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(TheNewswire)
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Element 79 Gold Corp. (CSE:ELEM)(OTC:ELMGF)(FSE:7YS) (" Element 79 Gold ", the " Company ") announces that, further to its November 17, 2022 release, the Company has closed the sale of two properties from its Battle Mountain Portfolio located in the gold mining district of northeastern Nevada, USA to a subsidiary of Centra Mining Ltd. (" Centra ").
Under the terms of the Asset Purchase Agreement, Centra purchased all of Element79 Gold's interests and obligations in relation to the Long Peak Project ("Long Peak ") and the Stargo Project ("Stargo ") in exchange for total consideration of CAD $1,000,000 paid by the issuance of an aggregate of 2,500,000 common shares of Centra at a deemed price of CAD $0.40 per share (the “Payment Shares ”). The transaction closed on July 13 , 2023, subject to regulatory approval.
"The sale of Long Peak and Stargo to Centra marks another milestone in Element79 Gold's journey for the strategic development of its high-grade gold assets," commented James Tworek, President and CEO of Element79 Gold. "This achievement enables us to unlock additional value from our extensive portfolio of prospective properties while advancing our core projects and driving their success to new heights."
Tworek added, "With other development assets in this exciting region, and with the prospective nature of the properties being sold, we are excited to maintain our exposure to the very promising potential of these properties and the opportunity for continued discovery through our equity participation in Centra."
The Battle Mountain Portfolio
The Battle Mountain Portfolio was originally comprised of 15 separate projects totaling over 44,478 acres across 2,203 unpatented claims in five counties: Elko County, Eureka County, Humboldt County, Lander County, and Nye County. Most of the Battle Mountain Portfolio is located within the Battle Mountain Trend, with several projects close to globally reputable gold deposits including Nevada Gold's Cortez Mine.
The Battle Mountain Portfolio is comprised primarily of early-stage projects. While drilling has been completed at some projects, such as Elder Creek (155 holes) and Clover (104 holes), many have only surface sampling and geophysical surveys completed. Of particular note are the Long Peak, Elephant, Elder Creek, North Mill Creek, Clipper, Pipeline South, West Cortez, and Walti Projects, which are interpreted to lie along the northwest trending fault that hosts the high-grade Pipeline deposit, which is included in Nevada Gold's Cortez Mine.
Figure 1 . Map of Nevada showing location of Battle Mountain Projects, and select major gold mines.
The Long Peak Project
Long Peak is comprised of 34 unpatented claims located near Copper Basin and the Copper Canyon Mine in Lander County, Nevada. Long Peak hosts significant historic prospects, warranting further exploration at Long Peak.
The Stargo Project
Stargo is comprised of 337 unpatented claims located south of the Battle Mountain Trend in Nye County, Nevada. The large claim block contains attractive host rocks, tertiary age intrusives, and appropriate aged structural preparation to represent an attractive area for exploration target development.
About Element79 Gold
Element79 Gold is a mining company focused on gold, silver and associated metals and committed to maximizing shareholder value through responsible mining practices and sustainable development of its projects. Element79 Gold's main focus is on two core properties: developing its previously-producing, high-grade gold and silver mine, the Lucero project located in Arequipa, Peru, with the intent to bring it back into production in the near term; and its flagship Maverick Springs Project located in the famous gold mining district of northeastern Nevada, USA, between the Elko and White Pine Counties. Maverick Springs hosts a 43-101-compliant, pit-constrained mineral resource estimate reflecting an inferred resource of 3.71 million ounces of gold equivalent "AuEq" at a grade of 0.92 g/t AuEq (0.34 g/t Au and 43.4 g/t Ag) with an effective date of October 19, 2022. The acquisition of the Maverick Springs Project also included a portfolio of 15 properties along the Battle Mountain trend in Nevada, which are non-core to its primary business focus. In British Columbia, Element79 Gold has executed a Letter of Intent and funded a drilling program to acquire a private company that holds the option to 100% interest of the Snowbird High-Grade Gold Project, which consists of 10 mineral claims located in Central British Columbia, approximately 20km west of Fort St. James. The Company also has an option to acquire a 100% interest in the Dale Property, 90 unpatented mining claims located approximately 100 km southwest of Timmins, Ontario, Canada in the Timmins Mining Division, Dale Township. The Company is analyzing the non-core Nevada projects, the Dale Property and the Snowbird Property for further merit of exploration, sale or spin-out.
For more information about the Company, 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: +1.613.879.9387
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 in light of 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 closing of the sale of the Long Peak Project and the Stargo Project; obtaining regulatory approval for the sale of the Long Peak Project and the Stargo Project; 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".
Actual results may vary from forward-looking statements. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to materially differ from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the integration of acquisitions; actual results of exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; commodity prices; variations in ore reserves, grade or recovery rates; actual performance of plant, equipment or processes relative to specifications and expectations; accidents; labour relations; relations with local communities; changes in national or local governments; changes in applicable legislation or application thereof; delays in obtaining approvals or financing or in the completion of development or construction activities; exchange rate fluctuations; requirements for additional capital; government regulation; environmental risks; reclamation expenses; outcomes of pending litigation; limitations on insurance coverage as well as those factors discussed in the Company's other public disclosure documents, available on www.sedar.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. The Company believes that the expectations reflected in these forward‐looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward‐looking statements included herein should not be unduly relied upon. These statements speak only as of the date hereof. The Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by applicable laws.
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 Gold
Investor Insight
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.
Overview
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.
Company Highlights
- Element79 Gold Corp is an exploration and development mining company with a high- grade gold and silver flagship project with near-term resource development and cash flow potential.
- The company’s Lucero project in Peru has historical high-grade results and provides opportunities for both near-term revenue and future greenfield exploration.
- Lucero has historically produced 18,800 ounces of gold and 435,000 ounces of silver per year at 19 grams per ton gold equivalent.
- Peru is considered a safe jurisdiction for mining operations due to a pro-mining government that recognizes the industry’s economic contributions.
- Element79 Gold also owns the Clover project, a notable exploration asset in the Midas Mining District, Battle Mountain, Nevada, USA.
- A powerhouse management team leads the company toward fully developing its asset portfolio.
Key Projects
Lucero Gold Project
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.
Project Highlights
- Encouraging Historic Results: Reports from 1998 to 2004 indicate production averaging roughly 18,800 ounces of gold and 435,000 ounces of silver per year, with grades of 14.0 g/t gold and 373 g/t silver. Additionally, the asset contains recoveries at the ore processing facility averaging 94.5 percent for gold and 85.5 percent for silver for near-term cash flow.
- Unique Geology: Lucero hosts 74 recognized epithermal veins, 14 of which have been partially exploited. The project is a low-sulphidation epithermal gold-silver deposit hosted within tertiary volcanics in the Central Andes Cordillera of southern Peru. The project also hosts unexplored high-sulphidation style mineralization, which has returned surface samples up to 33.6 g/t gold.
- Promising Resource Estimate: A third-party NI 43-101 report indicates grades up to
- 116.8 g/t gold equivalent, or 78.7 g/t gold and 2,856 g/t silver. Element79 Gold is moving towards production to capitalize on these resources.
- Strategic Partnership: Element79 signed a letter of intent with Palaza for the exclusive purchase and processing of about 1.3 million tons of tailings at Lucero, representing a significant economic opportunity.
Clover Gold Property
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.
Project Highlights
- Consists of 169 unpatented claims encompassing 3,063 acres.
- Located in the historic Midas Mining District, which has been producing gold and silver since the early 1900s, along the northeast trending Getchell Trend that bridges the northwestern ends of the Carlin and Battle Mountain Trends and contains Nevada Gold’s active Turquoise Ridge Mine, the third largest gold mine in the US with 537,000 ounces of gold production reported in 2020.
- Drilling by previous operators intersected mineralized and veined breccias and shear zones with significant intercepts including 9.7 meters grading 25.3 g/t gold, 7.6 meters of
- 7.9 g/t gold and 3 meters of 10 g/t gold.
- Work to date by Element79 found that the property has ubiquitous expressions of precious metals and pathfinder elements in rock chip, soil geochemistry and drill hole intercepts consistent with the Midas, Hollister and other classical epithermal systems.
Management Team
James C. Tworek - Chief Executive Officer and Director
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 - Chief Financial Officer
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 - Chief Operating Officer, QP
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:
- Barrick Gold Corporation - Involved during the early growth and innovation years at the Goldstrike Complex, including the development and maintenance of the open-pit mineral reserve model for the Betze-Post Mine
- Rio Tinto Group - La Granja Copper Project in northern Peru, held a senior management position at the Benga Mine
- MMG Ltd. - regional manager at the Las Bambas Copper Mine in Peru
- Amec Foster Wheeler Plc - Marcobre SAC's Mina Justa Mine Project
- McEwen Mining - Responsible for the restructuring of the El Gallo Silver Project (later renamed to Fenix) in Sinaloa, Mexico, as the director of project development.
Neil Pettigrew - QP, Director
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 - Director
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 - Director
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 (Tony) Maragakis - Strategic Advisor
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:
- Barrick Gold (NYSE Listed), where he led project controls in North America across a portfolio of more than 70 projects worth over $2.3 billion.
- Skeena Resources (TSX Listed), where he worked closely with executive leadership to develop the Eskay Creek Project and corporate processes and management systems.
- Freeport-McMoRan (NYSE Listed), where he helped develop the $3-billion Indonesian Copper Smelter Project which includes a two-million-ton/annum smelter and precious metal recovery plant.
- Eldorado Gold (TSX, NYSE Listed), where he was project director for the over $1-billion Skouries Project, as well as led the operational turnaround of the Kassandra Mines.
- Koch Industries (the largest privately held company in the US), at its subsidiary, Koch Ag. & Energy Solutions, where he helped execute the Enid Expansion Megaproject, at the time the largest capital project ever undertaken by the entire Koch Industries conglomerate.
- Mochica Resources and Calipuy Resources (private Peruvian gold mines) where he oversaw the development of various project portfolios.
Shane Williams - Strategic Advisor
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.
Kevin Arias - Strategic Advisor
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.
High-grade gold project with near-term cash flow potential
Element79 Gold Announces Notice of Force Majeure on Lucero Project
VANCOUVER, BC TheNewswire - June 27, 2025 Element79 Gold Corp. (CSE: ELEM | FSE: 7YS0 | OTC: ELMGF) (" Element79 Gold ", the " Company ") today announced that it has provided a notice of force majeure (" Notice ") to Condor Resources Inc. (" Condor ") to temporarily suspend payment obligations under the Lucero Project Agreement entered into between Calipuy Resources Inc. (" Calipuy "), a wholly owned subsidiary of the Company, and Condor on December 21, 2020 (the " Lucero Agreement ").
The Company has faced significant difficulties in advancing the Lucero Project since the acquisition of Calipuy on June 19, 2022. As a result of conflicts with the local community, significant delays of relevant governmental authorities to act on necessary legislation and policies, and municipal inaction preventing the enforcement of mineral claims, Element79 has been unable to access the Lucero Project and perform exploration or commercial mining operations (" Force Majeure Event "). As such, the Company provided the Notice to Condor today to suspend payment obligations until the sooner of the end of the Force Majeure Event or twenty-four (24) months from the date of the Notice. At this time, the Company is uncertain as to when the Force Majeure Event will cease.
Element79 remains committed to advancing the Lucero Project and developing the Lucero Project into a commercially viable mining operation. The Company is currently in the process of pursuing alternatives to push the Project forward and work collaboratively with stakeholders to end the Force Majeure Event. The Company will continue to update stakeholders as the situation develops, as and when appropriate.
About Element79 Gold Corp.
Element79 Gold Corp. is a mining company focused on the exploration and development of high-grade gold and silver assets. Its principal asset is the past-producing Lucero Project in Arequipa, Peru, where it aims to resume operations through both conventional mining and tailings reprocessing. In the United States, the Company holds interests in multiple projects along Nevada's Battle Mountain Trend. Additionally, Element79 Gold has completed the transfer of its Dale Property in Ontario to its wholly owned subsidiary, Synergy Metals Corp., and is progressing through the Plan of Arrangement spin-out process.
For more information about the Company, please visit www.element79.gold
For Further Information, Please Contact:
James C. Tworek
Chief Executive Officer
E-mail: jt@element79gold.com
Investor Relations Department
Phone: +1 (403.850.8050
E-mail: investors@element79gold.com
Cautionary Note Regarding Forward Looking Statements
This press release contains forward-looking statements within the meaning of applicable securities laws. The use of any of the words "anticipate," "plan," "continue," "expect," "estimate," "objective," "may," "will," "project," "should," "predict," "potential" and similar expressions are intended to identify forward-looking statements. In particular, this press release contains forward-looking statements concerning the Company's exploration plans, development plans and the Force Majeure Event. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on these statements because the Company cannot provide assurance that they will prove correct. Forward-looking statements involve inherent risks and uncertainties, and actual results may differ materially from those anticipated. Factors that could cause actual results to differ include conditions in the duration of the Force Majeure Event, and receipt of regulatory and shareholder approvals. These forward-looking statements are made as of the date of this press release, and, except as required by law, the Company disclaims any intent or obligation to update publicly any 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.
Copyright (c) 2025 TheNewswire - All rights reserved.
News Provided by TheNewsWire via QuoteMedia
Element79 Gold Corp. Signs Letter of Intent to Acquire Gold Mountain Project in Nevada
(TheNewswire)
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Vancouver, BC TheNewswire - June 17, 2025 Element79 Gold Corp. (CSE: ELEM | FSE: 7YS0 | OTC: ELMGF) ("Element79 Gold", the "Company") is pleased to announce that it has entered into a Letter of Intent (the "LOI"), dated June 9, 2025, with a private party (the "Vendor") to acquire a 100% interest in the Gold Mountain Project (the "Project"), a strategically located gold asset in Lander County, Nevada, USA.
About Gold Mountain
The Gold Mountain Project is comprised of 34 unpatented lode mining claims spanning approximately 284 hectares in the historically prolific Battle Mountain mining district of Lander County, Nevada. Centered on the Eocene-aged Gold Mountain stock, the project lies near the past-producing Dewitt Mine and features structurally-controlled oxidized sulfide bodies and porphyry-style mineralization. Historic exploration has been conducted by operators including Oro Nevada, Gold Ventures Inc., and Placer Dome, with significant past intercepts including 10.67 metres at 0.99 g/t Au. More recent work by the Vendor in 2023 and 2024 included detailed geologic mapping, collection of 116 rock samples, and submission of a Notice of Intent to the Bureau of Land Management (BLM), which was approved for drilling activity.
The Gold Mountain Project presents compelling upside potential with both high-grade structurally controlled Au-Ag-Pb mineralization and evidence of porphyry-style mineralization within and around the Gold Mountain intrusive. The property is accessible via well-developed infrastructure near the town of Battle Mountain and benefits from proximity to major mining operations within the region. A suggested first-move exploration plan includes detailed mapping and an RC drill program to delineate targets along historically mineralized structures and test conceptual porphyry and skarn-type systems.
There is no historical technical report, although the vendor has completed a significant amount of work towards completing a 43-101 compliant Property of Merit report. The Company aims to complete this report in 2025, post-acquisition of the Gold Mountain asset.
Transaction Summary
Under the terms of the LOI, Element79 Gold intends to acquire all rights, title, and interest in and to the Gold Mountain Project, comprising 34 unpatented mining claims, along with all related data, permits, and equipment.
As consideration for the acquisition, Element79 Gold will issue 100,000,000 common shares to the Vendor at a deemed price per share equal to the lesser of:
C$0.02, or
The volume-weighted average price (VWAP) of the Company's shares over the ten (10) trading days preceding the closing date, based on the closing price of the last trading day prior to closing, subject to compliance with the policies of, and approval of the Canadian Securities Exchange ("CSE").
The Company has confirmed through its due diligence that this transaction will not create a new Significant Shareholder or Control Person per the definitions found in National Instrument 55-104. Hold Periods for the new shareholders created through this transaction are being negotiated and will be agreed upon in the forthcoming Definitive Agreement as part of the completion of this transaction.
There are no commissions payable for arranging this transaction.
Conditions Precedent
The completion of the transaction is subject to the satisfaction of customary conditions, including but not limited to:
Completion of satisfactory due diligence by the Company;
Execution of a definitive asset purchase agreement;
Receipt of all required regulatory and corporate approvals; and
Closing is targeted to occur on or around June 30, 2025, subject to holidays and standard processing times in Nevada and Canada.
Exclusivity and Confidentiality
The Vendor has agreed to a 180-day exclusivity period during which it will not negotiate or solicit offers from third parties concerning the Gold Mountain Project. Both parties have also agreed to maintain confidentiality regarding the proposed transaction, subject to legal disclosure requirements.
Strategic Rationale
James C. Tworek, CEO and Director of Element79 Gold, commented:
"We are excited to announce this acquisition, which drives our corporate pivot back to a primary focus Nevada-focused strategy. Gold Mountain is drill ready and upon closing, we will work towards a drilling program later this year. It also consolidates our position within a well-known and highly prospective region for mineral resource development, with meaningful upside potential. We look forward to completing our due diligence and closing expeditiously."
Sale of Non-Core Elder Creek Claims
The Company has entered into a settlement agreement with a third party, NQ Holdings Inc., to fully and finally resolve a dispute related to overlapping mining claims in Lander County, Nevada. As part of the terms, the Company has agreed to transfer and abandon its interest in the EC01 to EC23 unpatented mining claims, known collectively as the "Elder Creek Claims." In consideration, Element79 received a cash payment of USD $14,000 from NQ Holdings Inc.
The Elder Creek Claims, located adjacent to the Last 7 to Last 39 claims held by NQ Holdings, were deemed to no longer hold strategic value for the Company. The transaction allows Element79 to resolve the matter amicably without further legal proceedings and to maintain its focus on higher-priority assets within its Nevada portfolio and its Lucero project in Peru.
Qualified Person
The technical information in this release has been reviewed and approved by Kim Kirkland, Fellow of AusIMM #309585, Chief Operating Officer of Element79 Gold Corp, and a "qualified person" as defined by National Instrument 43-101.
About Element79 Gold Corp.
Element79 Gold Corp. is a mining company focused on the exploration and development of high-grade gold and silver assets. Its principal asset is the past-producing Lucero Project in Arequipa, Peru, where it aims to resume operations through both conventional mining and tailings reprocessing. In the United States, the Company holds interests in multiple projects along Nevada's Battle Mountain Trend. Additionally, Element79 Gold has completed the transfer of its Dale Property in Ontario to its wholly owned subsidiary, Synergy Metals Corp., and is progressing through the Plan of Arrangement spin-out process.
For more information about Element79 Gold Corp., please visit: www.element79.gold
For Further 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
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of applicable securities laws. The use of any of the words "anticipate," "plan," "continue," "expect," "estimate," "objective," "may," "will," "project," "should," "predict," "potential" and similar expressions are intended to identify forward-looking statements. In particular, this press release contains forward-looking statements concerning the Company's exploration plans. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on these statements because the Company cannot provide assurance that they will prove correct. Forward-looking statements involve inherent risks and uncertainties, and actual results may differ materially from those anticipated. Factors that could cause actual results to differ include conditions in equity financing markets, and receipt of regulatory and shareholder approvals. These forward-looking statements are made as of the date of this press release, and, except as required by law, the Company disclaims any intent or obligation to update publicly any forward-looking statements.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Copyright (c) 2025 TheNewswire - All rights reserved.
News Provided by TheNewsWire via QuoteMedia
Element79 Gold Corp. Comments on Peruvian Government Reform Centralizing Oversight of Small-Scale Mining Under Ministry of Energy and Mines
(TheNewswire)
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Vancouver, British Columbia TheNewswire - May 22, 2025 Element79 Gold Corp. (the "Company" or "Element79") (CSE: ELEM, OTC: ELMGF, FSE: 7YS0) wishes to comment on recent developments affecting the mining sector in Peru, where the Company's flagship Lucero Project is located.
Highlights:
The Peruvian government has enacted Supreme Decree No. 009-2025-EM , transferring oversight of small-scale and artisanal mining from regional governments to the Ministry of Energy and Mines (MINEM) .
The deadline for the mandated Formalization of REINFO (Comprehensive Mining Formalization Registry) permit holders with mineral right holders has been extended until December 31, 2025 , giving operators more time to formalize.
MINEM's Directorate General of Mining Formalization will now handle all administrative, monitoring, and enforcement processes related to mining formalization.
Reform is grounded in Law No. 32213 , published in December 2024.
A new national traceability platform (SIPMMA) is being launched to improve transparency and monitoring of registered small-scale mining operations.
The reform has raised concerns among regional governments over loss of local oversight and potential impacts on decentralized governance.
Element79 Gold Corp supports centralized oversight if implemented with community engagement and regional collaboration.
The Lucero Project remains a core focus , with continued efforts to formalize local artisanal miners and advance exploration toward production.
The Company reaffirms its commitment to social investment and long-term community relationships in Chachas and surrounding areas.
Following success in Nevada asset development and sales , Element79 Gold Corp. will reignite strategic initiatives in that jurisdiction.
In May 2025, the Government of Peru enacted Supreme Decree No. 009-2025-EM, which extends the validity of the Comprehensive Mining Formalization Registry (REINFO) until December 31, 2025, and shifts responsibility for supervising small-scale and artisanal mining from regional governments to the Ministry of Energy and Mines (MINEM).
Under this reform, the Directorate General of Mining Formalization within MINEM will assume exclusive responsibility for the administrative processing, monitoring, and enforcement of formalization-related matters. The changes are grounded in Law No. 32213, published in December 2024, and are designed to enable a more centralized, technical, and transparent regulatory process.
This centralization will be further supported by the implementation of a new national traceability platform, the Sistema Interoperable de la Pequeña Minería y Minería Artesanal (SIPMMA), which aims to improve oversight and data integration across registered mining activities.
While the reform has raised concerns among regional governments regarding reduced local oversight and the implications for decentralized governance, Element79 believes the changes may ultimately contribute to improved regulatory clarity and operational efficiencies across the sector.
"We are closely monitoring this policy shift and its implementation," commented James Tworek, CEO and Director of Element79 Gold Corp. "Given Lucero's location and strategic focus within the artisanal and small-scale mining segment, we view enhanced regulatory structure and centralized oversight as potentially beneficial, provided that community engagement and regional collaboration remain part of the process."
The Company further notes that the extension of the REINFO deadline through December 2025 allows additional time for regional operators and stakeholders to advance their formalization efforts, which may support ongoing engagement strategies with artisanal miners operating within and around the Lucero Project.
Element79 Gold Corp believes in the long-term potential of the Lucero Project, continues to maintain the project's mineral leases, and is proud of the community-based investments, social development efforts, and relationships it has built since acquiring Lucero at the end of June 2022. The Company will continue its efforts in forging contracts with the local community for both the formalization of local artisanal miners as well as the Company's own exploration and development of Lucero into a producing mine.
Corporate Strategy Refocus
In addition to ongoing efforts and campaigns to work in Chachas, the Company's management and board identifies that following notable successes in developing and monetizing assets in Nevada, it will be carrying out a renewed strategic focus in the region. This strategic shift will include dealing and development of its current portfolio of Nevada projects, growth of the management team with regionally-specific exploration experience, as well as is reviewing additional M&A opportunities in the region.
For more information about the Company and its projects, please visit: www.element79.gold
ON BEHALF OF THE BOARD OF DIRECTORS
James C. Tworek
Chief Executive Officer, Director
Investor Relations Contact:
T: +1.403.850.8050
About Element79 Gold Corp.
Element79 Gold Corp. is a mining company focused on the exploration and development of high-grade gold and silver projects in the Americas. The Company's flagship asset, the Lucero Project, is a past-producing high-grade gold-silver mine located in Arequipa, Peru. The Company is actively advancing Lucero toward renewed production and tailings reprocessing while supporting formalization initiatives with local operators.
The Company also holds several exploration projects along Nevada's Battle Mountain trend, a region renowned for prolific gold production, and these assets are under contract for sale in the first half of 2025. Additionally, Element79 has transferred its Dale Property in Ontario to its subsidiary, Synergy Metals Corp., as part of a Plan of Arrangement spin-out process.
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 timing and completion of the arrangement and the timing and completion of the amalgamation. 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".
The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
Copyright (c) 2025 TheNewswire - All rights reserved.
News Provided by TheNewsWire via QuoteMedia
Element79 Gold Corp Completes OTCQB Uplisting
(TheNewswire)
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Element79 Gold Corp. (CSE: ELEM) (OTC: ELMGF) (FSE: 7YS0) ("Element79", or the "Company") is pleased to announce that it has been approved to have its common shares uplisted from the OTC "Pink" market to the OTCQB Venture Market ("OTCQB"). The successful uplisting is effective May 14, 2025 and the company's common shares will continue to trade under the ticker symbol "ELEM" in Canada, "ELMGF" in the USA and "7YS0" in Frankfurt
Element79 Gold Corp believes the uplisting will boost visibility to a broader universe of investors and provide improved liquidity for its stock as the company advances its flagship Lucero project in Peru and completes the Plan of Arrangement spinout of its Dale property via its subsidiary, Synergy Metals Corp. The OTCQB is the premier marketplace for developing companies, including those in the medical technology sector.
James Tworek, Element79 Gold Corp's Chief Executive Officer and Director commented, "Uplisting to the OTCQB Venture Market is an important milestone for our company and reflects our commitment to improving corporate transparency, increasing share trading liquidity, and expanding the universe of potential investors."
The OTCQB is a trading platform operated by the OTC Markets Group Inc. that is designed for developing and entrepreneurial-stage companies, and is considered by the SEC to be an "established public market". Companies listed on the OTCQB are current in their SEC financial reporting and complete an annual verification and management certification process. Additional information about the OTC Markets Group Inc. and the OTCQB can be found at www.otcmarkets.com .
About Element79 Gold Corp.
Element79 Gold Corp. is a mining company focused on exploring and developing its past-producing, high-grade gold and silver project, Lucero, located in Chachas, Arequipa, Peru. The Company is committed to advancing responsible mining practices and maintaining strong relationships with local communities to support sustainable development.
The Company also holds several exploration projects along Nevada's Battle Mountain trend, a region renowned for prolific gold production, and these assets are under contract for sale in the first half of 2025. Additionally, Element79 has transferred its Dale Property in Ontario to its subsidiary, Synergy Metals Corp., as part of a Plan of Arrangement spin-out process.
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 timing and completion of the arrangement and the timing and completion of the amalgamation. 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.
Copyright (c) 2025 TheNewswire - All rights reserved.
News Provided by TheNewsWire via QuoteMedia
Element79 Provides Corporate Update
(TheNewswire)
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V ANCOUVER, BC T heNewswire May 7, 2025 Element79 Gold Corp. (CSE: ELEM) (OTC: ELMGF) (FSE: 7YS) ("Element79", or the "Company") provides the following updates on multiple corporate initiatives underway:
Update on Sale of Nevada Assets to 1472886 BC Ltd.
As first outlined in the Company's news release on September 9, 2024, and updated on October 10, 2024, the Company has made multiple attempts to push this transaction towards completion, with the counterparty being unable to meet terms required to complete a successful closing. As the original timelines of the LOI have expired, the Company holds that the contract with 1472886 BC Ltd. is null and void and has restarted conversations with alternate parties that have expressed interest in the purchase of the Stargo, Elder Creek and North Mill Creek projects.
Update on Financing: Crescita Capital Note Draw
In the month of April 2025, Crescita issued CAD $100,000 of capital to the Company, for use in advancing community efforts for the Lucero project, investor relations activities and general corporate purposes. Similar to the first draw from the new 2025 Crescita Draw Down Facility as announced on February 28, 2025, the convertible note drawn will carry a simple interest rate of 15% per annum until repaid or converted into shares of the Company.
The general use of funds for any financing efforts that the company engages in in the immediate term, including the strategic sale of corporate assets, will be sequentially to pay mineral leases for its projects in Peru and Nevada; complete its OTCQB uplisting; general corporate operating expenses and address key accounts payable.
Update on Chachas community progress, strategic review of Lucero
Representatives of Element79 Gold Corp and its community relations team, GAE Peru, attended a series of meetings in both Chachas, Arequipa and Lima between the April 21 st and May 3rd, yielding the following report on continued progress towards forging long-term surface rights access and therefore access to its past-producing Lucero mine for exploration and mineral exploitation activities. A summary of GAE's report for April 2024 is provided below.
Ongoing Challenges with Informal Mining (REINFO)
The report highlights the presence of 102 active informal miners registered under the REINFO framework are operating in the general Chachas region, with an estimated 350 more operating around Chachas without formal status. Many of these actors are reported to have been extracting ore illegally for around, if not over, a decade. While the federal REINFO was established as a route to Formalization, it has often been used in practice to legitimize illegal mining operations. The main local artisanal mining association, Asociación Lomas Doradas, comprising 65 such miners, has shown limited interest in engaging with Element79 Gold Corp, although a small group within their Tonalita concession may pursue Formalization.
In addition to the above, there is a separate contingent of REINFO miners willing to enter into an exploitation agreement with Element79 Gold Corp. Discussions are ongoing, with a key meeting roughly scheduled during the first half of May 2025. The situation remains complex, as community members and REINFOs have taken measures such as blocking access routes with guarded checkpoints and reportedly seek to establish their own mineral processing plant on communal land.
Strengthening Community Relations
Since September 2024, GAE Peru has actively engaged with residents across six annexes of Chachas through meetings and two large-scale general assemblies. For its consistent presence and attendance at community meetings, Element79 Gold is increasingly recognized in the region, maintaining open lines of communication via its local Social Management Office. Support from the current communal leadership, particularly President Melitón, has been instrumental in fostering constructive dialogue. A critical extraneous assembly to discuss long-term agreements is scheduled for July 2025.
Focus on Value Creation and Negotiation
The Company remains committed to a comprehensive value-generation plan that includes exploration, exploitation, and operation of a mineral processing facility. Local communities have expressed high expectations for future economic benefits, particularly in the form of irrigation and agricultural development support, as outlined by the Chachas Irrigation Commission and local farmers from Chachas and Nahuira.
Path Forward Through Dialogue
During the most recent communal assembly in April and subsequent smaller assembly and group meetings, stakeholders within the Chachas region have continued dialogue with Element79 Gold Corp, bypassing the uncooperative leadership of the Lomas Doradas Association. A formal dialogue session with the communal board (JJDD) and local administrative leaders (JAL) is scheduled for May 15, 2025.
Government Oversight and Legal Pathways
The GREM (Regional Mining Office) of Arequipa has acknowledged the limited timeframe for formalizing current REINFO miners in Chachas. Beginning in June 2025, GAE Peru, on behalf of Element79 Gold Corp, will request GREM's oversight to enforce legal regulations under the new Small-Scale and Artisanal Mining Law (MAPE), enabling coordinated action against ongoing illegal mining.
Commitment to Responsible Development
Element79 Gold reaffirms its commitment to responsible mining and community development, emphasizing the importance of dialogue and mutual respect as it advances the Lucero Project toward future production.
James Tworek, Element79 Gold Corp CEO and Director stated: "The potential of Lucero remains a key motivation and driving force behind the Company's decision making, and we remain cautiously optimistic that the upcoming June 30 deadline for Formalization between REINFOs and mineral right holders will continue to bring us closer to the goal of forging long term contracts with the local miners and greater Chachas community. While we progress in community relations month by month, we're living the reality that relationship building and trust creation are exercises in communication, persistence, patience and mutual understanding.
In the interim, recent team due diligence trips to review additional assets in Peru and Nevada, along with strategy sessions with advisors and key investors in the Company have opened our eyes to a number of possible alternate growth strategies. We look forward to reporting on these initiatives in the coming months."
For further details on this announcement and the Company's projects, please visit www.element79.gold
About Element79 Gold Corp.
Element79 Gold Corp. is a mining company focused on exploring and developing its past-producing, high-grade gold and silver project, Lucero, located in Chachas, Arequipa, Peru. The Company is committed to advancing responsible mining practices and maintaining strong relationships with local communities to support sustainable development.
The Company also holds several exploration projects along Nevada's Battle Mountain trend, a region renowned for prolific gold production, and these assets are under contract for sale in the first half of 2025. Additionally, Element79 has transferred its Dale Property in Ontario to its subsidiary, Synergy Metals Corp., as part of a Plan of Arrangement spin-out process.
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 timing and completion of the arrangement and the timing and completion of the amalgamation. 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.
Copyright (c) 2025 TheNewswire - All rights reserved.
News Provided by TheNewsWire via QuoteMedia
Maritime Resources Announces an up to $10 Million Best Efforts Private Placement Financing
Maritime Resources Corp. (TSXV: MAE) ("Maritime" or the "Company") is pleased to announce that it has entered into an agreement with Paradigm Capital Inc. ("Paradigm") as lead agent and sole bookrunner, for and on behalf of a syndicate of agents (collectively, the "Agents"), in connection with a proposed best efforts private placement offering (the "Offering") of up to 8,850,000 common shares in the capital of Maritime (the "Offered Securities") to be issued at $1.13 per Offered Security (the "Issue Price") for gross proceeds of up to $10,000,500.
The Company will also grant the Agents an option (the "Agents' Option") to sell up to an additional 1,327,500 Offered Securities at the Issue Price for additional gross proceeds of up to $1,500,075, exercisable in whole or in part by the Agents at any time 48 hours prior to the Closing Date (as defined herein).
The Agents will be paid by the Company on closing of the Offering a cash commission equal to 6% of the gross proceeds of the Offering, including on any exercise of the Agents' Option, other than in respect of sales of up to $500,000 to certain directors and officers of the Company or their related entities (the "President's List") for which the Company shall pay a commission equal to 3%.
The Agents will also receive on the Closing Date compensation options (the "Compensation Options") entitling the Agents to acquire that number of common shares equal to 6% of the number of Offered Securities issued pursuant to the Offering, including on any exercise of the Agents' Option, at an exercise price of $1.13, exercisable for a period of 24 months following the Closing Date, other than in respect of sales to the President's List for which the Agents shall be entitled to that number of common shares equal to 3% of the number of Offered Securities issued to investors on the President's List.
The net proceeds from the Offering shall be used for exploration and development at the Company's mineral projects in Newfoundland and Labrador, repaying the balance of the Company's US$5,000,000 aggregate principal amount of senior secured notes, and general working capital purposes.
The Offering will be conducted in all provinces and territories of Canada pursuant to private placement exemptions, in the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and in such other jurisdictions as are agreed to by the Company and the Agents. The Offering is expected to close on or about July 17, 2025 (the "Closing Date") and will be subject to regulatory approvals and customary closing conditions, including the listing of the Offered Securities on the TSX Venture Exchange ("TSXV"). All securities issued pursuant to the Offering will have a hold period of four months and one day.
The Offered Securities have not been, and will not be, registered under the U.S. Securities Act, or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Offered Securities in the United States, nor may there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Maritime Resources Corp.
Maritime (TSXV: MAE) is a gold exploration and development company focused on advancing the Hammerdown Gold Project in the Baie Verte District of Newfoundland and Labrador, a top tier global mining jurisdiction. Maritime holds a 100% interest directly and subject to option agreements entitling it to earn 100% ownership in the Green Bay Property which includes the former Hammerdown gold mine and the Orion gold project. Maritime controls over 439 km2 of exploration land including the Green Bay, Whisker Valley, Gull Ridge and Point Rousse projects. Mineral processing assets owned by Maritime in the Baie Verte mining district include the Pine Cove mill and the Nugget Pond gold circuit.
On Behalf of the Board:
Maritime Resources CORP.
Garett Macdonald, MBA, P.Eng.
President and CEO
Phone: (416) 365-5321
info@maritimegold.com
www.maritimeresourcescorp.com
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Caution Regarding Forward Looking Statements:
Certain of the statements made and information contained herein is "forward-looking information" within the meaning of National Instrument 51-102 - Continuous Disclosure Obligations of the Canadian Securities Administrators. These statements and information are based on facts currently available to the Company and there is no assurance that actual results will meet management's expectations. Forward-looking statements and information may also be identified by such terms as "anticipates", "believes", "targets", "estimates", "plans", "expects", "may", "will", "could" or "would". While the Company considers its assumptions to be reasonable as of the date hereof, forward-looking statements and information are not guarantees of future performance and readers should not place undue importance on such statements as actual events and results may differ materially from those described herein. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking statements in this news release include without limitation, statements with respect to the ultimate size of the Offering, the Company meeting all conditions for a timely closing of the Offering, including obtaining all required approvals, the proposed use of proceeds of the Offering, and the proposed closing date of the Offering, among others. All forward-looking information contained in this press release is given as of the date hereof, and is based on the opinions and estimates of management and information available to management as of the date hereof. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events, or otherwise, except as may be required by applicable securities laws.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
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