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Element79 Gold Corp. (CSE: ELEM,OTC:ELMGF) (OTC: ELMGF) (FSE: 7YS) ("Element79", or the "Company") announces, further to the Company's news release dated April 28, 2026, that the special meeting (the "Meeting") of holders of common shares of the Company ("E79 Shareholders"), holders of options to purchase common shares of the Company ("E79 Optionholders") and holders of warrants to purchase common shares of the Company ("E79 Warrantholders", and together with the E79 Shareholders and the E79 Optionholders, the "E79 Securityholders"), originally scheduled to be convened at 10:00 a.m. (Vancouver time) on May 21, 2026, has been postponed
Postponement of the Meeting
The board of directors of the Company (the "Board") has determined to postpone the Meeting to a date to be confirmed by the Company by way of a subsequent news release. The postponement applies to the consideration by E79 Securityholders of the special resolution to approve the previously announced plan of arrangement (the "Arrangement") between the Company and Synergy Metals Corp. ("Synergy") under the terms of the amended and restated arrangement agreement dated effective April 13, 2026 between the Company and Synergy (the "Arrangement Agreement").
Reasons for the Postponement
The Board has resolved to postpone the Meeting in order to permit the Company and Synergy additional time to finalize certain amendments to the proposed Arrangement, the Arrangement Agreement and related ancillary documentation, and to ensure that such amendments are appropriately reflected in amended meeting materials prior to E79 Securityholders being asked to consider and vote on the Arrangement.
Amended Meeting Materials, Court Process and Record Date
Following finalization of the amendments referred to above, the Company intends to take the following steps:
(a) establish a new record date for the postponed Meeting in accordance with the directions of the Court and applicable law;
(b) apply to the Supreme Court of British Columbia (the "Court") for an amended interim order, or such other order as the Court may direct, in respect of the amended Arrangement Agreement and the calling, holding and conduct of the postponed Meeting;
(c) prepare and file under the Company's profile on SEDAR+ at www.sedarplus.ca, and mail to E79 Securityholders of record as at the new record date (if applicable), an amended management information circular and related proxy materials (collectively, the "Amended Meeting Materials") describing the amended Arrangement, the reasons for the recommendation of the Board, the procedures for voting at the postponed Meeting and other matters required to be disclosed thereunder; and
(d) re-solicit proxies and voting instructions from E79 Securityholders following the mailing of the Amended Meeting Materials.
The completion of each of the foregoing steps remains subject to, among other things, the receipt of applicable regulatory, Court and Canadian Securities Exchange ("CSE") approval, the finalization of the amendments to the Arrangement and Arrangement Agreement and the satisfaction or waiver of other conditions customary for transactions of this nature.
Contact Information
For corporate matters, please contact:
Michael Smith, Chief Executive Officer
E-mail: ms@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 news release contains "forward‐looking information" and "forward-looking statements" within the meaning of applicable Canadian securities laws (collectively, "forward‐looking statements"). Forward-looking statements relate to future events or the Company's future performance, business prospects or opportunities, and 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 postponement of the Meeting; the anticipated finalization of amendments to the Arrangement, the Arrangement Agreement and related documentation; the preparation, filing and mailing of the Amended Meeting Materials; the application to the Court for an amended interim order; the setting of a new record date and the holding of the postponed Meeting; the re-solicitation of proxies; the timing and completion of the Arrangement; the receipt of required E79 Securityholder, Court, regulatory and stock exchange approvals; the satisfaction of other conditions to completion of the Arrangement; and the listing of Synergy's common shares on the CSE following completion of the Arrangement.
Often, but not always, forward-looking statements can be identified by the use of words and phrases such as "plan", "expect", "intend", "anticipate", "estimate", "may", "will", "should", "could", "would", "believe", "continue", "potential", "target", "project", "seek", or similar expressions. Assumptions may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements cannot be guaranteed. Investors are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, assumptions or expectations upon which they are based will occur.
The forward-looking statements contained in this news release are based on certain expectations and assumptions made by the Company, including, without limitation, expectations and assumptions concerning: the ability of the Company and Synergy to finalize the amendments to the Arrangement and the Arrangement Agreement on the terms and within the timeframe currently contemplated; the granting by the Court of an amended interim order and the final order in respect of the amended Arrangement; the timely preparation, filing and mailing of the Amended Meeting Materials; the receipt, in a timely manner, of the requisite approvals of E79 Securityholders, the CSE and other regulatory authorities; the satisfaction or waiver of the other conditions to completion of the Arrangement; and the absence of any material change in the Company's business, operations or capital structure.
Forward-looking statements are subject to a variety of risks and uncertainties, many of which are beyond the control of the Company, which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this news release. Such risks and uncertainties include, but are not limited to: general global economic, market and business conditions; the failure to finalize the amendments to the Arrangement and the Arrangement Agreement on the terms or within the timeframe currently contemplated, or at all; the failure to obtain E79 Securityholder approval of the amended Arrangement; the failure to obtain the required Court approvals or the timely granting thereof; the failure to obtain approval of the CSE in respect of the amended Arrangement; the failure to satisfy the conditions to the completion of the Arrangement or to obtain other required approvals in a timely manner; the possibility that the Arrangement Agreement may be terminated in certain circumstances; the possibility that the postponed Meeting may not be held within the timeframe contemplated by the Company; changes in applicable laws or regulations; and other factors disclosed in the continuous disclosure filings of the Company available on SEDAR+ at www.sedarplus.ca.
The anticipated timeline for completion of the Arrangement, including for the holding of the postponed Meeting, may change for a number of reasons, including the inability to secure the necessary Court, regulatory or securityholder approvals in the time currently assumed by the Company, or the need for additional time to finalize the amendments to the Arrangement and the Arrangement Agreement or to satisfy the other conditions to completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this news release with respect to the timing of the postponed Meeting or whether the Arrangement, as amended, will be completed.
The forward-looking statements contained in this news release are made as of the date hereof. Except as required by applicable securities laws, the Company expressly disclaims any obligation to update, revise or correct any forward-looking statements, whether as a result of new information, future events or otherwise, after the date hereof.
Exchange Disclaimer
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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