actual results may differ materially from results suggested in any forward-looking information. Antler assumes no obligation to update forward-looking information in this release, or to update the reasons why actual results could differ from those reflected in the forward-looking information unless and until required by applicable securities laws. Additional information identifying risks and uncertainties is contained in filings made by Antler with Canadian securities regulators, copies of which are available at www.sedarplus.ca.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information, please contact Chris Drysdale, CEO of Antler Gold Inc. at +264 81 220 2439 or email at chris@antlergold.com.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/220832

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Antler Gold Finalizes the Erongo Gold Project Agreement

Antler Gold Finalizes the Erongo Gold Project Agreement

Antler Gold Inc. (TSXV: ANTL) ("Antler" or the "Company") is pleased to announce that it has entered the definitive agreement (the "Definitive Agreement") with Fortress Asset Management LLC ("Fortress") for the Erongo Central Gold Project (the "Project") in Namibia.

The previously announced binding letter of intent has now been superseded by the Definitive Agreement, under which Fortress can acquire from Antler Gold Namibia (Proprietary) Limited up to a 100% interest in the Project (the "Transaction"). Under the terms of the Definitive Agreement, Fortress will provide total consideration of US$5.5 million and an additional US$6.0 million for exploration expenditures on the Project over the term of the Definitive Agreement. Additionally, Antler will retain a 2% net smelter return royalty on the entirety of the Project, with no buyback provisions. Antler will act as the operator for the Project during the term.

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Antler Gold Announces Option Agreement for the Erongo Gold Project in Namibia Is Subject to TSX-V and Shareholder Approval

Antler Gold Announces Option Agreement for the Erongo Gold Project in Namibia Is Subject to TSX-V and Shareholder Approval

Further to Antler Gold Inc.'s (TSXV: ANTL) ("Antler" or the "Company") News Release dated May 23, 2024 (the "Erongo Gold News Release"), the transaction contemplated in the Letter of Intent between the Company and Fortress Asset Management LLC, as described in the Erongo Gold News Release, is subject to TSX-V and shareholder approval.

For further details please see News Releases dated April 22, 2020, May 14, 2020, May 27, 2020, June 23, 2020, May 3, 2021, August 4, 2021 and the Erongo Gold News Release.

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Antler Gold Announces Option Agreement for the Erongo Gold Project in Namibia

Antler Gold Announces Option Agreement for the Erongo Gold Project in Namibia

Antler Gold Inc. (TSXV: ANTL) ("Antler" or the "Company") is pleased to announce that its subsidiary, Antler Gold Namibia (Pty) Ltd ("Antler Nam"), has signed a binding Letter Of Intent ("LOI") with Fortress Asset Management LLC ("Fortress" or the "Optionee"), an arms-length private company. Pursuant to the Agreement, the Optionee will be granted the right to acquire up to 100% interest in the Company's Erongo Central Gold Project (the "Project") over a three-year period for total consideration of US$ 5.5 million and incurring US$ 6.0 million of exploration expenditures and issuing Antler a 2% net smelter return ("NSR") across the entire Project.

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Antler Gold Further Consolidates Land Holdings in the Namibian 'Gold Corridor'

Antler Gold Further Consolidates Land Holdings in the Namibian 'Gold Corridor'

Antler Gold Inc. (TSXV: ANTL) ("Antler" or "Company") is pleased to announce the expansion of its land holding in Namibia. Two additional exploration licenses have been awarded to Antler by the Ministry of Mines and Energy of Namibia, pending issuance of environmental clearance, as well as the renewal of Exclusive Prospecting Licenses EPL-8010 and EPL-6408 (Erongo Central Gold Project).

Highlights

  • Two newly-awarded licenses, EPL-9134 and EPL-9135, expand the Paresis Gold Project land package to ~812 km2 (81,189 ha) within the highly prospective 'gold corridor' of Namibia (Figure 1 and Figure 2).
  • A gold project with high potential to host gold deposits similar to the Otjikoto Gold Mine (B2Gold), the Ondundu Gold deposit, as well as recent discoveries such as the Eureka Gold Project (Osino Resources) (Figure 1).
  • Additional potential on EPL-9134 for a Carlin-style gold deposit, referred to as the Victory Gold Target, an area with a large regional-scale thrust fault and numerous base metal (copper, lead and zinc) occurrences indicating a fertile mineral system (Figure 4).
  • The Erongo Gold Project, EPL-8010 and EPL-6408, bordering the Twin Hills Gold Project (Osino Resources-Yintai Gold Corp.[i]), has been granted renewal for another two years.

"We are pleased to announce the granting of new licenses, further strengthening Antler's presence in the emerging Damara Gold Province, referred to as the gold corridor of Namibia. With access to roughly 2,000 km2 in the Central and Northern Zones of the Damara Belt, Antler is strategically positioned to explore the significant potential of this region. Additionally, the renewal of EPL-8010 and EPL-6408 solidifies our Erongo Gold Project, providing contiguous land adjacent to the Twin Hills Gold Project recently acquired by Yintai Gold Corp. for C$368 million in an all-cash deali. Our commitment remains in maximizing shareholder value through strategic partnerships and ongoing exploration efforts," said Christopher Drysdale, CEO of Antler Gold Inc.

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Figure 1: Antler's land holding relative to in-country peers B2Gold Namibia (pink), Osino Resources Namibia (blue), and WIA Gold (green). Background image: ESRI Earth natural colour satellite imagery.

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Paresis Gold Project

The Paresis Gold Project is now made up of EPL-8711 (approx. 21,000 ha) and EPL-9135 (approx. 23,700 ha) situated between the towns of Otjiwarongo and Outjo, and EPL-9134 (approx. 36,400 ha) situated ~7km west of the town Outjo (Figure 2 and Figure 3). The project area is ~300 km from the capital Windhoek, in north central Namibia. Refer to News Releases dated February 5, 2024, and September 14, 2023, for more background on the Paresis Gold Project.

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Figure 2: Paresis Gold Project area comprising EPL-8711, EPL-9135 and EPL-9134 (Victory Gold Target) relative to in-country peers B2Gold Namibia (pink), Osino Resources Namibia (blue), and WIA Gold (green).

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Figure 3: Overview map of the Paresis Gold Project license EPL-8711 and new EPL-9135. Relevant geological units (250K Geology Source: Geological Survey of Namibia) overlain on ESRI Earth natural colour satellite imagery.

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Victory Gold Target

The Victory Gold Target is located within the new EPL-9134 (approx. 33,472 ha), situated 7 km west of the town Outjo, in north central Namibia, within the Northern Zone (NZ) and Northern Margin Zone (NMZ) of the Damara Orogenic Belt (Figure 2 and Figure 4). With this conceptual project, Antler is targeting Carlin-type/sediment-hosted disseminated gold in an area that has strong mineralization potential - regional-scale thrust, faults, layered and folded permeable carbonate host rocks, and existing base metal occurrences indicating hydrothermal activity.

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Figure 4: Overview map of the new Victory Gold Target on license EPL-9134. Relevant geological units (250K Geology Source: Geological Survey of Namibia) overlain on ESRI Earth natural colour satellite imagery.

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The EPL includes two of the tectonostratigraphic zones of the Damara Orogen, namely the NZ, and the NMZ, a narrow zone between the southern edge of the Northern Platform (NP) and the northern edge of the NZ (Miller, 2008)[ii] (Figure 5). The NZ comprises carbonates, schists and siliciclastics of the Swakop Group, whereas the NMZ comprises deep-water carbonates of the coeval Otavi Group, and siliciclastic rocks of the Mulden Group (Table 1), the highest stratigraphic unit of the Damara Supergroup. Two glacial horizons, i.e. the Chuos and Ghaub diamictites, subdivide the Swakop and Otavi Groups into subgroups (Table 1), providing distinct lithological and geochronological markers, but outcrops of the Chuos within the EPL are poor.

The sequences have been multiply folded and faulted (local and regional-scale) during the Pan-African Damara Orogeny during which the NZ has been thrust northwards onto Otavi, Mulden (NMZ) and pre-Damara rocks along the NE-trending, km-scale, deep-seated regional Khorixas-Gaseneirob Thrust (KGT), marking the edge of the NZ (Miller, 2008).

This deformation history provides ample structural pathways, the right plumbing for superheated gold-bearing hydrothermal fluid channelization up through the crust and into the highly-permeable carbonate host rocks where it is potentially deposited as microscopic gold within pyrite. Gold-bearing hydrothermal fluids also carry arsenic, mercury, antimony and thallium that are important pathfinder elements that will guide exploration.

Both the NZ and NMZ are host to numerous mineral deposits, including in the NZ the Otjikoto Gold Mine (B2Gold), the Ondundu and Eureka Gold Projects (Osino Resources) (Figure 1), the Okanjande Graphite deposit (Northern Graphite), the Okorusu Fluospar Mine, and in the NMZ, the Kombat and Berg Aukas polymetallic deposits, evidencing this geological environment's fertile nature.

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Figure 5: Tectonostratigraphic zones of the Damara Orogen (Miller, 2008).

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Table 1: Stratigraphy of the Victory Gold Project tenement.

SequenceGroupSubgroupFormationLithology
NamibBertramProto-Ugab terrace gravel
Karoo IntrusivesWolffsgrund Gabbro
Damara
Supergroup
Mulden
Navachab
Sandstone, greywacke, conglomerate
Swakop (NZ)KuisebSchist
KaribibMarble, limestone, schist, quartzite
Chuosdiamictite, iron-formation
UgabOrusewaSchist, phyllite
OkotjizeDolostone, schist, skarn
Otavi (NMZ)TsumebHuttenbergDolomite
ElandshoekMassive and laminated dolomite
GhaubDiamictite
AbenabAurosDolomite; minor shale and limestone
GaussMassive dolomicrite
Berg AukasDolostone
ChuosDiamictite; interbedded quartzite, schist and marble
Pre-Damara Basement - Huab Metamorphic ComplexQuartz-mica schist, quartzite, quartz-feldspar gneiss, migmatitic

 

About Antler Gold Inc.

Antler Gold Inc. (TSXV: ANTL) is a Canadian listed mineral exploration company focused on organic royalty creation in Africa's Top-Ranked Jurisdictions. The Company continues to assess new regional opportunities with the aim of building a risk diversified business model, that allows the Company to generate short and long-term income whilst providing stakeholders with exposure to potential multiple returns that are generated from the discovery process.

Qualified Person

The technical and scientific information in this presentation has been reviewed and approved by Oliver Tors, B.Sc (Hons)., Exploration Manager of the Company, who is a registered Professional Natural Scientist (Pr.Sci.Nat. No. 120660) with the South African Council for Natural Scientific Professions (SACNASP) and a Qualified Person as defined by NI 43-101. Mr. Tors is an employee of Antler Gold Inc. and is not independent of the Company under NI 43-101.

Cautionary Statements

Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management's current estimates, beliefs, intentions, and expectations. They are not guarantees of future performance. Words such as "expects", "aims", "anticipates", "targets", "goals", "projects", "intends", "plans", "believes", "seeks", "estimates", "continues", "may", variations of such words, and similar expressions and references to future periods, are intended to identify such forward-looking statements. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Futhermore, this information is based on current expectations and assumptions (including assumptions relating to general economic and market conditions) that are subject to significant risks and uncertainties that are difficult to predict. Actual results may differ materially from results suggested in any forward-looking information. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, Antler Gold does not assume any obligation to update forward-looking information in this release, or to update the reasons why actual results could differ from those reflected in the forward-looking information unless and until required by securities laws applicable to Antler Gold. Additional information identifying risks and uncertainties is contained in the filings made by Antler Gold with Canadian securities regulators, which filings are available at www.sedarplus.ca.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information, please contact Christopher Drysdale, CEO of Antler Gold Inc., at +264 81 220 2439

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Antler Gold Commences Gold Exploration Program at Paresis Gold Project in Namibia

Antler Gold Commences Gold Exploration Program at Paresis Gold Project in Namibia

 Antler Gold Inc. (TSXV: ANTL) ("Antler" or "Company") is pleased to announce the commencement of exploration work at the Paresis Gold Project in north central Namibia.

Highlights

  • The Paresis Project area covers approximately 21,000 ha within the highly prospective "gold corridor" of Namibia that hosts the Otjikoto Gold Mine (B2Gold) and the Ondundu and Eureka Gold Projects (Osino Resources).
  • A conceptual project in an area with a complex deformation and magmatic history provides structural complexity and lithological variations, presenting potential for both intrusion-related and orogenic-style gold deposits.
  • Prioritized Target Areas: Review of historical data (geochemical and airborne geophysical surveys), regional government data, and satellite imagery has allowed for the identification and prioritization of lithological and structural target areas.

"I am excited to share an update on our exploration efforts at the Paresis Gold Project, a key initiative in Namibia's renowned 'gold corridor'. In line with Antler's core strategy, the Company intends on finding a suitable partner to progress the project through an earn-in or similar agreement, aimed at maximizing future discovery benefits for our shareholders. I am grateful for our team's dedication and I look forward to sharing additional progress in the near future," said Christopher Drysdale, CEO of Antler Gold Inc.

Exploration Strategy

The exploration program will roll out in phases, starting with geological mapping and grab rock chip sampling as phase one, followed by a geochemical sampling program in the second phase, depending on initial rock chip assay results. Prospective lithological units of the Okonguarri and Karibib Formations (both Swakop Group) underlie the license area, however, the majority of the area is covered by soil and calcrete.

The Okonguarri Formation is the hosting stratigraphic unit at the Otjikoto Gold Mine (B2Gold) and at the Eureka Gold Project (Osino Resources), while the Karibib Formation is host to gold mineralization at various gold occurrences (Onguati, Goldkuppe, Erindi) in the Central Zone of the Damara Belt, including the Navachab Gold Mine (QKR) (along with the Arandis Formation) (Figures 1, 2 and 3).

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Figure 1: Antler's Paresis Gold Project license EPL 8711 relative to in-country peers B2Gold Namibia (pink), Osino Resources Namibia (blue), and WIA Gold (green).

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The Paresis Gold Project

The Paresis Gold Project is currently made up of Exclusive Prospecting License ("EPL") 8711 of approx. 21,000 hectares and another EPL application situated between the towns of Otjiwarongo and Outjo, ~290 km from the capital Windhoek, in north central Namibia, within the Northern Zone (NZ) of the Damara Orogenic Belt. The NZ is host to numerous mineral deposits, including the Otjikoto Gold Mine (B2Gold), the Ondundu and Eureka Gold Projects (Osino Resources), the Okanjande Graphite deposit (Northern Graphite) and the Okorusu Fluospar Mine to name a few, evidencing this geological environment's fertile nature (Figures 1 and 2).

Outcrop on the license area is moderately to well-exposed, comprising rocks from the pre-Damara Basement, Nosib Group and Swakop Group (lower Damara Supergroup) (Figure 3, Table 1). The pre-Damara Basement has been tightly folded into km-scale upright folds striking roughly east-west. The Damara sequence has been intruded by younger Karoo-aged dolerite dykes and the Jurassic to Cretaceous-aged Paresis Igneous Complex (PIC).

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Figure 2: Overview map of the Paresis Gold Project license EPL 8711 relative to other mineral deposits in north central Namibia. Relevant geological units (250K Geology Source: Geological Survey of Namibia) overlain on ESRI Earth natural colour satellite imagery.

To view an enhanced version of this graphic, please visit:
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Table 1: NZ stratigraphy of the Paresis tenement.

SequenceGroupSubgroupFormationLithology
Paresis Igneous Complex (PIC)bimodal volcanics/extrusives, acidic and alkaline intrusives
Karoo Supergroupdolerite dykes
Damara SupergroupSwakopNavachabKaribibmarble
limestone, schist, quartzite
UsakosOkonguarri (Arandis equivalent)schist, greywacke, limestone
Chuosdiamictite, iron-formation
Nosib
Etusis or equivalentarkosic quartzite, meta-arkose, conglomerate, limestone, shale, gneiss
Pre-Damara Basement - Huab Metamorphic Complexgneiss, minor amphibolite

 

The Okonguarri Formation comprises a rhythmically interbedded sequence of limestone and meta-pelitic sediments (greywackes, schists, shales). This interbedded sequence of compositionally varying rocks introduces rheological contrasts (the way different rocks react to deformation) between lithologies or along lithological contacts which present favourable sites for potential mineralization (Figures 2 and 3).

The post-tectonic intrusion of the PIC rupturing through the Damara Supergroup that has already undergone multiple deformation and metamorphic events provides lithological variation and structural complexity, defining characteristics of gold deposits seen in Namibia. The PIC appears to be situated at a zone of structural discontinuity indicated by the different regional fabric orientations of the Damaran stratigraphic units surrounding the complex as postulated by Siedner (1965)[i].

For more background information on the project, refer to News Release dated September 14, 2023.

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Figure 3: Close-up of EPL 8711 with geological units over satellite imagery. Areas with no colour overlying the satellite imagery are covered by soil and/or calcrete. Coordinate System: WGS 84 UTM Zone 33 South; Units: Meters

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About Antler Gold Inc.

Antler Gold Inc. is a Canadian listed mineral exploration company focused on organic royalty creation in Africa's Top-Ranked Jurisdictions. The Company continues to assess new regional opportunities with the aim of building a risk diversified business model that allows the Company to generate short and long-term income whilst providing stakeholders with exposure to potential multiple returns that are generated from the discovery process.

Qualified Person

The technical and scientific information in this presentation has been reviewed and approved by Oliver Tors, B.Sc (Hons)., Exploration Manager of the Company, who is a registered Professional Natural Scientist (Pr.Sci.Nat. No. 120660) with the South African Council for Natural Scientific Professions (SACNASP) and a Qualified Person as defined by NI 43-101. Mr. Tors is an employee of Antler Gold Inc. and is not independent of the Company under NI 43-101.

Cautionary Statements

This press release may contain forward-looking information. This information is based on current expectations and assumptions (including assumptions relating to general economic and market conditions) that are subject to significant risks and uncertainties that are difficult to predict. Actual results may differ materially from results suggested in any forward-looking information. Antler Gold does not assume any obligation to update forward-looking information in this release, or to update the reasons why actual results could differ from those reflected in the forward-looking information unless and until required by securities laws applicable to Antler Gold. Additional information identifying risks and uncertainties is contained in the filings made by Antler Gold with Canadian securities regulators, which filings are available at www.sedarplus.com.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information, please contact Christopher Drysdale, CEO of Antler Gold Inc., at +264 81 220 2439

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PROSPECT RIDGE RESOURCES CONFIRMS ARRANGEMENTS RELATING TO ANNUAL GENERAL MEETING

PROSPECT RIDGE RESOURCES CONFIRMS ARRANGEMENTS RELATING TO ANNUAL GENERAL MEETING

Prospect Ridge Resources Corp. (the " Company " or " Prospect Ridge ") (CSE: PRR) (OTC: PRRSF) (FRA: OED) wishes to update shareholders on the impact of the strike by the Canadian Union of Postal Workers on the Company's ability to comply with its obligations to deliver to shareholders its financial statements and related disclosure and proxy-related materials in respect of the Company's Annual General Meeting (the " Meeting ") of shareholders scheduled to be held on Friday, December 13, 2024 at 11:00 AM (Pacific Time) at Suite 430, 605 Robson Street, Vancouver, British Columbia .

As a result of the strike, and pursuant to CSA Coordinated Blanket Order 51-931 Temporary Exemption from requirements in National Instrument 51-102 Continuous Disclosure Requirements and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer to send certain proxy-related materials during a postal strike (the "Blanket Order"), the Company is advising shareholders that:

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Lode Gold: 2024 Year-End Review and 2025 Outlook

Lode Gold: 2024 Year-End Review and 2025 Outlook

Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: SBMIF) ("Lode Gold " or the "Company") is pleased to provide a year-end update.

Dear Investors,

I am excited to update you on our progress since I took over as CEO less than a year ago, just before Christmas in December 2023. With the support of the board, key shareholders, and the dedicated Lode Gold team, we have raised $6M since March 2024 and completed numerous tasks to reorganize the Company. These efforts have positioned us for future success and growth, and I am grateful for the continued support and confidence you have shown in our vision.

Strategy: Create Two Pure Play Companies to Unlock Value and Attract New Investors

Last year, around this time, I met with bankers to discuss how we plan to unlock value by spinning out the Company's assets to create two pure-play companies. This strategy resonated with many as Lode Gold has key assets situated in highly prospective mining regions in Canada and the United States. This initiative immediately creates two $7M companies from one $7M entity, thereby generating accretive value for shareholders.

Focus on Intrinsic Asset Value vs Market Cap: Do some small-cap stocks outperform large-cap investments in the long run?

Clifford Asness, who played a key role in building Goldman Sachs' Global Alpha before founding AQR, and now manages over $33 billion in assets, published a whitepaper that challenged the Efficient Market Theory. It stipulated that value may be factored into price with large-cap companies, but it may not be the case with small-cap stocks1. It states that with small or micro-cap stocks, the Less-Efficient-Market Hypothesis often holds. Why? The market is inherently inefficient due to a fragmented shareholder base and a lack of distribution, awareness and liquidity. As such, if capital is patient, investing in a small-cap stock may result in a higher return on investment in the long run compared to a large-cap stock.

In the case of Lode Gold, the intrinsic value, verified with a third-party NI 43-101 technical report, has an NPV USD $370M, yet the market cap trades at a fraction of the real value. Notwithstanding, a planned spin-out transaction valued at an additional $7.65M (pre-money value to current Lode Gold shareholders) has already obtained conditional approval.

This is a value proposition, validated by smart money: strategic investors and institutional shareholders; a total of four own approximately 60%. Intrigued by the potential of this undervalued play, I accepted the challenge of leading its turnaround and growth.

Near-Term: Gold Orogen spin out to unlock value for shareholders

The company has three key orogenic assets, with proven gold endowment.

To unlock value for shareholders; immediately we are spinning out the Canadian assets into a new company, Gold Orogen. Each Lode Gold shareholder will get shares of Gold Orogen; via a tax-efficient spin-out.

Additionally, a $3M raise has been completed at Gold Orogen, based on a $7.65M pre-money valuation. The current valuation for Lode Gold, the parent company, is at $7M. We are topping up with an additional $1.5M to ensure a $4.5M investment program for 2025 at Gold Orogen; as such both the assets in Yukon and NB will be drilled in the upcoming exploration season in the new year. Post-money, Gold Orogen will be at $12M+.

A gold asset on the Mother Lode Belt with MRE: 1 (M&I) + 2 (Inferred) Moz Au and a 2023 PEA: USD $370M (NPV 5%) will remain in the parent co, Lode Gold. Lode Gold intends to pursue a high grade underground mine opportunity. This project sits on 100% privately owned patented land where the mining license was suspended in 1942 due to the war effort.

Spin Out Unlocks Shareholder Value: Confirmed gold endowment and RIRGS on Tombstone Belt

The spin-out will result in the formation of two pure-play companies, each focused on specific areas of exploration in Canada and the US.

Company 1: Spin Co - Gold Orogen

Asset 1:

  • 27 km strike, 99.5 km2in Yukon, prolific Tombstone Belt (Snowline, 3 Aces, Sitka Gold)
  • Total of four Reduced Intrusive Targets (RIRGS)

Asset 2:

  • New Brunswick: Created one of the largest land packages (420 km2)
  • Geological analogue to New Found Gold, Galway, Calibre Mining and Puma-Kinross
  • Confirmed gold endowment

Company 2: Parent - Lode Gold

Lode Gold is the first company to evaluate this project from an underground perspective.

  • Brownfield, previously mined at 8 g/t in the 1940's.
  • 4 km strike on the 190 km mineralized Mother Lode Belt: 50,000,000 oz produced
  • 100% owned private and patented land: 3,351 acres, Mariposa County
  • California: 700 permitted mines; 14 gold
  • Mine suspended in 1942 due to gold prohibition in WWII
  • Target: 2 Moz underground 5 g/t Au
  • Typical Orogenic Deposit with Structural Controls
  • 3 Step-Out Holes hit structure (up to 1,200 m)
  • 2 nearby mines were up to 1,800 m deep at 13 g/t
  • 43,000 m drilled with 23 km of underground workings
  • 11% of the veins (2 of 7 deposits) exploited; mostly in the first 250 m
  • 2023 MRE: 1 Moz (M&I) + 2 Moz (Inferred)
  • 2023 PEA at USD $2,000/oz Au: After-tax NPV (5%) USD $370M, 31% IRR, 11 years LOM
  • Close to road, rail, power, water

Milestones Achieved in 2024:

1. Executed Spin Out Plan

  • Received conditional acceptance from the TSXV for the spinout transaction

2. Improved Capital Structure

  • Lode Gold added two additional key institutional and strategic shareholders
  • For $3M, a 19.9% strategic joint venture partner with strong technical expertise, was added to the new Spin Co
  • Tight share structure: 10:1 consolidation. About 40.000,000 shares outstanding for both companies

3. Cleaned Up Balance Sheet

  • Converted a secured debt holder to be the second-largest shareholder
  • Repaid shareholder working capital loan
  • Resolved a legacy lawsuit and eliminated a $1.6M liability

4. Enhanced Value of Assets in Yukon, New Brunswick and California

  • New Brunswick:
    • Created one of the largest land packages in the province, potentially a district play
    • Completed comprehensive geophysics and soil sampling to define drill targets
  • Yukon:
    • Identified four RIRGS targets for exploration work in 2025
    • Confirmed RIRGS at WIN; high bismuth : gold ratio, gold-bearing sheeted quartz veins, hosted in hornfels
  • California:
    • The first to review the project from an underground perspective
    • Completed Geological Model: 11% of the veins exploited, in 2 out of 7 deposits. Most extraction in the first 250 m. 3 step-out holes at depth, mineralized and hit structure, a typical orogenic deposit
    • Commissioned NI 43-101 to update the 2023 MRE

5. Strengthening the Lode Gold Team

  • Enhanced bench strength by adding key personnel to the technical and marketing teams, visit our website to view their full bios (lode-gold.com)
  • Addition of Martin Stratte, Lode Gold's former Director of the Board, to our Advisory Team. He was previously on the permitting team at Castle Mountain, Equinox Gold (2018-2021). The project was acquired for $200 million in 2018, and it was permitted in 2021

Upcoming Catalysts in 2025

  • Spin Co: Shareholders get shares of a new company
  • Drilling to investigate 4 RIRGS reduced intrusive targets in Yukon Tombstone Belt, 200 km from Snowline
  • Drilling in New Brunswick assets upon systematic exploration: geophysics, soil sampling, mapping, geochemistry
  • California: Revised NI 43-101 Mineral Resource Estimate (updating 2023 MRE and investigating high grade underground potential)
  • California: Evaluate reactivating a previous mine, where the license was suspended during WWII

Invest in One Company, Get Shares of Two Companies: Optionality on three key assets

Investing in Lode Gold presents an exciting opportunity for shareholders to benefit from an advanced gold exploration project and a forthcoming spinoff with two high-value assets. This strategic move is aimed at unlocking maximum value for investors, who will gain exposure to three highly prospective gold assets through shares in two separate companies.

Wishing you a season filled with joy and prosperity.

Yours truly,

Wendy T. Chan. CEO & Director

About Lode Gold

Lode Gold (TSXV: LOD) is an exploration and development company with projects in highly prospective and safe mining jurisdictions in Canada and the United States.

In Canada, its Golden Culvert and WIN Projects in Yukon, covering 99.5 km2 across a 27-km strike length, are situated in a district-scale, high grade gold mineralized trend within the southern portion of the Tombstone Gold Belt. A total of four RIRGS targets have been confirmed on the property. A NI 43-101 technical report has been completed in May 2024.

In New Brunswick, Lode Gold has created one of the largest land packages with its Acadian Gold JV Co; consisting of an area that spans 420 km2 and a 42 km strike. McIntyre Brook covers 111 km2 and a 17-km strike in the emerging Appalachian/Iapetus Gold Belt; it is hosted by orogenic rocks of similar age and structure as New Found Gold's Queensway Project. Riley Brook is a 309 km2 package covering a 25 km strike of Wapske formation with its numerous felsic units. A NI 43-101 technical report has been completed in August 2024.

In the United States, the Company is advancing its Fremont Gold project. This is a brownfield project with over 43,000 m drilled and 23 km of underground workings. It was previously mined at 8 g/t Au in the 1940's.

Mining was halted in 1942 due the gold prohibition in WWII just as it was ramping up production. Unlike typical brownfield projects that are mined out; only 11% of the veins - in 2 out of 7 deposits have been exploited. The Company is the first owner to investigate an underground high grade mine potential at Fremont.

The project is located on 3,351 acres of private and patented land in Mariposa County. The asset is a 4 km strike on the prolific 190 km Mother Lode Gold Belt, California that produced over 50,000,000 oz of gold and is instrumental in the creation of the towns, the businesses and infrastructure in the 1800s gold rush. It is 1.5 hours from Fresno, California. The property has year-round road access and is close to airports and rail.

Previously, in March 2023 the company completed an NI 43 101 Preliminary Economic Assessment ("PEA"). Project Valuation has an after-tax NPV (5%) of USD $370M at $2000 2 /oz gold, IRR 31% and an 11-year LOM, averaging 118,000 oz per year. At $1,750 /oz gold, NPV (5%) is $217M. The project hosts an NI 43-101 resource of 1.16 Moz at 1.90 g/t Au within 19.0 MT Indicated and 2.02 Moz at 2.22 g/t Au within 28.3 MT Inferred. The MRE evaluates only 1.4 km of the 4 km strike of Fremont property. Three step-out holes at depth (up to 1200 m) hit structure and were mineralized.

All NI 43-101 technical reports are available on the Company's profile on SEDAR+ (www.sedarplus.ca) and the Company's website (www.lode-gold.com).

QUALIFIED PERSON STATEMENT

The scientific and technical information contained in this press release has been reviewed and approved by Jonathan Victor Hill, Director, BSc (Hons) (Economic Geology - UCT), FAusIMM, and who is a "qualified person" as defined by NI-43-101.

ON BEHALF OF THE COMPANY

Wendy T. Chan, CEO & Director

Information Contact

Winfield Ding
CFO
info@lode-gold.com
+1-416-915-4257

Kevin Shum
Investor Relations
kevin@lode-gold.com
+1 (647) 725-3888 ext. 702

Cautionary Note Related to this News Release and Figures

This news release contains information about adjacent properties on which the Company has no right to explore or mine. Readers are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on the Company's properties.

Cautionary Statement Regarding Forward-Looking Information

Neither the 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 news release includes "forward-looking statements" and "forward-looking information" within the meaning of Canadian securities legislation. All statements included in this news release, other than statements of historical fact, are forward-looking statements including, without limitation, statements with respect to the completion of the transaction and the timing thereof, the expected benefits of the transaction to shareholders of the Company, the structure, terms and conditions of the transaction and the execution of a definitive agreement, the timing of submission to the CSE and TSXV, Gold Orogen raising an additional $1,500,000 and the anticipated use of proceeds. Forward-Looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions and includes the negatives thereof.

Forward-Looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which the Company operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies. These include assumptions regarding, among other things: that the Company and GRM will be able to negotiate the definitive agreement on the terms and within the time frame expected, that the Company and GRM will be able to make submissions to the CSE and TSXV within the time frame expected, that the Company and GRM will be able to obtain shareholder approval for the transaction, that the Company and GRM will be able to obtain necessary third party and regulatory approvals required for the transaction, if completed, that the transaction will provide the expected benefits to the Company and its shareholders.

There can be no assurance that forward-looking statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include adverse market conditions, general economic, market or business risks, unanticipated costs, the failure of the Company and GRM to negotiate the definitive agreement on the terms and conditions and within the timeframe expected, the failure of the Company and GRM to make submissions to the CSE and TSXV within the timeframe expected, the failure of the Company and GRM to obtain shareholder approval for the transaction, the failure of the Company and GRM to obtain all necessary approvals for the transaction, and r other risks detailed from time to time in the filings made by the Company with securities regulators, including those described under the heading "Risks and Uncertainties" in the Company's most recently filed MD&A. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.

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Not for distribution to United States newswire services or for dissemination in the United States.

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