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:
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C$0.02, or
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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:
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Completion of satisfactory due diligence by the Company;
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Execution of a definitive asset purchase agreement;
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Receipt of all required regulatory and corporate approvals; and
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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.
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