Element79 Gold (CSE:ELEM, OTC PINK:ELMGF) is exploring and developing high-grade gold projects with near-term cash flow potential 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 production. Element79's Maverick Springs project in Nevada also creates a further opportunity for future revenue. A highly experienced management team with a proven track record of success leads the company toward fully realizing the potential of its assets.
Lucero is a past-producing high-grade gold mine that 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 19.0 g/t gold equivalent. A recent NI 43-101 report prepared by a third party indicates grades up to 116.8 g/t gold equivalent. The Lucero project also has high upside potential for further greenfield exploration in addition to producing near-term cash flow.
The Lucero Gold project has a 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.
This Element79 Gold profile is part of a paid investor education campaign.*
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.
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.
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.
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.
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 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’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:
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 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 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 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:
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.
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.
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February 12 2025 — Element79 Gold Corp. (CSE: ELEM, FSE: 7YS0, OTC: ELMGF) (the "Company" or "Element79") is pleased to announce that it has entered into a new Investment and Advisory Agreement with Crescita Capital LLC ("Crescita"), effective February 7, 2025 . This strategic agreement includes a CDN $5 million equity drawdown facility and advisory services aimed at accelerating the Company's growth and enhancing its operational and financial objectives.
Key Highlights of the Agreement:
1. CDN $5 Million Equity Drawdown Facility:
Crescita has committed to providing Element79 with a non-revolving equity drawdown facility of up to CDN $5 million. This funding mechanism will allow Element79 to access capital in tranches during a defined commitment period. Proceeds are expected to support the Company's ongoing exploration, mine development activities, and other corporate initiatives.
Per the terms of the Agreement, on signing, Element79 is to issue 10,000,000 Common Shares (Fee Shares); and 62,500 Common Shares (Initial Consulting Fee Shares) at a deemed value of CAD $0.04 per Common Share; plus 2,939,965 Fee Warrants to Crescita Capital LLC. The Fee Warrants are exercisable for 5 years from the date of issuance with a Warrant Adjusted Exercise Price equal to the greater of (i) the VWAP of the Common Shares during the Warrant Exercise Price Adjustment Period, and (ii) the Exchange Minimum Price at the time the Warrants were originally issued, in any case, subject to the applicable Listing Rules.
2. Strategic Advisory Services:
Crescita will deliver tailored advisory services to Element79, including guidance on business development, strategic mergers and acquisitions, and capital markets strategies. These services are designed to support Element79's efforts to unlock value across its portfolio of mining assets and drive sustainable growth.
3. Aligned Interests and Growth Focus:
Crescita has been an investor in Element79 Gold Corp's growth and development since 2021. This new Agreement reflects Crescita's confidence in Element79's vision and new mine development-focused strategy. In addition to providing funding, Crescita's extensive expertise in project development, financing, global capital markets and corporate strategy is expected to be a key driver in advancing Element79's operational goals.
James Tworek, Chief Executive Officer of Element79 Gold, commented:
"Crescita Capital LLC has been a key funding partner of ELEM since our IPO, having invested over $7.2M in Element79 over that time period, and this new capitalization and consulting agreement reflects our mutually-entrenched investment in the company's business strategy and growth focus for the future. This agreement not only secures the financial resources needed to advance our exploration and development projects but also brings valuable strategic advisory capabilities, highlighting that in the past we have built a strong company together and are looking at developing sustainable success together through the new, focused phase of corporate development. With this new financial facility in place as a strategic tool in our strategic toolkit, we are well-positioned to accelerate our growth trajectory and deliver on our commitments to shareholders."
About Element79 Gold Corp.
Element79 Gold is a publicly traded mining company focused on developing its portfolio of high-grade gold and silver assets. Its flagship project, the Lucero mine in Arequipa, Peru, is a past-producing property with significant resource potential. The Company also holds several exploration projects along Nevada's Battle Mountain trend, a region renowned for prolific gold production. Additionally, Element79 has recently transferred its Dale Property in Ontario to its subsidiary, Synergy Metals Corp., as part of a spin-out process.
Crescita Capital LLC, headquartered in the UAE, specializes in providing strategic investments and advisory services to mining and exploration companies. Crescita focuses on enabling companies to optimize their financial strategies, advance resource development projects, and achieve their long-term goals.
For more 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
For further updates on Element79 Gold Corp., visit www.element79.gold .
Copyright (c) 2025 TheNewswire - All rights reserved.
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Vancouver TheNewswire January 30, 2025 Element79 Gold Corp. (CSE:ELEM) (OTC:ELMGF) (FSE:7YS) ("Element79 Gold", the "Company") is providing a series of corporate updates regarding the multiple initiatives is has underway, including:
Bi-Weekly MCTO Status Update
Lucero Project, Community Update
Clover Project Status Update
Update on Synergy Metals Corp Plan of Arrangement Spin Out Transaction
Bi-Weekly MCTO Status Update
a biweekly default status update in accordance with National Policy 12-203 – Management Cease Trade Orders ("NP 12-203").
In a press release dated January 2 nd , 2025 and further advised on the 16 th , the Company announced (the "Default Announcement") that it submitted an application to the British Columbia Securities Commission (the "BCSC"), the Company's principal regulator, for a management cease trade order ("MCTO") in connection with the Company's delay in filing its audited annual financial statements for the year ended August 31, 2024, and the management's discussion and analysis and related CEO and CFO certificates for the period (collectively, the "Required Documents") which were required to be filed on or before December 30, 2024.
The MCTO was issued by the BCSC on January 2, 2025. It prevents the Company's Chief Executive Officer and Chief Financial Officer from trading in the Company's securities but does not affect the ability of other shareholders, including the public, to trade in the securities of the Company. The MCTO remains in effect until the Company files the Required Documents and the BCSC's Executive Director has revoked the MCTO. The Company continues to work diligently with its auditors and expects to file the Filings as soon as possible and in any event no later than February 28, 2025, as is required for compliance with the BCSC MCTO order.
The Company confirms that since the date of the Default Announcement: (a) there has been no material change to the information set out in the Default Announcement that has not been generally disclosed; (b) there has been no failure by the Company in fulfilling its stated intentions with respect to satisfying the provisions of the alternative information guidelines set out in NP 12-203; (c) there has not been, nor is there anticipated to be, any specified default subsequent to the default which is the subject of the Default Announcement; and (d) there is no other material information concerning the affairs of the Company that has not been generally disclosed.
The Company confirms that it will continue to satisfy the provisions of the alternative information guidelines under NP 12-203 by issuing bi-weekly default status reports in the form of news releases for so long as it remains delayed in filing the Required Documents.
Lucero Project, Community Update
The Element79 Gold Corp team remains committed to strengthening its relationship with the communities that form up the greater Chachas region (the "Community"), earning its role as a trusted ally through promoting mutual development of the Lucero mine project and the Community as a whole. Building up to the end of 2024, after receiving approval from the Community at large on October 6 in the Huarocopalca annex, the Company previously presented in writing agreements that await a counterproposal from the Community. The Company awaits receipt of the counterproposal prior to the upcoming April General Assembly, allowing time to understand and further discuss the objective of obtaining long-term surface rights authorization to commence exploration and mining activities at that meeting.
Additionally, the Company is waiting for further data from the Lomas Doradas (local artisanal mining) Association regarding the sixty-five (65) REINFOS that Element79 us willing to support in their formalization process within the Company's mining concessions at Lucero.
The Community has an upcoming annual anniversary on February 14 th , wherein it has requested a modest donation from the Company to help support the costs of the celebration. As part of Element79's Social Responsibility policy, we are fully committed to supporting the community's traditions and customs through donations that are reciprocated, allowing in exchange, an interim 7-day period surface access to the mining concessions with trained personnel, extraneous to other long-term contract negotiation, as soon as possible in 2025. Simliar to 2023 campaigns, this access period would grant the Company access to conduct water and soil sampling, mine data collection, and verification of coordinate points, which are necessary to formalize mining contracts for Lomas Doradas members and to advance the REINFO formalization process.
Clover Project Update
The Company updates that it has just received a notice from the United States Department of the Interior Bureau of Land Management ("BLM") stating that various claims, previously referred to as the Clover project (the "Clover Project") in Elko County, Nevada, have been forfeited by the Company and it has also learned through its own research that the claims have been over-staked by a third-party. Since acquiring the Clover project, the Company had made various site visits and had been working with other areas of the BLM relative to bonding, historical environmental work and drilling permitting, as well as had made payments to maintain the Clover Project's status prior to the BLM annual deadline. The Company believes its claim was cancelled incorrectly and it is reviewing any and all remedies to challenging this decision with the Interior Board of Land Appeals.
Update on Synergy Metals Corp Plan of Arrangement Spin-Out Transaction
The Company has received a closing agenda from its counsel and as the signing of the transaction documentation as reported on January 13, 2025, it is both preparing updated financial reporting documents for Synergy Metals Corp and awaiting updated financial documents from amalgamator company, 1425957 BC Ltd. to complete the submission package to the BC Courts and BCSC for approvals. Further updates on this progress will be provided in due course through the completion of the Plan of Arrangement transaction.
About Element79 Gold Corp.
Element79 Gold is a mining company actively exploring and developing its portfolio of assets, including the high-grade, past-producing Lucero project in Arequipa, Peru, and properties along the Battle Mountain Trend in Nevada. The Company also holds an option to acquire the Dale Property in Ontario and is advancing the plan of arrangement spin-out process for its majority owned subsidiary, Synergy Metals Corp.
For further details on this announcement and the Company's projects, 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: +1.403.850.8050
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 completion of the Spin-Out Arrangement, the completion of the Amalgamation, the completion of the Concurrent Financing, 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".
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.
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VANCOUVER, BC T heNewswire January 13, 2025 Element79 Gold Corp. (CSE: ELEM) (OTC: ELMGF) (FSE: 7YS) ("Element79", or the "Company") is excited to announce that, in connection with its proposed spin out transaction, it has entered an arrangement agreement dated January 10, 2025 (the " Arrangement Agreement "), with its majority owned subsidiary, Synergy Metals Corp. (" Synergy "), and that it has also entered into a merger agreement dated January 10, 2025 (the " Merger Agreement "), with Synergy, Synergy's wholly owned subsidiary, 1515041 B.C. Ltd. (" Synergy SubCo "), and 1425957 B.C. Ltd. (" 142 "), as further described below.
Arrangement
On July 17, 2023, the Company transferred all rights and data related to the " Dale Property ", being 90 unpatented mining claims located approximately 100 km southwest of Timmins, Ontario, to its newly incorporated subsidiary, Synergy. In exchange for this transfer, the Company was issued 2,000,000 Class "A" common voting shares in the capital of Synergy (" Synergy Shares ").
In anticipation of the reverse takeover of Synergy by 142 under the Merger Agreement, described below, the Arrangement Agreement has been entered by the Company, whereby 1,000,000 of the 2,000,000 Synergy Shares held by the Company will be distributed to the shareholders of the Company (the " Company Shareholders ") on a pro-rata basis (the " Spin-Out Arrangement "). In consideration for administrative support provided by the Company in connection with the arrangement transaction and Synergy's proposed subsequent application to list on the Canadian Securities Exchange and pursuant to the Arrangement Agreement, Synergy will issue an additional 10,000 Synergy Shares to the Company, which will also be distributed to the Company Shareholders as part of the Spin-Out Arrangement. The Spin-Out Arrangement will be a court ordered arrangement under the Business Corporations Act (British Columbia), and will be subject to approval by the Company Shareholders, as well as the British Columbia Supreme Court. It is anticipated that the Company will publish and distribute an information circular in respect of the meeting of the Company Shareholders to be held to vote on the Spin-Out Arrangement.
The Company currently holds approximately 60.24% of the Synergy Shares, excluding the 10,000 Synergy Shares to be issued to the Company under the Arrangement Agreement, and following the completion of the proposed Spin-Out Arrangement the Company is anticipated to hold approximately 30.03% of the Synergy Shares, while the Company Shareholders will hold approximately 30.33% of the Synergy Shares.
Merger
Subsequent to the Spin-Out Arrangement, Synergy proposes to acquire all of the issued and outstanding common shares in the capital of 142 (" 142 Shares ") in exchange for an equivalent number of Synergy Shares by way of a three cornered amalgamation whereby Synergy SubCo and 142 will amalgamate under the provisions of the Business Corporations Act (British Columbia) (the " Amalgamation ") to continue as one corporation pursuant to the terms of the Merger Agreement. As consideration for the 142 Shares, shareholders of the 142 Shares (" 142 Shareholders ") will receive, pursuant to the Merger Agreement, one Synergy Share for each 142 Share held.
Following completion of the Amalgamation under the Merger Agreement, the issued and outstanding Synergy Shares will be held (i) approximately 86.35% by the former 142 Shareholders (excluding participants in the Concurrent Financing (defined herein)), (ii) approximately 4.02% by the Company Shareholders, (iii) approximately 3.98% by the Company (iv) approximately 5.25% by other existing holders of Synergy Shares, and (v) 0.40% by participants in the Concurrent Financing. As such, the Amalgamation will constitute a reverse take over of Synergy by 142. Holders of warrants to purchase 142 Shares (" 142 Warrants ") will also receive one replacement warrant to purchase a Synergy Share for each 142 Warrant held. There are currently 21,000,000 142 Warrants outstanding.
The Amalgamation will be subject to approval by the 142 Shareholders, as well as Synergy (being the sole shareholder of Synergy SubCo). The Amalgamation's closing will also be subject to 142's completion of a private placement of 100,000 142 Shares at a price of $0.10 per 142 Share for gross proceeds of a minimum of $10,000, or an amount otherwise agreed by Synergy and 142 (the " Concurrent Financing "). Upon completion of the Amalgamation, Synergy intends to make an application that the Synergy Shares be listed and posted for trading on the Canadian Securities Exchange.
The Company is expected to hold 1,000,000 Synergy Shares after the Amalgamation, all of which will be subject to escrow on the same terms of as insiders of Synergy after the Amalgamation.
Together, the Spin-Out Arrangement and the Amalgamation are intended to effect a reorganization of the Company's current business into two separate corporate entities. The Company will maintain its business as a gold exploration company with the objective of exploring and ultimately developing gold projects in Peru and the USA, while Synergy will be an exploration Company focused on the Dale Property.
About Element79 Gold Corp.
Element79 Gold is a mining company actively exploring and developing its portfolio of assets, including the high-grade, past-producing Lucero project in Arequipa, Peru, and properties along the Battle Mountain Trend in Nevada. The Company also holds an option to acquire the Dale Property in Ontario and is advancing the plan of arrangement spin-out process for its majority owned subsidiary, Synergy Metals Corp.
For further details on this announcement and the Company's projects, 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: +1.403.850.8050
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 completion of the Spin-Out Arrangement, the completion of the Amalgamation, the completion of the Concurrent Financing, 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". \
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.
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Vancouver, January 2, 2025 TheNewswire - Element79 Gold Corp. ( CSE:ELEM ) ( OTC:ELMGF ) (FSE:7YS) ("Element79 Gold", or " the Company") announces today that due to timing delays related to changing auditors, it has miss ed its filing deadline of December 30, 2024 for its audited annual financial statements and accompanying M anagement's D iscussion and A nalysis as well as the related CEO and CFO certificates for the year ended August 31, 2024 (collectively, the "Annual Filings"), as required under applicable Canadian securities laws.
In connection with the Company's inability to file the Annual Filings on time, the Company announces that it was granted approval for a Management Cease Trade Order ("MCTO") under National Policy 12-203 – Management Cease Trade Orders ("NP 12-203") by the British Columbia Securities Commission , as principal regulator . The Company changed its auditor in May 2024, and as a result of audit complications and requirements resulting from increased transaction volume experienced by the Corporation, it requires the extension and therefore applied for the MCTO . The Company anticipates that, subject to current conditions remaining the same, it will require approximately three additional weeks to complete the process and will use its best efforts to complete the process within the timeline indicated.
The Company expects to file the Annual Filings as soon as they are available, but in any event no later than January 30, 2025 .
Until the Company files the Annual Filings, it will comply with the alternative information guidelines set out in NP 12-203. The guidelines, among other things, require the Company to issue bi-weekly default status reports, in the form of news releases, for so long as the Annual Filings have not been filed.
During the MCTO, the general investing public will continue to be able to trade in the Company's common shares listed on the Canadian Securities Exchange. However, the Company's Chief Executive Officer and Chief Financial Officer and such other directors, officers and persons as determined by the applicable regulatory authorities will not be able to trade in the Company's shares, nor will the Company be able to, directly or indirectly, issue securities to or acquire securities from an insider or employee of the Company until such time as the Annual Filings and all continuous disclosure requirements have been filed by the Company, and the MCTO has been lifted.
The Company confirms as of the date of this news release that there is no insolvency proceeding against it and there is no other material information concerning the affairs of the Company that has not been generally disclosed.
About Element79 Gold Corp.
Element79 Gold is a mining company actively exploring and developing its portfolio of assets, including the high-grade, past-producing Lucero project in Arequipa, Peru, and properties along the Battle Mountain Trend in Nevada. The Company also holds an option to acquire the Dale Property in Ontario and is advancing the Plan of Arrangement spin-out process for its wholly owned subsidiary, Synergy Metals Corp.
For further details on this announcement and the Company's projects, please visit www.element79.gold .
For corporate matters, please contact:
James C. Tworek, Chief Executive Officer
Email: jt@element79.gold
For investor relations inquiries, please contact:
Investor Relations Department
Phone: +1.403.850.8050
Email: investors@element79.gold
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
(TheNewswire)
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December 31, 2024 - TheNewswire - Vancouver, BC - Element79 Gold Corp. (CSE: ELEM, FSE: 7YS0, OTC: ELMGF) ("Element79 Gold" or "the Company") is pleased to share a summary of progress on Federal-level Peruvian small scale mining Formalization, a final 2024 update on its negotiations relative to renewing its surface access rights at its past-producing Lucero mine in Chachas, Arequipa, Peru and a glance at what to expect into 2025 with this project.
Quick Review of Peru ASM Formalization
By means of a simplified explanation, in Peru, the mineral rights in the country are held by the federal government and they are leased out to third parties on an annual basis. Separately, as a generalization, surface rights in and around communities are held by those communities for their use, distribution and development as the local community sees fit.
Over the past several years, there has been a Federal-level initiative to Formalize ~80,000 REINFO permit holders (Translation: Artisanal small-scale production or processing). The Federal objective is to bring greater order, control, working and operating standards, fair taxation and infrastructure development for the Artisanal and Small-Scale Mining (ASM) segment of the Peruvian mining industry. REINFO permit holders that Formalize will be allowed to keep operating.
The Federal deadline for Formalization has shifted several times, with the most recently planned date being December 31, 2024. Without a final formal structure to enact this change, the Federal Government recently pushed this Formalization date out to June 30, 2025.
Review of Lucero Mine Social Since Acquisition
Lucero is a past producing mine project (1989-2005) encompassing 10,813 hectares of contiguous land located in Chachas, Arequipa, Peru. Element79 Gold Corp completed a full corporate acquisition of Calipuy Resources Ltd. , a private company that held the mineral rights to the Lucero project, as well as a small-scale production permit (REINFO, permitting underground exploration and production) in June 2022. Through the end of 2022 and start of 2023, the Company worked with past Chachas administrations ("the Community") to obtain access to the Lucero mine and execute two exploration and sampling programs in 2023. [ 1 ], [ 2 ]
At the end of 2023, the terms of both the former mayor of Chachas and the former head of the local artisanal miner's association, Lomas Doradas ended. Past representations from the Community buoyed the Company's perspective on the probability of permit renewals through the first half of 2024. However, the new administration has been slow to enact new permits.
Through 2024, the Company continued with several community-development focused initiatives , opened a field office in Chachas, and carried out ongoing community efforts with its highly-reputable and well-known community team, This intensifying community relations work has helped the Chachas-region community at large to understand the Company's vision and ‘we all win together' mentality.
These efforts yielded a greater-community vote of over 75% approval on October 6 th , 2024 to have the local administration complete long-term surface access contracts with the Company for mutual benefit and growth as the mine is brought back to commercial production. Large parts of this approval are centered around the community understanding that there will be greater win-win benefits as Element79 Gold Corp continues developing the mine to restart production. In line with the newly extended deadline for the formalization of REINFOS is June 30, 2025, Lomas Doradas has requested to formalize 65 REINFO exploitation contracts with the Company, each with five-year terms.
Since this approval on October 6, 2024, the Company via its community relations team have been meeting with the Community leadership, and state-level authorities. The Community indicated that its goal was to have these contracts executed before the end of the year. Despite best efforts and getting closer to final agreements on terms, the Community has now pushed the completion of the contracts to the next General Assembly of April 2025.
The Company holds the Lucero Project including the mineral rights to the mine and exploration assets, and has signed a LOI for exclusive purchase rights to the Tailings as a significant business investment. The Company maintains their value as a significant opportunity for generating revenue in the near term.
Next Steps
Following guidance from the Company's field team at GAE, which has spent months in Chachas, holding face-to-face meetings with the various community leaders and heads of Lomas Doradas, as well as state-level administration, the Company plans to finalize agreements from both a legal and social perspective.
It has become clear that formally requesting Arequipa GREM (Development for Energy & Mines) and ARMA (State Environmental body) to act as institutional mediators is required to bring final long-term agreements between Element79 Gold Corp (via its wholly-owned subsidiary Minas Lucero del Sur), the Chachas Community, and the Lomas Doradas Association to completion.
It is currently estimated that within the first quarter of 2025, a few mine site visits and two to three mediation sessions by the GREM team in the same timeline, final agreements will be achieved. The Company is coordinating with legal counsel for these efforts and looks forward to having these key contracts complete for the General Assembly in April, as the rainy season ends. After the agreements are completed, the Company's core focus would shift to exploration and mining-related matters, preparing for 2025 campaigns to kick off.
About Element79 Gold Corp.
Element79 Gold is a mining company actively exploring and developing its portfolio of assets, including the high-grade, past-producing Lucero project in Arequipa, Peru, and properties along the Battle Mountain Trend in Nevada. The Company also holds an option to acquire the Dale Property in Ontario and is advancing the Plan of Arrangement spin-out process for its wholly owned subsidiary, Synergy Metals Corp.
For further details on this announcement and the Company's projects, 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: +1.403.850.8050
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 completion of the Spin-Out Arrangement, the completion of the Amalgamation, the completion of the Concurrent Financing, 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". \
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.
News Provided by TheNewsWire via QuoteMedia
Management Comment
Mr. Mark English, Managing Director:
“The first ore was shovelled at Jeffreys Find in May 2023. In just a couple of years this short-life mine has now generated more than $100 million in gold sales for the Project.
“Before starting we estimated a gold price of A$2,600 an ounce. Who could have envisaged that we would be selling gold at more than A$4,600 an ounce. By any measure it’s a brilliant result.
“However, not all the money is in the bank yet. We are expecting millions more in surplus cash to be received. we are expecting millions more in cash over the next few months.
“For the 2024/25 period, Stage Two of the Project, we’ve produced more than 17,900 ounces of gold with more processing to come. Our partner BML is negotiating a toll milling agreement for a parcel of up 60,000 tonnes, which is currently on the ROM Pad at the mine site. When everything is completed, we will get the final picture on just how successful the Jeffreys Find Gold Mine has been.
“Our JV agreement with BML Ventures stipulates that only after all the gold has been sold and all costs have been paid is the final surplus cash distribution paid.
“We’ve just received a further $1.5 million as an interim payment from BML which brings us to $8.1 million in total for Stage Two payments.
“BML has advised to expect an additional $3 million to $4 million in cash payments once the last of the gold is sold.
“Jeffreys Find Gold Mine has been a defining experience for Auric,” said Mr English.
Photo: The Goodbye Cut at Jeffreys Find Pit. Photo – 27 January 2025.
Through Auric’s joint venture partner BML Ventures Pty Ltd of Kalgoorlie (BML) a total of 17,901 ounces of gold has been sold from Stage Two mining at Jeffreys Find as of 21 February 2025.
Ore was milled in multiple campaigns at The Greenfields Mill, Coolgardie (Greenfields) and at the Three Mile Hill Plant, Coolgardie (Three Mile Hill) during 2024 and early 2025.
For Stage Two the highest gold price achieved was A$4,625 an ounce whilst the average price was A$4,024 per ounce.
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This article includes content from Auric Mining, licensed for the purpose of publishing on Investing News Australia. This article does not constitute financial product advice. It is your responsibility to perform proper due diligence before acting upon any information provided here. Please refer to our full disclaimer here.
