Element79 Gold Corp Announces Completion of Debt Settlement and Closing of First Tranche of Private Placement

Element79 Gold Corp Announces Completion of Debt Settlement and Closing of First Tranche of Private Placement

(TheNewswire)

Element79 Gold Corp.

Vancouver, British Columbia TheNewswire - March 14, 2024 - Element79 Gold Corp (the "Company") (CSE:ELEM) (OTC:ELMGF) (FSE:7YS0) a mining company focused on the exploration for and production of gold and silver, is pleased to unveil updates on strategic initiatives aimed at bolstering the Company's financial position and enhancing shareholder value.

Completion of Share for Debt Settlements and Debt Conversion

Pursuant to its previous press releases (November 17 and December 19, 2023) the Company is pleased to announce that it has, through the approved shares for debt settlements, cleared a total of $3.76 million in in corporate debt allowing for a balance sheet that allows for growth. The Debt settlement and issuance of 3.76 million shares was approved by shareholders at a Special meeting held December 19, 2023.

Also pursuant to the Special Meeting shareholders approved of the assignment of debt from Crescita Capital LLC to Tellus LLC, a reputable third party, that allowed them to convert a $2 million promissory note into Element79 Gold Corp shares at the same $0.10 conversion price.

James C. Tworek, CEO of Element79 Gold Corp, states: "The Company's Board and Management team have expressed a strong commitment to improving the balance sheet which we feel the completion of these Debt settlements has allowed us to do that. The welcomed addition of Tellus LLC as a strategic shareholder signifies a shared vision to transform Element79 Gold Corp into a producing mining company.  Further work securing immediate-term financing for the advancement of project development is finding significant traction with strategic investors. reinforcing the company's ability to execute its 2024 goals."

Closing of First Tranche of Private Placement

The Company further notes that pursuant to its press release of March 11, 2024, it has received and closed on an aggregate of $250,000 and issued 1,086,956 Units of its Non-Brokered Private Placement (the "Placement"). The Placement consists of Units of the Company (each a "Unit") at a purchase price of $0.23 per Unit.  Each Unit will be comprised of one common share of the Company (a "Common Share") and one common share purchase warrant (each a "Warrant"). Each Warrant will be exercisable for one Common Share at a price of $0.35 per Common Share for two (2) years from the date of issuance.

The warrants are subject to an acceleration clause whereby should the shares of the Company trade at or above $0.40 per share on the North American stock exchange on which it is then listed for ten consecutive trading days (after the date that is four months and one day from the closing of the Offering) the warrants may be accelerated. A finder's fee of 7% cash and 7% in Broker's Warrants (priced at $0.35, $0.40 accelerator clause, 2-year expiry in line with the Unit Warrants) will be paid to intermediaries for the closing of the first tranche.

Element79 will continue to seek further funding - and wishes to increase the amount of the Placement from $400,000 to up to $600,000

Re-Pricing of Historical Warrants

The Company also announces that it intends to reprice an aggregate 1,290,000 warrants of the Company previously issued on March 6, 2020 for 1 million warrants and September 8, 2023 for 290,000 warrants. These warrants were originally issued with an exercise price of $0.10 and $0.05 but were subject to a 10 to 1 consolidation making them now $0.50 and $1.00 respectively. The Company is proposing to reprice the warrants to $0.35 each.  All other terms of these Historical Warrants remain unchanged other than as set out in the original warrants.

The Company will file a Form 13 with the CSE if and once the amendment is completed.

About Element79 Gold Corp

Element79 Gold Corp is a gold and silver mining company committed to maximizing shareholder value through responsible mining practices and sustainable development of its projects.  Element79 Gold's core focus is on developing its past-producing, high-grade gold and silver mine, the Lucero project located in Arequipa, Peru, with the intent to restart production in 2024.

The Company also holds a portfolio of 5 properties along the Battle Mountain trend in Nevada, with the Clover and West Whistler projects believed to have significant potential for near-term resource development. Three properties in the Battle Mountain Portfolio are under contract for sale to Valdo Minerals Ltd., with an anticipated closing date in the first half of 2024.  The Company has also signed an Option Agreement to sell the Maverick Springs project, an advanced-stage exploratory property with an Inferred Resource of 3.71MMoz AuEq (1.37MMoz Au and 175MMoz Ag) (see 43-101 technical report titled: Amended Technical Report on the Maverick Springs Project, Nevada, USA, by Allan Armitage, PhD., P.Geo, and Rohan Millar, B.Sc. P.Geo., dated October 7, 2022, available on SEDAR) and anticipates completing this sale on or before July 21, 2024.

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 has an option to acquire a 100% interest in the Dale Property, 90 unpatented mining claims located approximately 100 km southwest of Timmins, Ontario, and has recently announced that it has transferred this project to its wholly-owned subsidiary, Synergy Metals Corp, and is advancing through the Plan of Arrangement spin-out process.

For more information about the company please visit our official website at www.element79.gold

Contact Information

For corporate matters, please contact:

James C. Tworek, Chief Executive Officer and Director

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 release 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 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.

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) 2024 TheNewswire - All rights reserved.

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Not for distribution to United States newswire services or for dissemination in the United States.

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    • Brownfield project: Previously mined at 8 gpt, over 43,000 m drilled, step out holes hit structure (up to 1200 m). Only 11% of veins (2 out of 7 deposits) exploited. PEA 2023: NPV: USD $371M(5%) at $2000 /oz Au.
    • Technical assessments: 23 km underground workings, possibility for a zero- emission mine.
    • 4500 m Drill Plan to confirm high-grade underground potential at orogenic deposit with good continuity and structural control (stepout holes hit structure, up to 1200 m). Targeting 2 Moz at 5 g/t Au (with 3 g/t cut off) resource.

Lode Gold and the team invite interested investors and stakeholders to contact us and schedule an in-person meeting to learn about upcoming catalysts, the upcoming shareholder spinoff, and the exploration plans for 2024-2025. For more details, visit our website at www.lode-gold.com.

About Lode Gold

Lode Gold (TSXV: LOD) is an exploration and development company with projects in highly prospective and safe mining jurisdictions in Canada and the United States.

Its Golden Culvert and WIN Projects in Yukon, covering 99.5 km2 across a 27-km strike length, are situated in a district-scale, high-grade-gold-mineralized trend within the southern portion of the Tombstone Gold Belt. Gold deposits and occurrences within the Belt include Fort Knox, Pogo, Brewery Creek and Dublin Gulch, and Snowline Gold. A NI 43-101 technical report entitled "Technical Report on the WIN-Golden Culvert Property for Lode Gold" with an effective date of May 15, 2024, summarizing the work to date on these properties is available on the Company's profile on SEDAR+ (www.sedarplus.ca) and on the Company's website (www.lode-gold.com).

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

The Company is also advancing its Fremont Gold development project in the historic Mother Lode Gold Belt of California where 50,000,000 oz of gold has been produced. Fremont, located 500km north of Equinox Gold's Castle Mountain and Mesquite mines, has a Preliminary Economic Assessment ("PEA") with an after-tax NPV (5%) of USD $217M, a 21% IRR, 11-year LOM, averaging 118,000 Oz per annum at USD $1,750 gold. A sensitivity to the March 31, 2023 PEA at USD $2,000/oz gold gives an after-tax NPV (5%) of USD $370M and a 31% IRR over an 11-year LOM. The project hosts an NI 43-101 resource of 1.16 MOz at 1.90 g/t Au within 19.0 MT Indicated and 2.02 MOz at 2.22 g/t Au within 28.3 MT Inferred. The MRE evaluates only 1.4 km of the 4 km strike length of the Fremont property which features five gold-mineralized zones. Significantly, three step-out holes at depth hit the mineralized structure, typical of orogenic deposits that often occur at depth. Fremont is located on 3,351 acres of 100% owned private land in Mariposa, the original Gold Rush County, and is 1.5 hours from Fresno, California. The property has year-round road access and is close to airports and rail.

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

QUALIFIED PERSON STATEMENT

The scientific and technical information contained in this press release has been reviewed and approved by Jonathan Victor Hill, Director, BSc (Hons) (Economic Geology - UCT), FAusIMM, and who is a "qualified person" as defined by NI-43-101.

ON BEHALF OF THE COMPANY

Wendy T. Chan, CEO & Director

Information Contact

Winfield Ding
CFO
info@lode-gold.com
+1-416-320-4388

Kevin Shum
Investor Relations
kevin@lode-gold.com
+1 (647) 725-3888 ext. 702

Cautionary Note Related to this News Release and Figures

This news release contains information about adjacent properties on which the Company has no right to explore or mine. Readers are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on the Company's properties.

Cautionary Statement Regarding Forward-Looking Information

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release includes "forward-looking statements" and "forward-looking information" within the meaning of Canadian securities legislation. All statements included in this news release, other than statements of historical fact, are forward-looking statements including, without limitation, statements with respect to the completion of the transaction and the timing thereof, the expected benefits of the transaction to shareholders of the Company, the structure, terms and conditions of the transaction and the execution of a definitive agreement, the timing of submission to the CSE and TSXV, Gold Orogen raising an additional $1,500,000 and the anticipated use of proceeds. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions and includes the negatives thereof.

Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which the Company operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies. These include assumptions regarding, among other things: that the Company and GRM will be able to negotiate the definitive agreement on the terms and within the time frame expected, that the Company and GRM will be able to make submissions to the CSE and TSXV within the time frame expected, that the Company and GRM will be able to obtain shareholder approval for the transaction, that the Company and GRM will be able to obtain necessary third party and regulatory approvals required for the transaction, if completed, that the transaction will provide the expected benefits to the Company and its shareholders.

There can be no assurance that forward-looking statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include adverse market conditions, general economic, market or business risks, unanticipated costs, the failure of the Company and GRM to negotiate the definitive agreement on the terms and conditions and within the timeframe expected, the failure of the Company and GRM to make submissions to the CSE and TSXV within the timeframe expected, the failure of the Company and GRM to obtain shareholder approval for the transaction, the failure of the Company and GRM to obtain all necessary approvals for the transaction, and r other risks detailed from time to time in the filings made by the Company with securities regulators, including those described under the heading "Risks and Uncertainties" in the Company's most recently filed MD&A. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.

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