Element79 Announces Proposed Spin Out and Merger

(TheNewswire)

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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Element79 Announces Extension to Proposed Spin Out and Merger

VANCOUVER, BC TheNewswire - May 1, 2025 Element79 Gold Corp. (CSE: ELEM) (OTC: ELMGF) (FSE: 7YS) ("Element79", or the "Company") announces that, in connection with its previously announced proposed arrangement transaction with Synergy Metals Corp. (" Synergy ") pursuant to an arrangement agreement dated January 10, 2025 (the " Arrangement Agreement "), it has entered an amending agreement dated April 30, 2025, to extend the proposed deadline for completion of the transactions contemplated by the Arrangement Agreement to August 31, 2025.

The Company also announces that, in connection with the previously announced amalgamation anticipated to follow such arrangement pursuant to a merger agreement dated January 10, 2025 (the " Merger Agreement "), between Synergy, Synergy's wholly owned subsidiary, 1515041 B.C. Ltd. (" Synergy SubCo " ) , and 1425957 B.C. Ltd. (" 142 "), it has entered an amending agreement dated April 30, 2025, to extend outside date for completion of the transactions contemplated by the Merger Agreement to August 31, 2025.

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Element79 Gold Corp Provides Update on Social Management and Community Engagement for the Minas Lucero Project

(TheNewswire)

Vancouver, British Columbia TheNewswire - March 11, 2024 Element79 Gold Corp. (CSE: ELEM | FSE: 7YS0 | OTC: ELMGF) is pleased to provide an update on the latest social management initiatives, community engagement and ongoing efforts for its Minas Lucero Project in the Arequipa region of Peru.

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Blackrock Drills 4.2m of 700 g/t AgEq and Reports Multiple +1 kg/t AgEq Intercepts at Tonopah West

M&I Conversion Program Drilling Continues to Expand and Confirm Continuity of High-Grade Gold and Silver Mineralization in the Shallowest Portion of the M&I Conversion Area

HIGHLIGHTS:

TXC25-138 returned multiple broad zones of high-grade silver and gold mineralization spanning from 230.4 metres to 241.86 metres down hole, including:
- 4.24 metres grading 700 grams per tonne (g/t) silver equivalent (AgEq) (Ag/Au ratio 90:1) (378.5 g/t silver (Ag) and 3.57 g/t gold (Au)) from 230 metres down hole, including 0.31 metres grading 3,182 g/t AgEq (1,805.0 g/t Ag and 15.27 g/t Au); and
- 5.18 metres grading 556 gt/ AgEq (328.2 g/t Ag and 2.53 g/t Au) from 236.68 metres, which included intervals of 3,340 g/t AgEq (1,987 g/t Ag and15.0 g/t Au) over 0.31 metres and 1,714 g/t AgEq (1,037.0 g/t Ag and 7.51 g/t Au) over 0.61 metres respectively.
There are ten drillholes with pending assays from the M&I Conversion Program, and seven drillholes are pending assays from the Resource Expansion program.
Modelling of the M&I Conversion Program drillholes is now underway, with an updated mineral resource estimate on track for Q3, 2025.

Blackrock Silver Corp. (TSXV: BRC) (OTCQX: BKRRF) (FSE: AHZ0) ("Blackrock" or the "Company") announces additional high-grade silver and gold drill intercepts from the M&I Conversion Program (as defined herein) at its 100% owned Tonopah West project ("Tonopah West") located in Nye and Esmeralda Counties, Nevada, United States.

The Company is currently in the process of completing its in-fill drilling program at Tonopah West which commenced in mid-July 2024 and consists of 62 drillholes within the shallow southern portion of the Bermuda-Merten vein group ("DPB South") resource area (the "M&I Conversion Area") with a goal to convert up to 1.0-million tonnes of material from inferred mineral resources to measured and indicated mineral resources (the "M&I Conversion Program"). The M&I Conversion Area represents the initial years of production based on the mine plan laid out in the Company's Preliminary Economic Assessment on Tonopah West (see September 4, 2024 news release).

Andrew Pollard, the Company's President and Chief Executive Officer, stated: "Additional results from our M&I Conversion Program continue to validate our model, supporting mineral continuity as we track and define the geometry of the high-grade shoots within the vein system. Today's results, coupled with results previously announced from this same program, highlight that broader intercepts are associated with higher-than-average grades which should be beneficial in delineating high-grade tonnes. The broad zones of high-grade mineralization encountered in drillhole TXC-138 are a standout for us, as at a composite of 11.46 metres of 514 g/t AgEq (290 g/t Ag & 2.48 g/t Au), this is thickest (composite) zone we've drilled throughout the district outside of the historic Victor mine. As we await the final assays from the M&I Conversion Program, modelling has begun for our upcoming mineral resource update on Tonopah West, currently on track for Q3, 2025."

Table 1: Tonopah West Assay Intercepts using 150 g/t AgEq cut off

Drillhole ID	Hole Type	Program	From (m)	To (m)	Drill Interval (m)	Ag g/t	Au g/t	AgEq g/t
TXC25-125	RC/Core	M&I Conversion	327.97	329.31	1.34	118.21	1.336	238.73
Including			328.27	328.58	0.31	432.00	4.900	874.03
TXC25-126	RC/Core	M&I Conversion	319.61	320.22	0.61	247.80	2.554	478.20
Including			319.92	320.22	0.31	421.00	4.380	816.12
TXC25-127	RC/Core	M&I Conversion	230.22	230.73	0.52	66.14	0.964	153.10
TXC25-128	RC/Core	M&I Conversion	300.81	302.21	1.40	244.83	2.070	431.56
TXC25-128	RC/Core	M&I Conversion	348.14	348.75	0.61	300.50	3.030	573.84
TXC25-128	RC/Core	M&I Conversion	427.76	428.46	0.70	129.00	1.360	251.69
TXC25-129	RC/Core	M&I Conversion	307.24	308.15	0.91	155.50	1.322	274.76
TXC25-129	RC/Core	M&I Conversion	323.27	323.88	0.61	65.10	1.140	167.94
TXC25-129	RC/Core	M&I Conversion	344.94	345.55	0.61	237.00	2.520	464.33
TXC25-131	RC/Core	M&I Conversion	319.19	319.80	0.61	292.74	2.480	516.46
Including			319.49	319.80	0.31	584.00	4.940	1,029.64
TXC25-132	RC/Core	M&I Conversion	437.60	438.52	0.92	125.81	1.804	288.55
TXC25-138	RC/Core	M&I Conversion	213.30	213.82	0.52	111.00	0.945	196.25
TXC25-138	RC/Core	M&I Conversion	230.40	234.64	4.24	378.52	3.572	700.75
Including			232.72	233.02	0.31	1,805.00	15.267	3,182.24
TXC25-138	RC/Core	M&I Conversion	236.68	241.86	5.18	328.23	2.528	556.28
Including			238.35	238.66	0.31	1,987.00	15.000	3,340.15
Including			240.03	240.64	0.61	1,037.00	7.510	1,714.48
TXC25-140	RC/Core	M&I Conversion	295.96	296.51	0.55	78.09	1.180	184.54
TXC25-140	RC/Core	M&I Conversion	358.14	358.84	0.70	77.31	0.989	166.53
TXC25-140	RC/Core	M&I Conversion	362.90	363.81	0.91	335.63	3.803	678.70
Including			362.90	363.20	0.30	371.00	4.310	759.81
TXC25-140	RC/Core	M&I Conversion	378.11	380.09	1.98	95.98	1.215	205.59
Including			379.05	380.09	1.04	136.49	1.787	297.70
AgEq = Ag + Au(Factor); where Factor = (Au Price/Ag Price)(Au Recovery/Ag Recovery or Factor=($1900/$23)*(95%/87%)=90.21; True thickness is 90 to 100% of interval thickness based on the modelled vein geometries; Cut-off grade is 150 gpt AgEq; Reverse Circulation (RC)/Core = RC pre-collar with core tail.

As is evident from Table 1, the highest-grade results are associated with thicker intercepts of quartz vein material. This is similar to previous results seen from the M&I Conversion Program where broader intercepts were encountered, such as: TXC24-095 which returned 5.03 metres of 774.5 g/t AgEq (461.5 g/t Ag and 3.47 g/t Au),¹ TXC24-119 which returned 4.69 metres of 714 g/t AgEq (379.0 g/t Ag and 3.72 g/t Au),² and TXC24-122 which cut 5.21 metres of 563 g/t AgEq (3.02 g/t Au and 292 g/t Ag)³ .This combination of high grade and thickness should have a positive impact on the proposed development of the M&I Conversion Area and the scheduled mineral resource update. Modelling of the M&I Conversion Program drillholes has started and an updated mineral resource estimate on Tonopah West is currently scheduled for Q3 2025.

The geometry of the high-grade silver and gold is sizable with high-grade shoots plunging to the northwest within the M&I Conversion Area. These shoots are open to the northwest, east and open down plunge. TXC25-138 shows high-grade shoots have thicker vein intercepts along the axis of the shoot and multiple high-grade intercepts are being returned under the M&I Conversion Program. Allowing for the 3 metres of internal waste, TXC25-138 would have a drill interval of 11.46 metres grading 290.2 g/t Ag and 2.48 g/t Au or 514.3 g/t AgEq. The thickness of this mineralized shoot is approaching those seen in the historic mining at the Victor and Ohio mines where the Victor vein area was 24 metres thick and the Ohio vein area was 15 metres thick⁴.

Figure 1: Tonopah West project showing NI43-101 resource location and expansion potential

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/676/251267_df9b5b7fb4827b2a_001full.jpg

Drillholes TXC25-133, -134, -135, and TXC25-136 returned silver and gold assays below the cutoff grade for Table 1. The drillholes returned silver equivalent grades ranging between 100 and 144 g/t AgEq with silver values ranging between 6 to 71 g/t and gold values between 0.51 and 1.34 g/t. There are ten drillholes (TXC25-137, -139, -141, -142, and TXC25-146 to -TXC25-151) with pending assays from the M&I Conversion Program. In addition, seven drillholes are pending assays from the Company's exploration drill program that is targeting expansion potential across a one kilometre trend of vein corridor linking the Denver-Paymaster and Bermuda-Merten vein groups and the Northwest step out resource area at Tonopah West (the "Resource Expansion Program") (see February 24, 2025 news release).

Figure 2 is a plan map showing the location of all the drillholes in the M&I Conversion Program and highlighting those reported in this news release.

Figure 2: Drillhole location map of the M&I Conversion Program showing drillholes reported in this news release.

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/676/251267_df9b5b7fb4827b2a_002full.jpg

Table 2: Tonopah West Drillhole Location Coordinates (based on GPS readings in the field, Datum UTM, NAD 1927, Zone 11)

Hole ID	Area	Type	UTM_NAD27 East	UTM_NAD27 North	Elevation (m)	Depth (ft)	Depth (m)	Azimuth	Dip
TXC25-125	DPB South	RC/Core	477803.70	4213416.77	1772.86	1177.0	358.7	180	-55
TXC25-126	DPB South	RC/Core	477804.02	4213508.86	1767.74	1377.0	419.7	180	-55
TXC25-127	DPB South	RC/Core	477777.73	4213417.95	1771.99	1002.0	305.4	180	-62
TXC25-128	DPB South	RC/Core	477748.86	4213697.90	1767.22	1559.0	475.2	180	-55
TXC25-129	DPB South	RC/Core	477792.34	4213590.24	1769.09	1398.0	426.1	180	-60
TXC25-130	DPB South	RC/Core	477813.05	4213696.50	1768.97	1332.0	406.0	180	-55
TXC25-131	DPB South	RC/Core	477774.72	4213512.62	1767.17	1312.0	399.9	180	-60
TXC25-132	DPB South	RC/Core	477738.29	4213429.15	1768.79	1532.0	467.0	180	-55
TXC25-133	DPB South	RC/Core	478534.92	4213166.73	1803.79	1160.0	353.6	180	-67
TXC25-134	DPB South	RC/Core	478382.37	4213223.62	1798.88	1256.5	383.0	180	-69
TXC25-135	DPB South	RC/Core	478196.91	4213351.05	1782.35	1002.0	305.4	180	-58
TXC25-136	DPB South	RC/Core	477845.60	4213690.57	1770.44	1470.0	448.1	180	-72
TXC25-137	DPB South	RC/Core	477930.70	4213330.78	1776.32	1028.0	313.3	180	-62
TXC25-138	DPB South	RC/Core	477930.70	4213330.04	1776.49	1050.0	320.0	180	-51
TXC25-139	DPB South	RC/Core	477980.65	4213246.52	1778.41	1061.0	323.4	180	-67
TXC25-140	DPB South	RC/Core	477834.09	4213503.16	1768.96	1646.0	501.7	180	-65

Quality Assurance/ Quality Control

All sampling is conducted under the supervision of the Company's project geologists, and a strict chain of custody from the project to the sample preparation facility is implemented and monitored. The RC and core samples are hauled from the project site to a secure and fenced facility in Tonopah, Nevada, where they are loaded on to American Assay Laboratory's (AAL) flat-bed truck and delivered to AAL's facility in Sparks, Nevada. A sample submittal sheet is delivered to AAL personnel who organize and process the sample intervals pursuant to the Company's instructions.

The RC samples are lined out at the lab and logged in to AAL's system. The core samples are cut using core saws and personnel at AAL's facility in Sparks, Nevada according to the Company's instructions delivered with each core hole.

All samples are dried, crushed to 85% passing 10 mesh (2mm) and a 250-gram sub-sample split is collected and pulverized to 200 mesh (74 micron) in a ring and puck pulverizer. Then the pulverized material is digested and analyzed for gold using fire assay fusion and an Induced Coupled Plasma (ICP) finish on a 30-gram assay split (FA-PB30-ICP). Silver is determined using five-acid digestion and ICP analysis (ICP-5AM48). Over limits for gold and silver are determined using a gravimetric finish (GRAVAU30 and GRAVAG30). Data verification of the assay and analytical results are completed to ensure accurate and verifiable results. Blackrock personnel insert a blind prep blank, lab blank or a certified reference material approximately every 15th to 20th sample.

Qualified Persons

Blackrock's exploration activities at Tonopah West are conducted and supervised by Mr. William Howald, Executive Chairman of Blackrock. Mr. William Howald, AIPG Certified Professional Geologist #11041, is a Qualified Person as defined under National Instrument 43-101 - Standards of Disclosure for Mineral Projects. Mr. Howald has reviewed and approved the contents of this news release.

About Blackrock Silver Corp.

Backed by gold and silver ounces in the ground, Blackrock is a junior precious metal focused exploration and development company driven to add shareholder value. Anchored by a seasoned Board of Directors, the Company is focused on its 100% controlled Nevada portfolio of properties consisting of low-sulphidation, epithermal gold and silver mineralization located along the established Northern Nevada Rift in north-central Nevada and the Walker Lane trend in western Nevada.

Additional information on Blackrock Silver Corp. can be found on its website at www.blackrocksilver.com and by reviewing its profile on SEDAR at www.sedarplus.ca.

Cautionary Note Regarding Forward-Looking Statements and Information

This news release contains "forward-looking statements" and "forward-looking information" (collectively, "forward-looking statements") within the meaning of Canadian and United States securities legislation, including the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are forward-looking statements. Forward-Looking statements in this news release relate to, among other things: the Company's strategic plans; the timing of completion of the Company's drill programs at Tonopah West and the anticipated objectives and results therefrom; the incorporation of the results from the M&I Conversion Program in an updated mineral resource estimate on Tonopah West and the anticipated timing of release thereof; the Company's de-risking initiatives at Tonopah West; estimates of mineral resource quantities and qualities; estimates of mineralization from drilling; geological information projected from sampling results; and the potential quantities and grades of the target zones.

These forward-looking statements reflect the Company's current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by the Company, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies. These assumptions include, among other things: conditions in general economic and financial markets; accuracy of assay results; geological interpretations from drilling results, timing and amount of capital expenditures; performance of available laboratory and other related services; future operating costs; the historical basis for current estimates of potential quantities and grades of target zones; the availability of skilled labour and no labour related disruptions at any of the Company's operations; no unplanned delays or interruptions in scheduled activities; all necessary permits, licenses and regulatory approvals for operations are received in a timely manner; the ability to secure and maintain title and ownership to properties and the surface rights necessary for operations; and the Company's ability to comply with environmental, health and safety laws. The foregoing list of assumptions is not exhaustive.

The Company cautions the reader that forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements contained in this news release and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: the timing and content of work programs; results of exploration activities and development of mineral properties; the interpretation and uncertainties of drilling results and other geological data; receipt, maintenance and security of permits and mineral property titles; environmental and other regulatory risks; project costs overruns or unanticipated costs and expenses; availability of funds; failure to delineate potential quantities and grades of the target zones based on historical data; general market and industry conditions; and those factors identified under the caption "Risks Factors" in the Company's most recent Annual Information Form.

Forward-Looking statements are based on the expectations and opinions of the Company's management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. The Company undertakes no obligation to update or revise any forward-looking statements included in this news release if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.

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.

For Further Information, Contact:

Andrew Pollard
President and Chief Executive Officer
(604) 817-6044
info@blackrocksilver.com

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Denarius Metals Announces Binding Letter of Intent with Quimbaya Gold for a 50/50 Joint Venture to Exploit the Tahami Project in the Segovia Gold District of Colombia

Denarius Metals Corp. (Cboe CA: DMET) (OTCQX: DNRSF) ("Denarius Metals" or the "Company") announced today that it has signed a binding Letter of Intent with Quimbaya Gold Inc. ("Quimbaya") (CSE: QIM) (OTCQB: QIMGF) (FSE: K05) establishing a 5050 joint venture aimed at formalizing existing small-scale mining operations located within Quimbaya's Tahami Project which is located in the Segovia Gold District of Antioquia, Colombia, adjacent to the high-grade Segovia Operations owned by Aris Mining Corporation ("Aris Mining").

Serafino Iacono, Executive Chairman of Denarius Metals, commented, "We see this joint venture with Quimbaya as an opportunity to leverage our team's considerable experience in exploration, mining and community relations in Colombia, particularly in the Segovia Gold District where we founded Gran Colombia Gold (now Aris Mining) and built the Segovia Operations into the largest underground gold producer in Colombia and one of the highest-grade underground gold producers globally. We are excited about the opportunity to develop near-term production and cash flow through the implementation of a formalized artisanal mining operation in partnership with Quimbaya and the local community."

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Presentation	Ticker(s)
Novo Resources Corp.	(OTCQB: NSRPF \| TSX: NVO)
Ecora Resources PLC	(OTCQX: ECRAF \| TSX: ECOR)
Power Metallic Mines Inc.	(OTCQB: PNPNF \| TSXV: PNPN)

⁽¹⁾		The term "managed operations" refers to subsidiaries managed by AngloGold Ashanti and included in its consolidated reporting, while the term "non-managed joint ventures" (i.e., Kibali) refers to equity-accounted joint ventures that are reported based on AngloGold Ashanti's share of attributable earnings and are not managed by AngloGold Ashanti.

		Managed operations are reported on a consolidated basis. Non-managed joint ventures are reported on an attributable basis.

⁽²⁾		On 22 November 2024, the acquisition of Centamin plc ("Centamin") was successfully completed. Centamin has been included from the effective date of the acquisition.

⁽³⁾		Includes gold concentrate from the Cuiabá mine sold to third parties in Q1 2024.

⁽⁴⁾		The financial measures "headline earnings (loss)" and "headline earnings (loss) per share" are not calculated in accordance with IFRS® Accounting Standards, but in accordance with the Headline Earnings Circular 1/2023, issued by the South African Institute of Chartered Accountants (SAICA), at the request of the Johannesburg Stock Exchange Limited (JSE). These measures are required to be disclosed by the JSE Listings Requirements and therefore do not constitute Non-GAAP financial measures for purposes of the rules and regulations of the US Securities and Exchange Commission ("SEC") applicable to the use and disclosure of Non-GAAP financial measures.

⁽⁵⁾		The Company is not providing quantitative reconciliations to the most directly comparable IFRS measures for its Non-GAAP financial guidance shown above in reliance on the exception provided by Rule 100(a)(2) of Regulation G because the reconciliations cannot be performed without unreasonable efforts as such IFRS measures cannot be reliably estimated due to their dependence on future uncertainties and adjusting items, including, among other factors, changes in economic, social, political and market conditions, including related to inflation or international conflicts, the success of business and operating initiatives, changes in the regulatory environment and other government actions, including environmental approvals, fluctuations in gold prices and exchange rates, the outcome of pending or future litigation proceedings, any supply chain disruptions, any public health crises, pandemics or epidemics (including the COVID-19 pandemic), and other business and operational risks and challenges and other factors, including mining accidents, that the Company cannot reasonably predict at this time but which may be material. Outlook economic assumptions for 2025 guidance are as follows: $0.65/A$, BRL5.88/$, AP1,099/$, ZAR18.00/$ and Brent $75/bbl.

		Cost and capital forecast ranges for 2025 are expressed in "nominal" terms. "Nominal" cash flows are current price term cash flows that have been inflated into future value, using an appropriate "inflation" rate. Estimates assume neither operational or labour interruptions or power disruptions, nor further changes to asset portfolio and/or operating mines and have not been reviewed by AngloGold Ashanti's external auditors. Other unknown or unpredictable factors, or factors outside the Company's control, including inflationary pressures on its cost base, could also have material adverse effects on AngloGold Ashanti's future results and no assurance can be given that any expectations expressed by AngloGold Ashanti will prove to have been correct. Measures taken at AngloGold Ashanti's operations together with AngloGold Ashanti's business continuity plans aim to enable its operations to deliver in line with its production targets. Actual results could differ from guidance and any deviations may be significant. Please refer to the Risk Factors section in AngloGold Ashanti's annual report on Form 20-F for the financial year ended 31 December 2024 filed with the SEC.

⁽⁶⁾		To enhance comparability with industry peers, AngloGold Ashanti has revised its definition of free cash flow, which is a Non-GAAP financial measure. Pursuant to its revised definition, free cash flow is calculated as operating cash flow less capital expenditure. Operating cash flow is defined as net cash flow from operating activities, plus repayment of loans advanced to joint ventures, less dividends paid to non-controlling interests (e.g., dividends paid to non-controlling interests in Sukari (50%), Siguiri (15%) and Cerro Vanguardia (7.5%)). Free cash flow* figures for prior periods (including Q1 2024) have been adjusted to reflect this change in reporting.

*		Refer to "Non-GAAP disclosure" in the Full Announcement for definitions and reconciliations.

Key Statistics		Quarter	Quarter
		ended	ended
		Mar	Mar
US Dollar million, except as otherwise noted		2025	2024
Operating review
Gold
Produced - Group ^(1)(2)(3)	- oz (000)	720	591
Produced - Managed operations ^(1)(2)(3)	- oz (000)	657	515
Produced - Non-managed joint ventures ⁽¹⁾	- oz (000)	63	76

Sold - Group ^(1)(2)(3)	- oz (000)	737	625
Sold - Managed operations ^(1)(2)(3)	- oz (000)	670	552
Sold - Non-managed joint ventures ⁽¹⁾	- oz (000)	67	73

Financial review
Gold income	- $m	1,927	1,138
Cost of sales - Group	- $m	1,230	949
Cost of sales - Managed operations	- $m	1,124	869
Cost of sales - Non-managed joint ventures	- $m	106	80
Total operating costs	- $m	833	668
Gross profit	- $m	839	302

Average gold price received per ounce* - Group ⁽¹⁾⁽²⁾	- $/oz	2,874	2,063
Average gold price received per ounce* - Managed operations ⁽¹⁾⁽²⁾	- $/oz	2,875	2,060
Average gold price received per ounce* - Non-managed joint ventures ⁽¹⁾	- $/oz	2,865	2,090
All-in sustaining costs per ounce* - Group ⁽¹⁾⁽²⁾	- $/oz	1,640	1,620
All-in sustaining costs per ounce* - Managed operations ⁽¹⁾⁽²⁾	- $/oz	1,657	1,692
All-in sustaining costs per ounce* - Non-managed joint ventures ⁽¹⁾	- $/oz	1,463	1,070
Total cash costs per ounce* - Group ⁽¹⁾⁽²⁾	- $/oz	1,223	1,181
Total cash costs per ounce* - Managed operations ⁽¹⁾⁽²⁾	- $/oz	1,213	1,232
Total cash costs per ounce* - Non-managed joint ventures ⁽¹⁾	- $/oz	1,325	831

Profit before taxation	- $m	729	167
Adjusted EBITDA*	- $m	1,120	434
Total borrowings	- $m	2,213	2,170
Adjusted net debt*	- $m	525	1,322

Profit attributable to equity shareholders	- $m	443	58
	- US cents/share	88	14
Headline earnings ⁽⁴⁾	- $m	447	58
	- US cents/share	88	14
Net cash inflow from operating activities	- $m	725	252
Free cash flow* ⁽⁵⁾	- $m	403	57
Capital expenditure - Group ⁽¹⁾⁽²⁾	- $m	336	265
Capital expenditure - Managed operations ⁽¹⁾⁽²⁾	- $m	303	240
Capital expenditure - Non-managed joint ventures ⁽¹⁾	- $m	33	25


⁽¹⁾ The term "managed operations" refers to subsidiaries managed by AngloGold Ashanti and included in its consolidated reporting, while the term "non-managed joint ventures" (i.e., Kibali) refers to equity-accounted joint ventures that are reported based on AngloGold Ashanti's share of attributable earnings and are not managed by AngloGold Ashanti. Managed operations are reported on a consolidated basis. Non-managed joint ventures are reported on an attributable basis.
⁽²⁾ On 22 November 2024, the acquisition of Centamin was successfully completed. Centamin has been included from the effective date of the acquisition.
⁽³⁾ Includes gold concentrate from the Cuiabá mine sold to third parties in Q1 2024.
⁽⁴⁾ The financial measures "headline earnings (loss)" and "headline earnings (loss) per share" are not calculated in accordance with IFRS ^® Accounting Standards, but in accordance with the Headline Earnings Circular 1/2023, issued by the South African Institute of Chartered Accountants (SAICA), at the request of the Johannesburg Stock Exchange Limited (JSE). These measures are required to be disclosed by the JSE Listings Requirements and therefore do not constitute Non-GAAP financial measures for purposes of the rules and regulations of the US Securities and Exchange Commission ("SEC") applicable to the use and disclosure of Non-GAAP financial measures.
⁽⁵⁾ To enhance comparability with industry peers, AngloGold Ashanti has revised its definition of free cash flow, which is a Non-GAAP financial measure. Pursuant to its revised definition, free cash flow is calculated as operating cash flow less capital expenditure. Operating cash flow is defined as net cash flow from operating activities, plus repayment of loans advanced to joint ventures, less dividends paid to non-controlling interests (e.g., dividends paid to non-controlling interests in Sukari (50%), Siguiri (15%) and Cerro Vanguardia (7.5%)). Free cash flow* figures for prior periods (including Q1 2024) have been adjusted to reflect this change in reporting.
* Refer to "Non-GAAP disclosure" in the Full Announcement for definitions and reconciliations.
$ represents US Dollar, unless otherwise stated.
Rounding of figures may result in computational discrepancies.

2025
Ex-dividend on NYSE		Friday, 30 May
Record date		Friday, 30 May
Payment date		Friday, 13 June

2025
Declaration date		Friday, 9 May
Currency conversion rate for South African rands announcement date		Friday, 23 May
Last date to trade ordinary shares cum dividend		Tuesday, 27 May
Ordinary shares trade ex-dividend		Wednesday, 28 May
Record date		Friday, 30 May
Payment date		Friday, 13 June

2025
Currency conversion date		Friday, 23 May
Last date to trade and to register shares cum dividend		Tuesday, 27 May
Shares trade ex-dividend		Wednesday, 28 May
Record date		Friday, 30 May
Approximate payment date of dividend		Friday, 13 June

CLEARY ZONE - Drilled 70m SW of GS2421
Hole	Depth	Dip	Azimuth	From	To	Interval	Au
Number	Depth	Dip	Azimuth	(m)	(m)	(m)	g/t
GS2434	550.8	-90	0	319.1	380.1	61	1.84
				410.2	428.9	18.7	1.6
				453	465.4	12.4	1.48

DOLPHIN ZONE
Hole	Depth	Dip	Azimuth	From	To	Interval	Au
Number	Depth	Dip	Azimuth	(m)	(m)	(m)	g/t
GS2432	788.2	-70	0	138	141.1	3.1	13.3
				188.1	616.6	428.5	0.9
incl				363.3	616.6	253.3	1.17
incl				363.3	407.8	44.5	1.32
incl				486.5	504.7	18.2	6.82
GS2436	652.9	-90	0	121	132.9	11.9	1.6
				256.9	275.2	18.3	0.99
				410.6	440.7	30.1	1.08
				508.1	646.8	138.7	0.9

WOW ZONE
Hole	Depth	Dip	Azimuth	From	To	Interval	Au	Au
Number	Depth	Dip	Azimuth	(m)	(m)	(m)	g/t	Cut to 90g/t
GS2430	639.2	-90	0	121.9	123.7	1.8	23.1
				270.4	316.1	45.7	0.62
				434.9	461.5	26.6	0.66
				491	501.7	10.7	1.79
GS2431	623	-85	0	111.3	120.8	9.5	2.81
				209	238.1	29.1	1.08
				263	289.9	26.9	0.6
				323	350	27	1.94
				407	518	111	1.73
incl				407	439.8	32.8	2.95
incl				430.5	433.6	3.1	22.0
incl				497	518	21	3.49
incl				512	515	3	19.3
				548	561.1	13.1	0.78
GS2433	654	-90	0	482.2	508.8	26.6	0.82
				523.8	530.1	6.3	4.19
GS2435	653	-85	0	98	155	57	1.07
				196.5	215	18.5	1.17
				254	470	216	1.01
incl				254	317	63	1.43
				558.5	559.8	1.3	20.4

Hole	Depth	Dip	Azimuth	From	To	Interval	Au	Au
Number				(m)	(m)	(m)	g/t	Cut to 90g/t
GS2437	609	-85	0	69.8	102	32.2	0.85
				268.8	293.8	25	1.39
				326.6	344.4	17.8	1.37
				396	416.6	20.6	6.84	5.85
incl				398.6	399.4	0.8	115.5
				498	501	3	43.8

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