Blackwolf Completes Acquisition of Optimum Ventures; Andrew Bowering Joins the Board of Directors

Blackwolf Completes Acquisition of Optimum Ventures; Andrew Bowering Joins the Board of Directors

Blackwolf Copper and Gold Ltd. (" Blackwolf ", or the " Company ") (TSXV: BWCG, OTC:BWCGF) and Optimum Ventures Ltd. (" Optimum ") (TSXV: OPV) are pleased to announce that they have completed their previously announced plan of arrangement, pursuant to which the Company acquired all the issued and outstanding shares of Optimum, and, in exchange, shareholders of Optimum received 0.65 of a common share of Blackwolf for each Optimum share held (the " Transaction "). In addition, Andrew Bowering, mining entrepreneur, a founder of Optimum, has joined the Company's board of directors, replacing Don Birak, who stepped down effective September 12, 2023.

Andrew Bowering is a renowned venture capitalist with over 30 years of experience in global mineral exploration and development and a track record of building shareholder value. He has founded, funded, and led teams in the pursuit of various metals, from initial exploration to production. Mr. Bowering has held senior management roles, overseeing asset acquisitions, sales, and raising over $250 million in development capital. He was a founder of Millennial Lithium Corp (acquired by Lithium Americas) and is actively involved in other publicly traded companies in the battery metals and precious metals sectors, such as Prime Mining Corp and American Lithium Corp.

Morgan Lekstrom, CEO and Director of the Company, stated, " With the acquisition of Optimum, Blackwolf has become a top developer of precious and strategic metal projects in Alaska and British Columbia's Golden Triangle. We are excited to welcome Optimum shareholders and our new board member, Andrew Bowering. This merger has brought exciting projects and expertise to Blackwolf, and we believe it will contribute significantly to our goal of creating value for our shareholders. "

Rob McLeod, Executive Chairman of Blackwolf, said, " We are proud to welcome Andrew Bowering as a new director of Blackwolf. Andy is one of Canada's top mining entrepreneurs, and we have a history of working together in the Golden Triangle since 1995. We are looking forward to working together again. Also, on behalf of the rest of the Blackwolf Team, I want to thank Don Birak for his valuable service to the Company and wish him the best in his future endeavours. "

Delisting of Optimum Shares and Information for Optimum Shareholders

The Optimum shares are expected to be delisted from the TSX Venture Exchange at the close of trading on September 14, 2023, and Optimum intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.

Further information about the Transaction is set forth in Optimum's management information circular dated July 31, 2023 relating to the annual general and special meeting of securityholders of Optimum (the " Circular "), which is available under Optimum's SEDAR+ profile at www.sedarplus.ca . Information regarding the procedure for exchange of Optimum shares for Blackwolf shares is provided for in the Circular. In order to receive Blackwolf shares in exchange for Optimum shares, registered shareholders of Optimum must complete, sign, date and return the letter of transmittal that was mailed to each registered Optimum shareholder along with the Circular. For those shareholders of Optimum whose Optimum shares are registered in the name of a broker, investment dealer, bank, trust company or other intermediary or nominee, they should contact such intermediary or nominee for instructions and assistance in depositing their Optimum shares.

Advisors and Counsel

In connection with the Transaction, Fiore Management and Advisory Corp. was issued 567,299 common shares of the Company in consideration for advisory services provided to the Company.

DuMoulin Black LLP acted as legal counsel to Blackwolf. Boughton Law Corporation acted as legal counsel to Optimum.

Upon closing of the Transaction and the issuance of shares for advisory services the Company's issued and outstanding common shares is 108,957,568.

About Blackwolf Copper and Gold Ltd.

Blackwolf's founding vision is to be an industry leader in transparency, inclusion and innovation. Guided by our Vision and through collaboration with local and Indigenous communities and stakeholders, Blackwolf builds shareholder value through our technical expertise in mineral exploration, engineering and permitting. The Company holds a 100% interest in the high-grade Niblack copper-gold-zinc-silver VMS project, located adjacent to tidewater in southeast Alaska as well as six Hyder Area gold-silver and base metal properties in southeast Alaska and northwest British Columbia in the Golden Triangle, including the Cantoo and Harry properties. For more information on Blackwolf, please visit the Company's website at www.blackwolfcopperandgold.com .

On behalf of the Board of Directors of Blackwolf Copper and Gold Ltd.

"Morgan Lekstrom"

CEO and Director

For more information, contact:

Morgan Lekstrom
250-574-7350 (Mobile)
604-343-2997 (Office)
mll@bwcg.ca
Liam Morrison
604-897-9952 (Mobile)
604-343-2997 (Office
lm@bwcg.ca

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.

Cautionary Statements Regarding Forward-Looking Statements

This news release contains "forward-looking information" and "forward looking statements" within the meaning of applicable Canadian securities legislation (collectively herein referred to as "forward-looking information"). Wherever possible, words such as "expects", "expected", "strategic" and similar expressions or statements that certain actions, events or results "will" or "may" be taken, occur or be achieved, or the negative forms of any of these terms and similar expressions, have been used to identify forward-looking information. Forward-looking information contained herein includes, but is not limited to, the anticipated benefits of the Transaction, and discussion of future plans, projects, objectives, estimates and forecasts and the timing related thereto, the timing of the delisting of Optimum, Optimum ceasing to be a reporting issuer.

Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual results, actions, events, conditions, performance or achievements to materially differ from those expressed or implied by the forward-looking information, including, without limitation, risks related to exploration and potential development of the Company's projects; business and economic conditions in the mining industry generally; fluctuations in commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; the need for cooperation of government agencies and native groups in the exploration and development of properties and the issuance of required permits; the need to obtain additional financing to develop properties and uncertainty as to the availability and terms of future financing; the possibility of delay in exploration or development programs and uncertainty of meeting anticipated program milestones; uncertainty as to timely availability of permits and other governmental approvals; and other risk factors as detailed from time to time and such other risks as are identified in the public disclosure documents of the Company filed on SEDAR+ at www.sedarplus.ca (the "Disclosure Documents"). This list is not exhaustive of the factors that may affect any of our forward-looking information. Although we have attempted to identify important factors that could cause actual results, actions, events, conditions, performance or achievements to differ materially from those contained in forward-looking information, there may be other factors that cause results, actions, events, conditions, performance or achievements to differ from those anticipated, estimated or intended.

Our forward-looking information is based on the assumptions, beliefs, expectations, and opinions of management on the date the statements are made, many of which may be difficult to predict and beyond our control. In connection with the forward-looking information contained in this news release, we have made certain assumptions about, among other things, the Company's ability to achieve the business and operational synergies expected as a result of the Transaction and explore and develop its projects as currently anticipated. Although we believe that the assumptions inherent in forward-looking information are reasonable as of the date of this news release, these assumptions are subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking information. The Company cautions that the foregoing list of assumptions is not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking information contained in this news release.

Additional information about the risks and uncertainties concerning forward-looking information and material factors or assumptions on which such forward-looking information is based is provided in the Disclosure Documents. Forward-looking information is not a guarantee of future performance. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Forward-looking information involves statements about the future and is inherently uncertain, and our actual achievements or other future events or conditions may differ materially from those reflected in the forward-looking information due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in this news release and the Disclosure Documents. For the reasons set forth above, readers and prospective investors should not place undue reliance on forward-looking information.

We do not assume any obligation to update forward-looking information, whether as a result of new information, future events or otherwise, other than as required by applicable law.


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Optimum Ventures Ltd. Announces Court Approval of Acquisition by Blackwolf Copper and Gold Ltd.

Optimum Ventures Ltd. Announces Court Approval of Acquisition by Blackwolf Copper and Gold Ltd.

Optimum Ventures Ltd . ("Optimum" or the "Company" ) (TSXV: OPV) is pleased to announce that, further to its news release dated September 1, 2023 the Supreme Court of British Columbia has granted final approval for the Company's acquisition by Blackwolf Copper and Gold Ltd. ("Blackwolf") (TSXV: BWCG, OTC: BWCGF) (the "Transaction"). For comprehensive details regarding the Transaction, please refer to the Company's press releases dated June 20 and July 7, 2023.

The Transaction is anticipated to be completed on or around September 12, 2023, subject to the receipt of final acceptance by the TSX Venture Exchange ("TSXV") and the fulfillment of customary conditions. In conjunction with the impending closing of the Transaction, Optimum is set to be delisted from the TSXV prior to the closing of the Transaction.

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Optimum Ventures Announces Securityholder Approval of Plan of Arrangement With Blackwolf Copper and Gold Ltd.

Optimum Ventures Announces Securityholder Approval of Plan of Arrangement With Blackwolf Copper and Gold Ltd.

Optimum Ventures Ltd. ("Optimum" or the "Company") (TSXV: OPV) is pleased to announce that Blackwolf Copper and Gold Ltd.'s (" Blackwolf ") proposed acquisition of all of the outstanding securities of the Company by plan of arrangement (the " Arrangement ") was overwhelmingly approved at the Company's annual general and special meeting of securityholders held on August 31, 2023 (the " Meeting ").

At the Meeting, Optimum securityholders were asked to consider and approve a special resolution regarding the proposed Arrangement (the " Arrangement Resolution "). No dissents were received by the Company and the Arrangement Resolution was approved by 100% of the votes cast by Optimum securityholders at the Meeting.

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Optimum Ventures Announces Mailing of Materials, Receipt of Interim Order and Conditional Approval

Optimum Ventures Announces Mailing of Materials, Receipt of Interim Order and Conditional Approval

Optimum Ventures Ltd. ("Optimum" or the "Company") (TSXV: OPV) is pleased to announce that it has filed and mailed materials to the securityholders of Company (the " Optimum Securityholders "), including the management information circular dated July 31, 2023 (the " Circular ") and related documents for the annual general and special meeting of Optimum Securityholders to be held on August 31, 2023 (the " Meeting ").

The Meeting is being held in connection with the proposed acquisition by Blackwolf Copper and Gold Ltd. (" Blackwolf ") of all of the issued and outstanding common shares of Optimum (collectively, the " Company Shares ") by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the " Arrangement ") previously announced on July 7, 2023. If the Arrangement becomes effective, Optimum shareholders (other than dissenting Optimum shareholders, if any) will receive 0.65 common shares of Blackwolf (each whole share, a " Blackwolf Share ") for each Company Share held (the " Exchange Ratio ").

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Optimum Ventures Announces Entry Into Arrangement Agreement With Blackwolf Copper and Gold Ltd.

Optimum Ventures Announces Entry Into Arrangement Agreement With Blackwolf Copper and Gold Ltd.

Optimum Ventures Ltd. ("Optimum" or the "Company") (TSXV: OPV) is pleased to announce that it has entered into an arrangement agreement with Blackwolf Copper and Gold Ltd. (" Blackwolf ") dated as of July 6, 2023 (the " Arrangement Agreement "), pursuant to which Blackwolf has agreed to acquire all of the issued and outstanding common shares of Optimum (collectively, the " Company Shares ") by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the " Arrangement ").

Tyler Ross, CEO of Optimum, stated, "This is a transformational opportunity for Optimum's shareholders to join the vision of Blackwolf in becoming a leading mining company in the Golden Triangle. With experienced leadership under Morgan Lekstrom, strategic investment from Frank Giustra, Rob McLeod leading the Geological programs and the addition of Andrew Bowering to the board of the resulting issuer, the combined entity is well situated to unlock the large-scale potential of these complementary projects in the Golden Triangle."

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Optimum Ventures Ltd. Announces Letter of Intent With Blackwolf Copper and Gold Ltd.

Optimum Ventures Ltd. Announces Letter of Intent With Blackwolf Copper and Gold Ltd.

Optimum Ventures Ltd. ("Optimum" or the "Company") (TSXV: OPV) is pleased to announce that it has entered into a non-binding letter of intent (the " LOI ") with Blackwolf Copper and Gold Ltd. (" Blackwolf "), pursuant to which Blackwolf will acquire all of the issued and outstanding securities of the Company (the " Transaction ") by way of a plan of arrangement or such transaction structure to be determined by the Company and Blackwolf under a definitive transaction agreement.

In connection with the Transaction, each Optimum shareholder will be entitled to receive 0.65 (the " Exchange Ratio ") of a common share of Blackwolf for each share of Optimum held, resulting in existing shareholders of the Company collectively owning approximately 26% of the outstanding share capital of the resulting company upon closing of the Transaction. Additionally, all outstanding stock options of the Company are expected to be cancelled and each outstanding warrant of the Company to purchase Company Shares will be converted into a warrant to purchase Blackwolf Shares in accordance with the Exchange Ratio.

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Element79 Announces Private Placement

Element79 Announces Private Placement

(TheNewswire)

Element79 Gold Corp.

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Element79 Gold Corp Shares Further Advances With Chachas Community on Lucero Surface Rights, Provides Corporate Update

Element79 Gold Corp Shares Further Advances With Chachas Community on Lucero Surface Rights, Provides Corporate Update

(TheNewswire)

Element79 Gold Corp.

VANCOUVER, BC - T heNewswire - October 24, 2024 *Element79 Gold Corp.* (CSE: ELEM) (OTC: ELMGF) (FSE: 7YS0) ("Element79" or the "Company") is pleased to announce additional progress towards obtaining approval of its surface rights contract at the Lucero project in Peru, through ongoing community engagement and recent approval at the Chachas General Assembly.

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Rua Gold Responds to OTC Markets Request on Recent Promotional Activity

Rua Gold Responds to OTC Markets Request on Recent Promotional Activity

Rua Gold Inc. (TSXV: RUA) (OTCQB: NZAUF) (WKN: A4010V) ("Rua Gold" or the "Company") announces that it has been requested by OTC Markets Group Inc. ("OTC Markets") to issue this statement about promotional activity concerning its common shares (the "Shares") traded on the OTCQB Venture Market ("OTCQB") (operated by OTC Markets).

On October 21, 2024, OTC Markets informed the Company that it became aware of certain promotional activities concerning the Company and its Shares traded on the OTCQB, including the distribution of four email newsletters (the "Promotional Newsletters") published by Wealth Research Group LLC, an affiliate of Gold Standard Media, LLC ("Gold Standard"), Portfolio Wealth Global, an affiliate of Gold Standard, SHTFPlan.com, an affiliate of Gold Standard, and Future Money Trends LLC, an affiliate of Gold Standard, discussing the Company, its business, the economy, and the gold market generally.

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Lode Gold Signs Definitive Agreement to Execute Tax-Efficient Spin-Out, Creating Two Pure Play Companies

Lode Gold Signs Definitive Agreement to Execute Tax-Efficient Spin-Out, Creating Two Pure Play Companies

Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: SBMIF) ("Lode Gold " or the "Company") is pleased to announce its wholly-owned subsidiary, ("1475039 B.C. Ltd." or "Gold Orogen") has entered into a binding Definitive Agreement (DA) on October 21, 2024 to acquire Great Republic Mining ("GRM", "Great Republic" or CSE: GRM), pursuant to which the GRM and the Company's subsidiary propose to complete a Reverse Take Over (RTO) transaction pursuant to which GRM will acquire all of the issued and outstanding shares of the Company's subsidiary. It will be a tax efficient spin out: shareholders of Lode Gold will receive shares of Gold Orogen.

Transaction details, terms, and condition of the deal remain the same as in the Letter of Intent previously announced and can be read on its August 27th, 2024 news release.

The new company, Gold Orogen will have assets in two highly prospective areas in Canada: Yukon and Atlantic Canada. It will be a focused exploration pure play company. It will launch with funding of over $3 million dollars, with a plan to raise an additional $1.5 million. Work programs being executed or planned include: VTEM, SQUIDT, Soil Analysis, Geological Mapping, Trenching and Drilling in the next 12 months.

Wendy T. Chan, CEO of Lode Gold states, "We are very glad to have achieved yet another milestone, thanks to the hard work of our team. As promised in our business plan, we have now finalized definite spin out plans. It will be a tax efficient plan of arrangement. We will create two pure play companies to unlock value for shareholders. We have also initiated work programs in Yukon and New Brunswick, post raising over $4 million in the last two financings."

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.

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. Gold deposits and occurrences within the Belt include Fort Knox, Pogo, Brewery Creek and Dublin Gulch, and Snowline Gold. A NI 43-101 technical report entitled "Technical Report on the WIN-Golden Culvert Property for Lode Gold" with an effective date of May 15, 2024, summarizing the work to date on these properties is available on the Company's profile on SEDAR+ (www.sedarplus.ca) and on the Company's website (www.lode-gold.com).

In New Brunswick, Lode Gold has created one of the largest land packages with a 42km strike within 420km2. Its McIntyre Brook Project, New Brunswick, covering 111 km2 and a 17-km strike length in the emerging Appalachian/Iapetus Gold Belt, is surrounded by Puma Exploration's Williams Brook Project (5.55 g/t Au over 50m)1 and is hosted by orogenic rocks of similar age and structure as New Found Gold's Queensway Project. The Fancamp's Riley Brook is a 309 km2 package covering a 25 km strike of Wapske formation with its numerous felsic units. Previous exploration efforts have focused on just VMS-style mineralization hosted in the felsic intrusions, and mostly focused on the base metals - the Company is the first to focus on and assay for gold. This transaction will close upon Exchange's acceptance.

The Company is also advancing its Fremont Gold development project in the historic Mother Lode Gold Belt of California where 50,000,000 oz of gold has been produced. Fremont, located 500km north of Equinox Gold's Castle Mountain and Mesquite mines, has a Preliminary Economic Assessment(" PEA") with an after-tax NPV (5%) of USD $217M, a 21% IRR, 11-year LOM, averaging 118,000 Oz per annum at USD $1,750 gold. A sensitivity to the March 31, 2023 PEA at USD $2,000/oz gold gives an after-tax NPV (5%) of USD $370M and a 31% IRR over an 11-year LOM. 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 length of the Fremont property which features five gold-mineralized zones. Significantly, three step-out holes at depth hit the mineralized structure, typical of orogenic deposits that often occur at depth. Fremont is located on 3,351 acres of 100% owned private land in Mariposa, the original Gold Rush County, and is 1.5 hours from Fresno, California. The property has year-round road access and is close to airports and rail.

Please refer to the Fremont Gold project NI 43-101 PEA technical report dated March 31, 2023, which is available on the Company's profile on SEDAR+ (www.sedarplus.ca) and on the Company's website (www.lode-gold.com). The PEA technical report has been reviewed and approved by independent "Qualified Persons" Eugene Puritch, P.Eng., FEC, CET, and Andrew Bradfield, P.Eng. both of P&E, and Travis Manning, P.E. of KCA.

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
+1-416-320-4388

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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RUA GOLD Provides an Update on Previously Announced Acquisition of Siren Gold's Reefton Assets

RUA GOLD Provides an Update on Previously Announced Acquisition of Siren Gold's Reefton Assets

Rua Gold Inc. (TSXV: RUA) (OTCQB: NZAUF) (WKN: A4010V) ("Rua Gold" or the "Company") is pleased to provide an update on the previously announced acquisition of Reefton Resources Pty Limited ("Reefton"), a 100% owned subsidiary of Siren Gold Ltd. (ASX: SNG) ("Siren") with tenements located adjacent to the Company's suite of properties in New Zealand's prolific Reefton Goldfield (the "Transaction").

The Company and Siren have agreed to amend the terms of Transaction whereby Rua Gold agrees to purchase 10,000,000 common shares of Siren at a price of A$0.20 per share, for aggregate gross proceeds of A$2,000,000.

The Company highlights that the following conditions have been satisfied:
  • Rua Gold shareholders have voted in favor of the transaction

 

Robert Eckford, CEO of Rua Gold, stated: "This is an exciting stage for Rua Gold shareholders, Siren Gold shareholders, and the Reefton Goldfields community. Our merger presents a prime opportunity to establish a high-grade gold and antimony exploration company ready to deliver value through its drilling program planned on this land package. We will be looking at a combination of new discoveries alongside the scalability of historic high-grade mines to become a leading gold producer in the region. New Zealand's mining industry is experiencing a resurgence, supported by local and foreign investment, as well as a pro-mining government implementing streamlined policies. The resulting improvements in regional infrastructure and employment will transform the West Coast and benefit all of New Zealand."

Transaction Highlights

Under the terms of the Amended Agreement, Siren shall receive total consideration of A$22 million (C$20.4 million):

  • A$2 million (C$1.8 million) in cash, of which A$1 million has been paid and the remaining A$1 million will be paid at the close of the Transaction;

  • A$2 million (C$1.8 million) in cash in exchange for 10,000,000 common shares of Siren, to be exchanged at the close of the Transaction; and

  • 83,927,383 fully paid shares of Rua Gold representing A$18 million (C$16.6 million1), to be issued at the close of the Transaction with agreed contractual resale restrictions.

Upon completion of the Transaction, Siren will own ~26% of Rua Gold, and Siren Chairman, Mr. Brian Rodan, will join the Rua Gold Board. The Transaction will deliver the following benefits to the Company's shareholders:

  • Increased scale and resources by combining projects and exploration teams.

  • Increased exposure to the highly prospective and under-explored Reefton Goldfield, as the largest landholder in the district with approximately 120,000 ha of combined tenements.

  • Improved investor visibility and positioning amongst peers, with the opportunity to broaden the Company's shareholder base.

  • Potential for future operational synergies (i.e., centralized infrastructure and workforce) by realizing economies of scale across the whole land package.

  • Continued exposure to the Company's highly prospective asset, Glamorgan on the North Island of New Zealand.

Transaction Update Details

The Company has obtained approval from its shareholders concerning the Transaction.

In addition, on October 17, 2024, the Company obtained consent from the NZPAM to the change of control of Reefton's exploration permits as a consequence of the Transaction.

The Company is working to satisfy the TSXV requirements for the Transaction under section 5.7 of TSXV Policy 5.3. To obtain final approval from the TSXV, the Company will submit a National Instrument 43-101 compliant independent report and a financial plan demonstrating that the Company has sufficient financial resources to close the Transaction and to fund the first stage of the recommended work program and property payment obligations for a minimum of six months.

The transaction agreements governing the acquisition of Reefton and evidence of disinterested shareholder approval of the Company have been filed with the TSXV. A legal title opinion confirming Siren's authority to transfer the Reefton project will also be required. Final closing will be subject to the TSXV's clearance of these requirements.

About Rua Gold

Rua Gold is an exploration company, strategically focused on New Zealand. With decades of expertise, our team has successfully taken major discoveries into producing world-class mines across multiple continents. The team is now focused on maximizing the asset potential of RUA's two highly prospective high-grade gold projects.

The Company controls the Reefton Gold District as the dominant landholder in the Reefton Goldfield on New Zealand's South Island. Rua Gold will have approximately 120,000 hectares of tenements, following the completion of its previously announced acquisition of Reefton Resources Pty Limited2, in a district that historically produced over 2 million ounces of gold grading between 9 and 50 grams per tonne.

The Company's Glamorgan Project solidifies Rua Gold's position as a leading high-grade gold explorer on New Zealand's North Island. This highly prospective project is located within the North Islands' Hauraki district, a region that has produced an impressive 15 million ounces of gold and 60 million ounces of silver. Glamorgan is within 3 kms of OceanaGold Corporation's biggest gold mining project, WKP.

For further information, please refer to the Company's disclosure record on SEDAR+ at www.sedarplus.ca.

Rua Gold Contact

Robert Eckford

Chief Executive Officer

Tel: +1 604 655 7354

Email: reckford@RUAGOLD.com

Website: www.RUAGOLD.com

This news release includes certain statements that may be deemed "forward-looking statements". All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur and specifically include statements regarding: the Company's strategies, expectations, planned operations or future actions, including but not limited to exploration programs at its Reefton project and the results thereof; and the Company's acquisition of Reefton Resources Pty Limited. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements.

Investors are cautioned that any such forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. A variety of inherent risks, uncertainties and factors, many of which are beyond the Company's control, affect the operations, performance and results of the Company and its business, and could cause actual events or results to differ materially from estimated or anticipated events or results expressed or implied by forward looking statements. Some of these risks, uncertainties and factors include: general business, economic, competitive, political and social uncertainties; risks related to the effects of the Russia-Ukraine war; risks related to climate change; operational risks in exploration, delays or changes in plans with respect to exploration projects or capital expenditures; the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; changes in labour costs and other costs and expenses or equipment or processes to operate as anticipated, accidents, labour disputes and other risks of the mining industry, including but not limited to environmental hazards, flooding or unfavourable operating conditions and losses, insurrection or war, delays in obtaining governmental approvals or financing, and commodity prices. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements and reference should also be made to the Company's CSE Form 2A - Listing Statement filed under its SEDAR+ profile at www.sedarplus.ca for a description of additional risk factors.

Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

________________________

1 Calculated using Rua Gold's 30-day VWAP on the CSE as of July 12, 2024 of C$0.1983 at an AUD:CAD exchange rate of 0.9246.
2 Refer to news released dated July 15, 2024.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/227207

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Lode Gold Launches Exploration Program at One of the Largest Land Packages in New Brunswick

Lode Gold Launches Exploration Program at One of the Largest Land Packages in New Brunswick

Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: SBMIF) ("Lode Gold" or the "Company") is pleased to announce that a Heliborne HeliTEM² Survey over the Riley Brook and McIntyre Brook properties, in northern New Brunswick, has been initiated as part of the recently announced Acadian Gold Joint Venture with Fancamp Exploration Ltd. (refer to Figure 1). The properties encompass a combined 419 km2 land package of mineral claims, constituting gold mineralized zones that extend over several kilometres, on trend with Puma Exploration's Williams Brook property.

The recent combination of mineral assets between Fancamp and Lode Gold Resources Inc. into a dominant land holding of high-quality, underexplored ground in New Brunswick, was a major development which now aims to be further validated by this high-resolution heliborne electro-magnetic and radiometric survey.

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