Element79 Gold Wholly Owned Subsidiary Secures Loan Agreement to Advance Strategic Plan of Arrangement

(TheNewswire)

Vancouver, BC TheNewswire - October 5, 2023 - Element79 Gold Corp (CSE:ELEM ) ( FSE:7YS ) ( OTC:ELMGF) ("Element" or the Company") is thrilled to announce that its wholly-owned subsidiary, Synergy Metals Corp. ("Synergy") has signed a loan agreement (the "Loan") with 1425957 BC Ltd. (the "Lender") for CAD $200,000, which represents a significant step towards the financing of the plan of arrangement spin-out process (the "Plan of Arrangement" or the "Transaction") and the preparation for an impending amalgamation between Synergy and the Lender.

Synergy will deploy the Loan for various purposes, including startup capital, marketing fees, legal fees, listing fees, updating the Dale property's NI 43-101 report, and the exploration for minerals at the Dale property (the "Dale Property"). The Loan contains an interest rate of 14% per annum, calculated on the outstanding principal balance and payable as per the agreement's terms (among other customary conditions). Upon successful completion of the transaction, Synergy will issue shares on a 1:1 ratio to the Lender. Synergy will provide the Lender with a full corporate guarantee and the Lender will ‎hold a security interest in Synergy's collateral until full repayment of the Loan is achieved.‎

"This loan agreement marks a critical development in Element79's plan to complete the Plan of Arrangement "spin out" of the Company's Dale Property into Synergy Metals Corp.," said James Tworek, CEO of Element79. "Both companies are committed to this strategic partnership and look forward to achieving their shared goals of developing the Dale Property more completely."

Plan of Arrangement – Overview and Next Steps

To date, the Company has undertaken the following actions in furtherance of the transaction:

• Seek out qualified candidates for the Board of Directors and Management of the resulting entity

• Implementation of necessary corporate policies and plans

• Symbol reservation with the Canadian Securities Exchange (CSE)

• Appointment of transfer agent

• Commencement of drafting of legal documentation to effect the Plan of Arrangement structure finalization will follow a complete review and consideration of applicable tax, securities, corporate law and other relevant considerations and will be subject to the mutual agreement of the parties. It is anticipated that as part of the Plan of Arrangement, the Company and Synergy will undertake the following:

• Property transfer of the Dale Property

• Private Placement Financing through the issuance of common shares, units or subscription receipts, as the case may be

• Eventual distributions of shares of Synergy to Element shareholders by way of a court-approved plan of arrangement under the terms and conditions of an arrangement agreement

• Shareholder meeting

  • File Notice of Meeting and Record Date

  • Material distribution

  • Meeting

• Listing of resulting entity

  • Initial filing letter

  • CUSIP

  • Conditional Approval

  • Final Application

  • Final Bulletin confirming acceptance

For more information about Element79 Gold Corp and its subsidiary Synergy Metals Corp., please visit https://www.element79.gold

About Element79 Gold Corp.

Element79 Gold is a mining company focused on gold and silver committed to maximizing shareholder value through responsible mining practices and sustainable development of its projects.  Element79 Gold's main focus is on 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.

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 around the end of 2023.  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) and anticipates completing this sale before the end of 2023.

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, 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 through the rest of 2023.

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 Element79 Gold Corp or Synergy Metals Corp (hereinafter "the Company") 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. 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; 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.sedarplus.ca . 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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