With focused and strategic exploration plans for both its Lucero and Clover projects and the successful sale of its Maverick Springs asset, Element79 has demonstrated a commitment to increasing shareholder value and a compelling case for investors.
Element79 Gold (CSE:ELEM,OTCQB:ELMGF,FSE 7YS0) is an exploration and development mining company with several exciting opportunities for strategic growth. First, is the potential for near-term production through its Lucero project in Peru. The Lucero mine is one of the highest-grade underground mines in Peru’s history and is on the fast track for resource development and production. Additionally, Element79 owns the Clover project in Nevada, creating further opportunities for long-term resource development. Third, and the most exciting business opportunity for the company yet, is the immediate-term resource development and production of the Lucero tailings. This has been facilitated recently by Element79’s agreement, through a letter of intent, with S.M.R.L. PALAZA 16 to purchase and process approximately 1.3 million tons of tailings from previous mines within the current Lucero mine area.
A globally experienced management team with a proven track record of success in developing operational mines leads Element79 Gold toward fully executing these strategic business opportunities.
Lucero is a past-producing, high-grade gold mine ready to reach production quickly. The mine operated between 1989 to 2005. Historic reports between 1998 and 2004 indicate that the mine produced approximately 18,800 ounces of gold and 435,000 ounces of silver per year at a head grade of19 grams per ton (g/t) gold equivalent. An NI 43-101 report prepared by a third party indicates grades up to 116.8 g/t gold equivalent. In addition to the potential of generating cash flow in the near term, the 10,805-hectare Lucero project also has high upside potential for further greenfield exploration.
Peru is considered a relatively stable mining jurisdiction, especially for smaller-scale operations. As mining is an essential aspect of the country’s GDP, Peru has developed a favorable regulatory regime for its mining industry. Element79 Gold is poised to benefit from the pro- mining jurisdiction as it moves the Lucero asset toward production.
Element79 Gold has engaged a Peruvian technical mining service provider, Ore Discovery LLC, to work in conjunction with Element79’s operations team. The 2023 site work included above-ground and underground mapping, sampling, trenching, drill site targeting on both better-known and unexplored vein systems, for exploration and de-risked resource development on the path toward ore extraction and near-term cash flow generation.
Assays from the underground sampling include results of up to 98 g/t gold and 2,034 g/t silver. Moreover, assays from March 2023 yielded 21-ore grade and high yield up to 11.7 ounces per ton gold and 247 ounces per ton silver, further validating the potential for a significant high- grade future operation.
In June 2023, Element79 further strengthened its portfolio in Peru with the acquisition of the 1,200-hectare Lucero del Sur 28, located strategically just east of the high-grade Lucero gold- silver project. Lucero del Sur 28 is a coveted area covering the Roxana vein, a vein dominated by white to hyaline quartz and altered rock clasts, with lesser amounts of limonite patinas, hematite, pyrite and jarosite.
In September 2024, Element79 signed a letter of intent with S.M.R.L. PALAZA 16 to purchase and process approximately 1.3 million tons of tailings currently controlled by Palaza at the Lucero Mine. This agreement marks the launch of a tailings reprocessing venture for Element79 and represents a significant economic opportunity for the company.
Element79’s secondary asset, the 100 percent owned Clover project, is located in the historic Midas mining district and comprises 169 unpatented claims over 3,063 acres in Elko County, Nevada. A well-known gold and silver producer since the early 1900s, the Midas district has yielded more than 2 million ounces of gold between 1998 and 2013.
The company also previously held the Maverick Springs project in Nevada. Acquired by Element79 in December 2021 for an adjusted cost of C$3.34 million, the project was sold to Sun Silver Resources (ASX:SS1) in May 2024 for C$4.4 million cash and 3.5 million shares of SS1 priced at 0.20 AUD.
A powerhouse management team leads Element79 Gold with a track record of experience and success. Kim Kirkland, COO and former VP global exploration, has held executive and lead operations-focused engineering roles with some of the world's largest mining companies, including Barrick Gold, Rio Tinto Group, MMG, Amec Foster Wheeler PLC and McEwen Mining. Kirkland has served as project lead with extensive South American experience, who can proficiently lead exploration programs and mining operations through milling, extraction/concentration and optimization/beneficiation.
Antonio Maragakis, former COO and director, now advisor, has held director-level positions at miners with multi-billion dollar portfolios, including Barrick Gold Corporation and Koch Industries. He has also built a leading global mining engineering consultancy, Mine Plus Group, as well as a private mining fund focused on near-term production development projects, MFD Holdings SA.
Shane Williams, strategic advisor, brings a history of significant value creation in early-stage and operating companies and currently heads West Red Lake Gold (TSXV:WRLG) as president and CEO. Combined, Element79 Gold has the right experts to fully realize its assets' potential.
The 10,813-hectare project in southern Peru presents near-term cash flow potential as it moves toward production. Lucero operated as a high-grade gold mine between 1989 and 2005 and remains partially unexplored. As a result, the asset is in a unique position to start generating revenue while also providing future growth opportunities with additional exploration.
The Clover Property is located in the historic Midas mining district in Nevada, which has been producing gold and silver since the early 1900s, It is 16 kilometers west of Hecla Mining Company’s Midas Mine, the largest known gold-silver epithermal deposit along the Northern Nevada Rift. Mineralization at the property is classified as low-sulphidation, vein-hosted, epithermal gold mineralization similar to that found at the Midas deposit as it is found within a similar geologic setting. Gold and silver mineralization at the Midas Mine is hosted in several northwest-striking veins. Between 1998 and 2013, the main veins produced over 2 million ounces of gold.
A $6.7-million program is planned for the Clover Property focused on data compilation, construction of geologic and resource models, and a 10,000-meter drilling program followed by a mineral resource estimate and NI 43-101 compliant preliminary economic assessment.
James Tworek has held director, senior management, analytical and operations roles in both public and private companies. A quick study and entrepreneurial to the bone, his 25-year career started in banking in 1998 and has since garnered a wealth of experience across diverse industries between commercial banking, mining, project finance, mezzanine debt, oil and gas, clean water/envirotech and hemp/legal cannabis industries. He has investing experience in real estate, private equity, private mining, startup generation, tech and agricultural ventures. A team leader driven by results, Tworek has built his career on successfully executing development and corporate growth targets, exceeding sales objectives, and being mindful of ensuring open communication, honesty and integrity with investors and stakeholders.
Tammy Gillis is a CPA, CMA with over 20 years of experience in the public markets bringing a comprehensive background in finance, reporting and regulatory requirements for manufacturing, bio-technology, technology and junior exploration industries. Gillis has been part of teams that have completed several financings, grant applications and acquisition transactions. Ms. Gillis started her career working at a corporate and securities law firm. Gillis previously served as corporate accountant for an international manufacturing company that had revenue in excess of
$120 million and as chief financial officer for a technology company with patented cathode materials used in lithium-ion batteries that successfully built a pilot plant with the assistance of over $4 million in government grants. Ms. Gillis has served as an officer for several TSXV and CSE-listed issuers.
Kim Kirkland’s track record spans senior executive and lead engineering roles at some of the world's largest mining companies. Key highlights of Kirkland's work history include:
Neil Pettigrew is a professional geologist in good standing, registered in Ontario, with over 20 years of experience in the mineral exploration industry. He received his Honors B.Sc. from the University of New Brunswick and his M.Sc. from the University of Ottawa. Pettigrew has been employed as a senior precambrian geoscientist with the Ontario Geological Survey and has worked for several junior and major companies in gold and Cu-Ni-PGE exploration. He has held officer and director positions at several TSX and TSXV-listed junior companies and currently sits as vice-president of exploration and director of GT Resources (formerly, Palladium One Mining)
Zara Kanji is a founder of Zara Kanji & Associates (established in 2004). Kanji is experienced in financial reporting compliance for junior listed resource companies, personal and corporate taxation, general accounting, financial reporting and value-added operational consulting services for individuals, and private and public companies. Prior to starting her accounting practice, Kanji served as a controller for a marketing company, as an accountant in public practice for a CA firm, a CGA firm and as an analyst for a pension fund. In addition to providing accounting and financial compliance services to private and public entities, Kanji has served as director and officer for several listed issuers.
Warren Levy brings more than 23 years of experience developing major and private companies in resource development across the Americas. He has achieved significant milestones and successes centered around community engagement, sustainable development of infrastructure, energy and natural resource development. Levy is the current CEO of Frontier Advisory, an advisory firm providing energy policy advocacy, sustainability, market entry, capital raising and technical support to responsible natural resource and social development around Latin America. He is also former CEO of Jaguar E&P, as well as former CEO of Pentanova Petroleum.
Antonios Maragakis completed his PhD at the University of Delft, MSc at the University of Bath, his B.Sc and B.A. at the University of Nevada, and executive training at the London Business School. He brings with him more than 15 years of experience leading some of the largest mining megaprojects in the last decade. Maragakis holds a distinguished resume, including management and director-level positions overseeing multibillion-dollar project portfolios internationally at organizations, such as:
Shane Williams carries a history of significant value creation in both early-stage and operating companies, which includes senior executive and management roles overseeing and delivering world-class, multibillion-dollar projects at highly prominent companies, including: chief operation officer at Skeena Resources (NYSE Listed), Eskay Creek Project; former senior vice-president at Eldorado Gold (NYSE Listed), $2-billion global project portfolio; former general manager of expansion projects at Rio Tinto (NYSE Listed), $2.5-billion CAPEX; and former vice-president of projects at Kaunis Iron AB, $800-million flagship Kaunisvarra Iron Ore Project.
With over two decades of experience across industries such as mining, energy and corporate finance, Kevin Arias brings a wealth of knowledge and expertise to the company. His strong background in business development, investor relations, securities and corporate communications, combined with a proven track record in raising over C$100 million since 2008, positions him as a valuable addition to the Element79 team.
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Vancouver TheNewswire February 28, 2025 Element79 Gold Corp. (CSE:ELEM) (OTC:ELMGF) (FSE:7YS) ("Element79 Gold", the "Company") a mining company focused on gold and silver, announces that it has recently leveraged its Crescita Equity Investment Facility ("Crescita Capital"), details of the Facility Agreement can be found in out original announcement on February 12, 2022. The Company has recently drawn CA$185,000 from this new facility.
The Company has further issued an aggregate total of 10,062,500 shares to Crescita pursuant to the terms of the Facility Agreement (the "Agreement") , as well as a total of 13,002,465 Share purchase Warrants (the "Warrants") to Crescita per the terms of the Agreement, the Warrants are exercisable for a period of five years at an Price of $0.05 per share.
Proceeds from the above-mentioned draw from Crescita Capital will be used for operations including legal fees. accounting audits, annual project claim lease fees and the advancement of the social contract development in Peru to allow the Lucero work plan to unfold.
About Crescita Capital
Crescita Capital is an investment and consultancy group that provides alternative financing and corporate development services for seed to growth-stage companies in emerging markets around the world. www.Crescita.capital Between 2021 and 2023, the Company worked with Crescita, drawing $7,104,500 to support its operations and develop its portfolio of mining assets.
For corporate matters, please contact:
James C. Tworek, Chief Executive Officer
Email: jt@element79.gold
For investor relations inquiries, please contact:
Investor Relations Department
Phone: +1 (403)850.8050
Email: investors@element79.gold
Neither the Canadian Securities Exchange nor the Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain statements in this News Release, which are not historical in nature, constitute "forward looking statements" within the meaning of that phrase under applicable Canadian securities law. These statements include, but are not limited to, statements or information concerning future work programs, results and timing of any work programs, the Company's performance or events as of the date hereof. These statements reflect management's current assumptions and expectations and by their nature are subject to certain underlying assumptions, known and unknown risks and uncertainties and other factors which may cause actual results, performance or events to be materially different from those expressed or implied by such forward-looking statements. Those risks include the interpretation of drill results; the geology, grade and continuity of mineral deposits; the possibility that future exploration, development or mining results will not be consistent with our expectations; commodity and currency price fluctuation; failure to obtain adequate financing; regulatory, recovery rates, refinery costs, and other relevant conversion factors, permitting and licensing risks; general market and mining exploration risks and production and economic risks related to design and engineering, manufacturing, technological processes and test procedures and the risk that the project's output will not be salable at a price that will cover the project's operating and maintenance costs. Forward-looking statements should not be construed as investment advice. Readers should conduct a detailed, independent investigation and analysis of the Company and are encouraged to seek independent professional advice before making any investment decision. Accordingly, readers should not place undue reliance on any forward-looking statement. Except as required by applicable securities laws, the Company disclaims any obligation to update or revise any forward-looking statements to reflect events or changes in circumstances that occur after the date hereof.
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Vancouver TheNewswire February 26, 2025 Element79 Gold Corp. (CSE:ELEM) (OTC:ELMGF) (FSE:7YS) ("Element79 Gold", the "Company") provides an update with respect to the previously announced Management Cease Trade Order (the "MCTO") issued by the British Columbia Securities Commission on January 2, 2025. The Company is providing notice in accordance with National Policy 12-203 Management Cease Trade Orders ("NP 12-203"). The MCTO was issued by the BCSC on January 2, 2025. It prevents the Company's Officers, Board and Insiders from trading in the Company's securities but does not affect the ability of other shareholders, including the public, to trade in the securities of the Company.
The Company confirms that as of today, the filing of the audited annual financial statements for the year ended August 31, 2024, along with the management's discussion and analysis and related CEO and CFO certificates (the "2024 Filings") for the period, which were required to be filed on or before December 30, 2024, have been filed on February 26, 2025.
The MCTO will remain in effect until the filing of the quarterly financial statements for the three months ended November 30, 2024, along with the management's discussion and analysis and related CEO and CFO certificates (the "2025 Q1 Filings") for the period, which were required to be filed on or before January 29, 2025, will be filed on or before March 7, 2025.
As previously stated, subject to current conditions remaining the same, the Company remains confident in its ability to complete the 2025 Q1 Filings and will make its best efforts to complete the process within the timeline indicated.
The MCTO remains in effect until the Company files the 2025 Q1 Filings and the BCSC's Executive Director has revoked the MCTO. The Company confirms that since the date of the Default Announcement, other than as described above: (a) there has been no material change to the information set out in the Default Announcement that has not been generally disclosed; (b) there has been no failure by the Company in fulfilling its stated intentions with respect to satisfying the provisions of the alternative information guidelines set out in NP 12- 203; (c) there has not been, nor is there anticipated to be, any specified default subsequent to the default which is the subject of the Default Announcement; and (d) there is no other material information concerning the affairs of the Company that has not been generally disclosed.
The Company confirms that it will continue to satisfy the provisions of the alternative information guidelines under NP 12-203 by issuing bi-weekly default status reports in the form of news releases for so long as it remains delayed.
For corporate matters, please contact:
James C. Tworek, Chief Executive Officer
Email: jt@element79.gold
For investor relations inquiries, please contact:
Investor Relations Department
Phone: +1 (403)850.8050
Email: investors@element79.gold
Neither the Canadian Securities Exchange nor the Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain statements in this News Release, which are not historical in nature, constitute "forward looking statements" within the meaning of that phrase under applicable Canadian securities law. These statements include, but are not limited to, statements or information concerning future work programs, results and timing of any work programs, the Company's performance or events as of the date hereof. These statements reflect management's current assumptions and expectations and by their nature are subject to certain underlying assumptions, known and unknown risks and uncertainties and other factors which may cause actual results, performance or events to be materially different from those expressed or implied by such forward-looking statements. Those risks include the interpretation of drill results; the geology, grade and continuity of mineral deposits; the possibility that future exploration, development or mining results will not be consistent with our expectations; commodity and currency price fluctuation; failure to obtain adequate financing; regulatory, recovery rates, refinery costs, and other relevant conversion factors, permitting and licensing risks; general market and mining exploration risks and production and economic risks related to design and engineering, manufacturing, technological processes and test procedures and the risk that the project's output will not be salable at a price that will cover the project's operating and maintenance costs. Forward-looking statements should not be construed as investment advice. Readers should conduct a detailed, independent investigation and analysis of the Company and are encouraged to seek independent professional advice before making any investment decision. Accordingly, readers should not place undue reliance on any forward-looking statement. Except as required by applicable securities laws, the Company disclaims any obligation to update or revise any forward-looking statements to reflect events or changes in circumstances that occur after the date hereof.
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February 12 2025 — Element79 Gold Corp. (CSE: ELEM, FSE: 7YS0, OTC: ELMGF) (the "Company" or "Element79") is pleased to announce that it has entered into a new Investment and Advisory Agreement with Crescita Capital LLC ("Crescita"), effective February 7, 2025 . This strategic agreement includes a CDN $5 million equity drawdown facility and advisory services aimed at accelerating the Company's growth and enhancing its operational and financial objectives.
Key Highlights of the Agreement:
1. CDN $5 Million Equity Drawdown Facility:
Crescita has committed to providing Element79 with a non-revolving equity drawdown facility of up to CDN $5 million. This funding mechanism will allow Element79 to access capital in tranches during a defined commitment period. Proceeds are expected to support the Company's ongoing exploration, mine development activities, and other corporate initiatives.
Per the terms of the Agreement, on signing, Element79 is to issue 10,000,000 Common Shares (Fee Shares); and 62,500 Common Shares (Initial Consulting Fee Shares) at a deemed value of CAD $0.04 per Common Share; plus 2,939,965 Fee Warrants to Crescita Capital LLC. The Fee Warrants are exercisable for 5 years from the date of issuance with a Warrant Adjusted Exercise Price equal to the greater of (i) the VWAP of the Common Shares during the Warrant Exercise Price Adjustment Period, and (ii) the Exchange Minimum Price at the time the Warrants were originally issued, in any case, subject to the applicable Listing Rules.
2. Strategic Advisory Services:
Crescita will deliver tailored advisory services to Element79, including guidance on business development, strategic mergers and acquisitions, and capital markets strategies. These services are designed to support Element79's efforts to unlock value across its portfolio of mining assets and drive sustainable growth.
3. Aligned Interests and Growth Focus:
Crescita has been an investor in Element79 Gold Corp's growth and development since 2021. This new Agreement reflects Crescita's confidence in Element79's vision and new mine development-focused strategy. In addition to providing funding, Crescita's extensive expertise in project development, financing, global capital markets and corporate strategy is expected to be a key driver in advancing Element79's operational goals.
James Tworek, Chief Executive Officer of Element79 Gold, commented:
"Crescita Capital LLC has been a key funding partner of ELEM since our IPO, having invested over $7.2M in Element79 over that time period, and this new capitalization and consulting agreement reflects our mutually-entrenched investment in the company's business strategy and growth focus for the future. This agreement not only secures the financial resources needed to advance our exploration and development projects but also brings valuable strategic advisory capabilities, highlighting that in the past we have built a strong company together and are looking at developing sustainable success together through the new, focused phase of corporate development. With this new financial facility in place as a strategic tool in our strategic toolkit, we are well-positioned to accelerate our growth trajectory and deliver on our commitments to shareholders."
About Element79 Gold Corp.
Element79 Gold is a publicly traded mining company focused on developing its portfolio of high-grade gold and silver assets. Its flagship project, the Lucero mine in Arequipa, Peru, is a past-producing property with significant resource potential. The Company also holds several exploration projects along Nevada's Battle Mountain trend, a region renowned for prolific gold production. Additionally, Element79 has recently transferred its Dale Property in Ontario to its subsidiary, Synergy Metals Corp., as part of a spin-out process.
Crescita Capital LLC, headquartered in the UAE, specializes in providing strategic investments and advisory services to mining and exploration companies. Crescita focuses on enabling companies to optimize their financial strategies, advance resource development projects, and achieve their long-term goals.
For more information, please contact:
James C. Tworek
Chief Executive Officer
E-mail: jt@element79.gold
Investor Relations Department
Phone: +1.403.850.8050
E-mail: investors@element79.gold
For further updates on Element79 Gold Corp., visit www.element79.gold .
Copyright (c) 2025 TheNewswire - All rights reserved.
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Vancouver TheNewswire January 30, 2025 Element79 Gold Corp. (CSE:ELEM) (OTC:ELMGF) (FSE:7YS) ("Element79 Gold", the "Company") is providing a series of corporate updates regarding the multiple initiatives is has underway, including:
Bi-Weekly MCTO Status Update
Lucero Project, Community Update
Clover Project Status Update
Update on Synergy Metals Corp Plan of Arrangement Spin Out Transaction
Bi-Weekly MCTO Status Update
a biweekly default status update in accordance with National Policy 12-203 – Management Cease Trade Orders ("NP 12-203").
In a press release dated January 2 nd , 2025 and further advised on the 16 th , the Company announced (the "Default Announcement") that it submitted an application to the British Columbia Securities Commission (the "BCSC"), the Company's principal regulator, for a management cease trade order ("MCTO") in connection with the Company's delay in filing its audited annual financial statements for the year ended August 31, 2024, and the management's discussion and analysis and related CEO and CFO certificates for the period (collectively, the "Required Documents") which were required to be filed on or before December 30, 2024.
The MCTO was issued by the BCSC on January 2, 2025. It prevents the Company's Chief Executive Officer and Chief Financial Officer from trading in the Company's securities but does not affect the ability of other shareholders, including the public, to trade in the securities of the Company. The MCTO remains in effect until the Company files the Required Documents and the BCSC's Executive Director has revoked the MCTO. The Company continues to work diligently with its auditors and expects to file the Filings as soon as possible and in any event no later than February 28, 2025, as is required for compliance with the BCSC MCTO order.
The Company confirms that since the date of the Default Announcement: (a) there has been no material change to the information set out in the Default Announcement that has not been generally disclosed; (b) there has been no failure by the Company in fulfilling its stated intentions with respect to satisfying the provisions of the alternative information guidelines set out in NP 12-203; (c) there has not been, nor is there anticipated to be, any specified default subsequent to the default which is the subject of the Default Announcement; and (d) there is no other material information concerning the affairs of the Company that has not been generally disclosed.
The Company confirms that it will continue to satisfy the provisions of the alternative information guidelines under NP 12-203 by issuing bi-weekly default status reports in the form of news releases for so long as it remains delayed in filing the Required Documents.
Lucero Project, Community Update
The Element79 Gold Corp team remains committed to strengthening its relationship with the communities that form up the greater Chachas region (the "Community"), earning its role as a trusted ally through promoting mutual development of the Lucero mine project and the Community as a whole. Building up to the end of 2024, after receiving approval from the Community at large on October 6 in the Huarocopalca annex, the Company previously presented in writing agreements that await a counterproposal from the Community. The Company awaits receipt of the counterproposal prior to the upcoming April General Assembly, allowing time to understand and further discuss the objective of obtaining long-term surface rights authorization to commence exploration and mining activities at that meeting.
Additionally, the Company is waiting for further data from the Lomas Doradas (local artisanal mining) Association regarding the sixty-five (65) REINFOS that Element79 us willing to support in their formalization process within the Company's mining concessions at Lucero.
The Community has an upcoming annual anniversary on February 14 th , wherein it has requested a modest donation from the Company to help support the costs of the celebration. As part of Element79's Social Responsibility policy, we are fully committed to supporting the community's traditions and customs through donations that are reciprocated, allowing in exchange, an interim 7-day period surface access to the mining concessions with trained personnel, extraneous to other long-term contract negotiation, as soon as possible in 2025. Simliar to 2023 campaigns, this access period would grant the Company access to conduct water and soil sampling, mine data collection, and verification of coordinate points, which are necessary to formalize mining contracts for Lomas Doradas members and to advance the REINFO formalization process.
Clover Project Update
The Company updates that it has just received a notice from the United States Department of the Interior Bureau of Land Management ("BLM") stating that various claims, previously referred to as the Clover project (the "Clover Project") in Elko County, Nevada, have been forfeited by the Company and it has also learned through its own research that the claims have been over-staked by a third-party. Since acquiring the Clover project, the Company had made various site visits and had been working with other areas of the BLM relative to bonding, historical environmental work and drilling permitting, as well as had made payments to maintain the Clover Project's status prior to the BLM annual deadline. The Company believes its claim was cancelled incorrectly and it is reviewing any and all remedies to challenging this decision with the Interior Board of Land Appeals.
Update on Synergy Metals Corp Plan of Arrangement Spin-Out Transaction
The Company has received a closing agenda from its counsel and as the signing of the transaction documentation as reported on January 13, 2025, it is both preparing updated financial reporting documents for Synergy Metals Corp and awaiting updated financial documents from amalgamator company, 1425957 BC Ltd. to complete the submission package to the BC Courts and BCSC for approvals. Further updates on this progress will be provided in due course through the completion of the Plan of Arrangement transaction.
About Element79 Gold Corp.
Element79 Gold is a mining company actively exploring and developing its portfolio of assets, including the high-grade, past-producing Lucero project in Arequipa, Peru, and properties along the Battle Mountain Trend in Nevada. The Company also holds an option to acquire the Dale Property in Ontario and is advancing the plan of arrangement spin-out process for its majority owned subsidiary, Synergy Metals Corp.
For further details on this announcement and the Company's projects, please visit www.element79.gold
Contact Information
For corporate matters, please contact:
James C. Tworek, Chief Executive Officer
E-mail: jt@element79.gold
For investor relations inquiries, please contact:
Investor Relations Department
Phone: +1.403.850.8050
E-mail: investors@element79.gold
Cautionary Note Regarding Forward Looking Statements
This press contains "forward‐looking information" and "forward-looking statements" under applicable securities laws (collectively, "forward‐looking statements"). These statements relate to future events or the Company's future performance, business prospects or opportunities that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management made considering management's experience and perception of historical trends, current conditions and expected future developments. Forward-looking statements include, but are not limited to, statements with respect to: the completion of the Spin-Out Arrangement, the completion of the Amalgamation, the completion of the Concurrent Financing, the Company's business strategy; future planning processes; exploration activities; the timing and result of exploration activities; capital projects and exploration activities and the possible results thereof; acquisition opportunities; and the impact of acquisitions, if any, on the Company. Assumptions may prove to be incorrect and actual results may differ materially from those anticipated. Consequently, forward-looking statements cannot be guaranteed. As such, investors are cautioned not to place undue reliance upon forward-looking statements as there can be no assurance that the plans, assumptions or expectations upon which they are placed will occur. All statements other than statements of historical fact may be forward‐looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives or future events or performance (often, but not always, using words or phrases such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "forecast", "potential", "target", "intend", "could", "might", "should", "believe" and similar expressions) are not statements of historical fact and may be "forward‐looking statements".
Neither the Canadian Securities Exchange nor the Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
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VANCOUVER, BC T heNewswire January 13, 2025 Element79 Gold Corp. (CSE: ELEM) (OTC: ELMGF) (FSE: 7YS) ("Element79", or the "Company") is excited to announce that, in connection with its proposed spin out transaction, it has entered an arrangement agreement dated January 10, 2025 (the " Arrangement Agreement "), with its majority owned subsidiary, Synergy Metals Corp. (" Synergy "), and that it has also entered into a merger agreement dated January 10, 2025 (the " Merger Agreement "), with Synergy, Synergy's wholly owned subsidiary, 1515041 B.C. Ltd. (" Synergy SubCo "), and 1425957 B.C. Ltd. (" 142 "), as further described below.
Arrangement
On July 17, 2023, the Company transferred all rights and data related to the " Dale Property ", being 90 unpatented mining claims located approximately 100 km southwest of Timmins, Ontario, to its newly incorporated subsidiary, Synergy. In exchange for this transfer, the Company was issued 2,000,000 Class "A" common voting shares in the capital of Synergy (" Synergy Shares ").
In anticipation of the reverse takeover of Synergy by 142 under the Merger Agreement, described below, the Arrangement Agreement has been entered by the Company, whereby 1,000,000 of the 2,000,000 Synergy Shares held by the Company will be distributed to the shareholders of the Company (the " Company Shareholders ") on a pro-rata basis (the " Spin-Out Arrangement "). In consideration for administrative support provided by the Company in connection with the arrangement transaction and Synergy's proposed subsequent application to list on the Canadian Securities Exchange and pursuant to the Arrangement Agreement, Synergy will issue an additional 10,000 Synergy Shares to the Company, which will also be distributed to the Company Shareholders as part of the Spin-Out Arrangement. The Spin-Out Arrangement will be a court ordered arrangement under the Business Corporations Act (British Columbia), and will be subject to approval by the Company Shareholders, as well as the British Columbia Supreme Court. It is anticipated that the Company will publish and distribute an information circular in respect of the meeting of the Company Shareholders to be held to vote on the Spin-Out Arrangement.
The Company currently holds approximately 60.24% of the Synergy Shares, excluding the 10,000 Synergy Shares to be issued to the Company under the Arrangement Agreement, and following the completion of the proposed Spin-Out Arrangement the Company is anticipated to hold approximately 30.03% of the Synergy Shares, while the Company Shareholders will hold approximately 30.33% of the Synergy Shares.
Merger
Subsequent to the Spin-Out Arrangement, Synergy proposes to acquire all of the issued and outstanding common shares in the capital of 142 (" 142 Shares ") in exchange for an equivalent number of Synergy Shares by way of a three cornered amalgamation whereby Synergy SubCo and 142 will amalgamate under the provisions of the Business Corporations Act (British Columbia) (the " Amalgamation ") to continue as one corporation pursuant to the terms of the Merger Agreement. As consideration for the 142 Shares, shareholders of the 142 Shares (" 142 Shareholders ") will receive, pursuant to the Merger Agreement, one Synergy Share for each 142 Share held.
Following completion of the Amalgamation under the Merger Agreement, the issued and outstanding Synergy Shares will be held (i) approximately 86.35% by the former 142 Shareholders (excluding participants in the Concurrent Financing (defined herein)), (ii) approximately 4.02% by the Company Shareholders, (iii) approximately 3.98% by the Company (iv) approximately 5.25% by other existing holders of Synergy Shares, and (v) 0.40% by participants in the Concurrent Financing. As such, the Amalgamation will constitute a reverse take over of Synergy by 142. Holders of warrants to purchase 142 Shares (" 142 Warrants ") will also receive one replacement warrant to purchase a Synergy Share for each 142 Warrant held. There are currently 21,000,000 142 Warrants outstanding.
The Amalgamation will be subject to approval by the 142 Shareholders, as well as Synergy (being the sole shareholder of Synergy SubCo). The Amalgamation's closing will also be subject to 142's completion of a private placement of 100,000 142 Shares at a price of $0.10 per 142 Share for gross proceeds of a minimum of $10,000, or an amount otherwise agreed by Synergy and 142 (the " Concurrent Financing "). Upon completion of the Amalgamation, Synergy intends to make an application that the Synergy Shares be listed and posted for trading on the Canadian Securities Exchange.
The Company is expected to hold 1,000,000 Synergy Shares after the Amalgamation, all of which will be subject to escrow on the same terms of as insiders of Synergy after the Amalgamation.
Together, the Spin-Out Arrangement and the Amalgamation are intended to effect a reorganization of the Company's current business into two separate corporate entities. The Company will maintain its business as a gold exploration company with the objective of exploring and ultimately developing gold projects in Peru and the USA, while Synergy will be an exploration Company focused on the Dale Property.
About Element79 Gold Corp.
Element79 Gold is a mining company actively exploring and developing its portfolio of assets, including the high-grade, past-producing Lucero project in Arequipa, Peru, and properties along the Battle Mountain Trend in Nevada. The Company also holds an option to acquire the Dale Property in Ontario and is advancing the plan of arrangement spin-out process for its majority owned subsidiary, Synergy Metals Corp.
For further details on this announcement and the Company's projects, please visit www.element79.gold
Contact Information
For corporate matters, please contact:
James C. Tworek, Chief Executive Officer
E-mail: jt@element79.gold
For investor relations inquiries, please contact:
Investor Relations Department
Phone: +1.403.850.8050
E-mail: investors@element79.gold
Cautionary Note Regarding Forward Looking Statements
This press contains "forward ‐ looking information" and "forward-looking statements" under applicable securities laws (collectively, "forward ‐ looking statements"). These statements relate to future events or the Company's future performance, business prospects or opportunities that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management made considering management's experience and perception of historical trends, current conditions and expected future developments. Forward-looking statements include, but are not limited to, statements with respect to: the completion of the Spin-Out Arrangement, the completion of the Amalgamation, the completion of the Concurrent Financing, the Company's business strategy; future planning processes; exploration activities; the timing and result of exploration activities; capital projects and exploration activities and the possible results thereof; acquisition opportunities; and the impact of acquisitions, if any, on the Company. Assumptions may prove to be incorrect and actual results may differ materially from those anticipated. Consequently, forward-looking statements cannot be guaranteed. As such, investors are cautioned not to place undue reliance upon forward-looking statements as there can be no assurance that the plans, assumptions or expectations upon which they are placed will occur. All statements other than statements of historical fact may be forward ‐ looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives or future events or performance (often, but not always, using words or phrases such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "forecast", "potential", "target", "intend", "could", "might", "should", "believe" and similar expressions) are not statements of historical fact and may be "forward ‐ looking statements". \
Neither the Canadian Securities Exchange nor the Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
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HIGHLIGHTS
The program is focused on the most northern section of the Kiabye licence (E59/2893), which is one of the four exploration licenses that make up the project area. This straddles the Kiabye Greenstone Belt in the Yilgarn‘s Murchison Domain, southeast of Mount Magnet. The survey will total 10km2 and will be split into three areas of focus, based on priority (see Figure 1).
The program is expected to take 12 days, with coverage to depend on the rate of surveying, across both magnetics and pXRF assay follow-up. This will assist the Company in defining the three target areas, based on sample results (see Figure 2). A summary of each area is as follows:
Significance of Gold-in soils
In consideration of the highly diluting soil profile in the area, any soil sample with ≥20ppB Au is considered anomalous therefore Area 2 and 3 contain several areas with anomalous gold-in-soils.
Ground Magnetic Survey
The Red Mountain Mining team and contractors will conduct the geophysical survey initially at 100m east - west line spacing and 20m reading intervals. The data will be processed and interpreted in the field and where structures of interest are identifying these areas will be infilled to 50m line spacing. The main targets for gold mineralisation include shear zones and faults interpreted in the data. The surveys will collect data from 110 to 213-line kilometers depending on the number of infill lines conducted.
Figure 1: Three priority survey areas in the North of the Kiabye Project.
Figure 2: Planned ground survey areas and thematic soil and lag sample results highlighting anomalous gold-in -soil areas.
Project background:
The Kiabye gold project is located in WA and covers a strike length of 23km² of the greenstone belt (Figure 3) with less than half covered by exploration samples from historical explorers and only around 7% having been covered by prior holders.
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This article includes content from Red Mountain Mining, licensed for the purpose of publishing on Investing News Australia. This article does not constitute financial product advice. It is your responsibility to perform proper due diligence before acting upon any information provided here. Please refer to our full disclaimer here.
Lahontan Gold is on track to become a leading gold developer in Nevada’s Walker Lane district, presenting a compelling investment opportunity by combining a high-quality resource base with a clear path to production in Nevada’s premier mining jurisdiction — all in a rising gold price environment.
Lahontan Gold (TSXV:LG,OTCQB:LGCXF) is focused on advancing its portfolio of high-quality gold and silver projects in Nevada. The company’s flagship Santa Fe mine was a past producer that operated from 1988 to 1992, yielding 356,000 ounces of gold and 784,000 ounces of silver. Lahontan aims to unlock the mine’s full potential by expanding its resources and pushing forward on permitting.
The company recently completed a robust preliminary economic assessment( PEA) outlining a clear pathway to production. Permitting efforts are progressing with the Bureau of Land Management, and Lahontan anticipates being in a position to break ground by 2026.
Additionally, strategic drilling campaigns are planned to further expand the existing resource base.
The company's strategy to unlock shareholder value is to advance the Santa Fe mine toward production by derisking the project through permitting and feasibility studies, while optimizing heap leach processing for maximum recoveries and economic efficiency. Concurrently, it is unlocking value from satellite deposits, including West Santa Fe, which has high-grade oxide potential, and Moho, an early-stage project with promising historic gold and silver intercepts.
Positioned as a low-cost developer in a top-tier jurisdiction, the company maintains strong institutional support with minimal dilution risk, ensuring capital efficiency and sustainable growth.
The Santa Fe mine, located in Mineral County, Nevada, spans 26.4 sq km and represents Lahontan Gold’s flagship development project. With an updated mineral resource estimate of 1.95 Moz gold equivalent, the project hosts multiple oxide and sulfide zones that remain open for expansion.
Historical production from the Santa Fe mine yielded 356,000 oz gold and 784,000 oz silver from an open-pit heap leach operation. Modern exploration and metallurgical testing have identified additional high-grade mineralization that could support an expanded operation.
The recently completed PEA indicates strong economic potential, with favorable heap leach recoveries and low operating costs. Lahontan is actively working with the Bureau of Land Management to advance the permitting process, with the goal of achieving production readiness by 2026.
The West Santa Fe project, situated just 13 km from the Santa Fe mine, is a highly prospective satellite project that could serve as an extension of the main operation. Historic drill data suggest the presence of a shallow oxide deposit, with early resource modeling indicating a potential gold equivalent resource of 0.5 to 1 Moz.
West Santa Fe’s excellent resource growth potential
Lahontan is preparing for an extensive drill program in 2025 to validate and expand this resource. Geophysical surveys and geochemical sampling have identified strong structural controls on mineralization, further supporting the potential for economic extraction. Given its proximity to Santa Fe, West Santa Fe offers a compelling low-cost, high-margin opportunity for future production.
The Moho project is another 100 percent owned asset within the Walker Lane district in Nevada, presenting a longer-term growth opportunity for Lahontan. The project is characterized by historic high-grade gold and silver intercepts from past drilling, with reported grades exceeding 20 g/t gold and 300 g/t silver. Initial exploration has confirmed the presence of oxidized tertiary epithermal vein systems, which are ideal for conventional heap leach processing. Core drilling in 2019 further validated the high-grade nature of Moho’s mineralization, with significant intercepts occurring at relatively shallow depths. Lahontan plans to conduct additional exploration drilling to refine resource estimates and assess potential economic viability.
Kimberly Ann is a mining executive who has founded multiple junior mining companies and served in a variety of senior executive positions including CEO, president, CFO and board member. In the past 12 years, she has raised over $210 million in project financing and collaborated on three junior mining M&A projects. While at Prodigy Gold, she was responsible for all aspects of the company’s corporate communication program, facilitating equity financings, generating analyst coverage, and participating in key aspects of corporate M&A leading to the $340 million buyout of Prodigy by Argonaut Gold. Kimberly was CFO and VP corporate development at PPX Mining, successfully bringing the high-grade Callanquitas gold-silver underground mine into production in Northern Peru. In 2017, she founded Latin America Resource Group, building Jasperoide from two small concessions into a 57 sq km strategic project in the heart of Peru’s most prolific copper-gold mineralized belt. In 2020, LARG merged with Carube Copper to create C3 Metals, setting the stage for value creation throughout C3’s project portfolio.
Brian Maher is an economic geologist with over 45 years of experience in the international mining and exploration industry. Prior to Lahontan, Maher was the president, CEO and director of Prodigy Gold, where he guided the company through a period of expansive growth, exploring and developing the 6.6 Moz Magino gold deposit in northern Ontario, culminating in the $341 million acquisition of Prodigy Gold by Argonaut Gold in 2012. In 1982, he began a 16-year career with ASARCO, exploring for gold and copper deposits in a variety of geologic environments throughout North and South America. From 1998 and 2004, he was project manager for Metallic Ventures Gold, supervising underground and surface exploration, mine development and operations at an underground gold mine in Nevada.
John McNeice is a chartered professional accountant registered in Ontario, Canada, with over 30 years of experience in public company reporting, financial management, accounting and audit. Currently McNeice is the CFO of Gold79 Mines (TSXV:AUU), C3 Metals (TSXV:CCCM) and Northern Graphite (TSXV:NGC), where he is responsible for financial and regulatory reporting as well as day-to-day financial management. He has held CFO roles in seven public resource companies over the past 17 years and has overseen IPOs, RTOs and many quarterly, annual and periodic public company filings. From 2004 to 2007, McNeice was CFO of Ur-Energy, a uranium exploration and development company now a US-based producer of uranium. During his tenure, Ur-Energy raised an aggregate of $150 million in a series of private placements, the IPO and several significant secondary financings.
Chris Donaldson is an experienced executive with a 25-year track record of raising funds and building out new investment channels for both public and private companies. He is the CEO and director of Valkea Resources (TSXV:OZ), CEO and executive chairman of TinOne Resources (TSXV:TORC), and a non-executive director of Vizsla Copper (TSXV:VCU). From 2013 to 2020, Donaldson held the dual role of director, corporate development with Western Copper and Gold (TSX:WRN,NYSE:WRN) as well as director, corporate development and Community with Casino Mining Corporation. He holds a Bachelor of Arts in Economics from the University of Western Ontario.
Josh Serfass is the executive vice-president of corporate development and investor relations at Integra Resources. Previously, he was the manager of corporate communications at Integra Gold. He was a key member of the team at Integra Gold that grew, developed and sold the past producing Lamaque mine in Val-dOr, Québec to Eldorado Gold for C$590 million in 2017. Committed to thinking differently about mining, Serfass worked with the team at Integra Gold to host the 2016 Integra Gold Rush Challenge and the 2017 #DisruptMining Challenge, initiatives that encouraged innovation and technology disruption in the mining industry.
Currently, executive VP, corporate development and CFO at NevGold, Bob McKnight is a geological engineer and mining executive with over 40 years of experience in copper, gold, base metals, coal and potash. Directly involved in over $1.5 billion in project debt, equity, stream financings and M&A transactions, he was an executive VP and CFO at Nevada Copper arranging over $500 million in debt, equity and metal stream financings to develop the Pumpkin Hollow copper mine. He was also CFO and VP at Expatriate Resources, which spun out Stratagold, Yukon Zinc and Selwyn Resources. In 2004, Stratagold acquired what is now Victoria Gold’s Eagle deposit from a subsidiary of Vedanta for $6 million cash and 5 million Stratagold shares.
Castle Minerals (ASX:CDT) is dedicated to advancing its Kpali and Kandia gold projects in Ghana’s Upper West region, a significantly under-explored yet highly prospective geological setting within the West African gold belt. The company is committed to identifying, exploring, and developing economically viable gold deposits by leveraging the region’s rich mineral endowment and proven mining history.
Castle’s portfolio is anchored by its flagship Kpali and Kandia gold projects, both demonstrating significant potential for resource expansion and economic development. Castle aims to delineate and grow its resource base, positioning itself as a key player in Ghana’s emerging gold sector. The company’s dedication to sustainable exploration practices and strong community partnerships further strengthens its ability to operate effectively and responsibly in the region.
The Kpali gold project, a key focus of Castle Minerals, is located 30 km west of Sawla in Ghana’s Upper West region. It includes the Kpali and Bundi prospects within the 170 sq km Degbiwu prospecting license (PL 10/26), surrounded by the 1,033 sq km Gbiniyiri retention license (RL 8/27). The licenses’ western boundaries follow the Black Volta River, bordering Burkina Faso.
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Castle Minerals is a compelling investment opportunity, underlined by its 100 percent ownership of two high-potential gold projects, a seasoned management team with a track record of success, and a strategic location near multi-million-ounce gold deposits.
Castle Minerals (ASX:CDT) is an Australia-based exploration company dedicated to advancing high-value gold projects in Ghana, West Africa. The company holds a 100 percent interest in a highly strategic 2,686 sq. km land package within Ghana’s Upper West region, a significantly under-explored yet highly prospective geological setting within the West African gold belt.
Castle Minerals’ core mission is to identify, explore and develop economically viable gold deposits, leveraging the region’s rich mineralization and proven mining history. The company's management team brings extensive experience and a strong track record of successful discoveries, ensuring that exploration efforts are guided by industry-leading expertise and strategic execution.
Castle’s portfolio is centered around its flagship Kpali and Kandia gold projects, both of which exhibit strong potential for resource expansion and economic development. These projects are situated within prolific gold-bearing structures and have demonstrated high-grade mineralization through extensive exploration efforts. With a focus on systematic exploration, the company aims to delineate and expand resources while positioning itself as a leading player in Ghana’s growing gold industry. Castle’s commitment to sustainable exploration practices and strong community engagement further enhances its ability to operate effectively in the region.
The Kpali gold project, a cornerstone of Castle Minerals' exploration efforts, is strategically located approximately 30 kilometers west of the regional town of Sawla in Ghana's Upper West region. Encompassing the Kpali and Bundi prospects, along with several satellite discoveries, the project area lies within the 170 sq km Degbiwu prospecting license (PL 10/26), which is encircled by the 1,033 sq km Gbiniyiri retention license (RL 8/27). Notably, the western boundaries of these licenses are delineated by the Black Volta River, marking the border with Burkina Faso.
Geologically, Kpali is situated at the convergence of two significant greenstone belts — the Bole-Bolgatanga and Wa-Lawra/Boromo belts — and three regional-scale structures. This unique positioning is associated with several major Birimian-hosted gold deposits in the region, enhancing the project's potential for substantial gold mineralization.
Recent exploration activities have yielded promising results. In February 2025, an eight-hole reverse circulation (RC) drilling program intersected shallow, high-grade mineralization in all holes. Notable intercepts include 12 meters at 8.29 grams per ton (g/t) gold from 25 meters, including 6 meters at 11.60 g/t gold from 31 meters, with a peak 1-meter intercept of 20.43 g/t gold at 36 meters. These findings have significantly upgraded the status of the Kpali gold prospect, suggesting the presence of multiple sub-parallel lodes with high-grade gold mineralization.
The broader district encompassing Kpali contains several other high-conviction prospects, reinforcing its potential as an emerging new exploration frontier. Castle Minerals plans to undertake further drilling programs, including step-out drilling, to delineate the extent of mineralization and assess the project's viability for future development.
In summary, the Kpali Gold Project's strategic location, favorable geology, and recent high-grade drilling results position it as a significant asset within Castle Minerals' portfolio, with the potential to evolve into a major gold production site in Ghana.
The Kandia gold project is situated in Ghana's Upper West Region. Discovered in 2010 during reconnaissance field mapping, the project encompasses a 16-kilometer-long corridor along a significant granite-sediment contact within Birimian greenstone terrain. This geological setting is known for hosting substantial gold mineralization, with the Kandia prospect itself identified through previously unknown artisanal workings spread over approximately 600 meters of strike.
Initial exploration efforts included extensive soil sampling, airborne geophysical surveys and RC drilling, totaling 264 holes over 19,541 meters. These activities led to the identification of two primary mineralized zones: the "4,000 Zone" and the "8,000 Zone."
Strategically, the Kandia project benefits from its proximity to major gold deposits. The 5.1-million-ounce Namdini gold project lies to the northeast on the same Bole-Bolgatanga greenstone belt, while the 2.8-million-ounce Black Volta gold project's Julie deposit is immediately along strike from the Kandia mineralized trend. This favorable location enhances Kandia's economic attractiveness and potential for development synergies.
Future exploration plans for Kandia involve extensional drilling at the "4,000 Zone" and targeted drilling in other areas with historically wide-spaced shallow drilling, such as the "8,000 Zone," where artisanal mining activities are also present. The primary objective is to delineate multiple near-surface, open-pitable deposits along the 16-kilometer prospective contact, advancing the project toward potential development.
Stephen Stone has more than 30 years of experience in mining and exploration. As the former managing director of Azumah Resources, he led the discovery of a 2.5 Moz gold resource and 1.2 Moz ore reserve at the Wa gold project His expertise in West African gold exploration and project development is instrumental in guiding Castle’s strategic direction.
Matthew Horgan brings a strong background in engineering, business development, and investor relations. His experience in strategic corporate growth and resource sector financing supports Castle’s development initiatives.
James Guy is a geologist with extensive expertise in mining and exploration, specializing in gold and base metals projects across Africa and Australia. He has held senior executive positions with several ASX listed junior resources companies and with banking group, NR Rothschild & Sons. He is currently principal of James Guy & Associates
David Renner has a strong track record in operations and corporate strategy for resource development. He is a key contributor to advancing the Kambale graphite project.
Hecto Nyinaku focuses on administration, finance and logistics within the mining industry. His strong networks in Ghana’s resource sector provide valuable operational support.
George Asomoah Boadu has extensive field experience in Ghana’s gold and graphite exploration projects. His expertise is integral to defining Castle’s resource base and implementing effective exploration strategies.
