FireFox Gold Announces the Closing of a Strategic Financing and an Option Agreement with Agnico Eagle Mines Limited

FireFox Gold Announces the Closing of a Strategic Financing and an Option Agreement with Agnico Eagle Mines Limited

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES

FireFox Gold Corp. (TSXV:FFOX)(OTCQB:FFOXF) ("FireFox" or the "Company") today announced that it closed a non-brokered private placement of 22,507,840 units of the Company ("Units") at a purchase price of $0.075 per Unit, for total gross proceeds of $1,688,088 (the "Private Placement"). Concurrent with the Private Placement, FireFox, together with its wholly-owned subsidiary FireFox Gold Oy, entered into an earn-in agreement (the "Earn-in Agreement"), pursuant to which FireFox Gold Oy granted a subsidiary of Agnico Eagle Mines Limited ("Agnico") the right to earn an interest in the Kolho properties located in northern Finland (the "Kolho Property

Patrick Highsmith, Chairman of FireFox commented on the transactions, "We are excited to form this alliance with Agnico Eagle. Not only does the strategic investment recognize the potential of our more advanced projects, such as Mustajärvi, but the option agreement also demonstrates the geological potential of our Kolho Property. We are proud to add Agnico Eagle to our roster of strong shareholders as the strategic backbone for our future growth through discovery."

Carl Löfberg, CEO of FireFox added, "Our company was the first junior gold explorer built around a Finland-based CEO and Finland-based exploration management. Now we are part of a growing community of local and international mining professionals in Finland, and we find ourselves working closely with Europe's largest gold miner. We look forward to working with the Agnico Eagle team at the Kolho Property."

Private Placement

Pursuant to the Private Placement, the Company issued 19,010,000 Units to Agnico at a purchase price of $0.075 per Unit, for gross proceeds of $1,425,750. Each Unit is comprised of one common share of the Company ("Common Share") and one common share purchase warrant ("Warrant"), with each Warrant being exercisable to acquire one Common Share (a "WarrantShare") at an exercise price of $0.10 per Warrant Share for a term of five years following the closing of the Private Placement, subject to adjustment and an acceleration of the expiry date upon the occurrence of certain events. The proceeds of the Private Placement will be used for drilling and exploration expenditures on FireFox's Mustajärvi project, other exploration investment on the Company's projects in Lapland, and general working capital.

On closing of the Private Placement, Agnico will own 19,010,000 Common Shares and 19,010,000 Warrants, representing approximately 10.9% of the issued and outstanding Common Shares on a non-diluted basis and 19.6% of the Common Shares on a partially-diluted basis.

In connection with the Private Placement, FireFox entered into an investor rights agreement with Agnico (the "Investor Rights Agreement"). Pursuant to the Investor Rights Agreement, Agnico is entitled to certain rights, provided Agnico maintains certain ownership thresholds in FireFox, including: (i) the right to participate in equity financings and top-up its holdings in relation to dilutive issuances in order to maintain its pro rata ownership interest in FireFox at the time of such financing or acquire up to a 19.99% ownership interest, on a partially diluted basis, in FireFox; and (ii) the right to nominate one person to the board of directors of FireFox. Agnico has not elected to exercise this right as of the closing of the Private Placement.

Crescat Portfolio Management LLC ("Crescat") exercised its participation right and subscribed for 3,497,840 Units on the same terms as Agnico for additional gross proceeds of $262,388. Upon closing, Crescat will own 31,188,969 Common Shares and 8,050,678 Warrants, representing approximately 17.8% of the issued and outstanding Common Shares on a non-diluted basis and 21.5% of the Common Shares on a partially-diluted basis. Crescat has agreed to restrict the exercise of any Warrants if to do so would result in Crescat owning or controlling 20% or more of the then issued and outstanding Common Shares of the Company (calculated on a non-diluted basis), provided that Crescat may exercise all of its Warrants in certain circumstances (including for the purpose of participating in a take over bid, arrangement, amalgamation or similar transaction, or change in control of the Company), subject to compliance with applicable securities laws including obtaining prior requisite disinterested shareholder and TSX Venture Exchange ("TSXV") approvals.

The participation of Crescat in the Private Placement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61- 101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and TSXV Policy 5.9 -- Protection of Minority Security Holders in Special Transactions. In connection with his related party transaction, the Company is relying on the formal valuation and minority approval exemptions of 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the portion of the Private Placement subscribed for by Crescat does not exceed 25 percent of the Company's market capitalization.

The Common Shares and Warrants issued in connection with the Private Placement and the Warrant Shares underlying the Warrants are subject to a statutory hold period of four months plus one day from the date of completion of the Private Placement, in accordance with applicable securities legislation.

Option Agreement

The Kolho Property is a group of exploration permit applications and one exploration permit (Nuttio) that occupies a prospective structural corridor northeast of Rupert Resources' Ikkari discovery and FireFox's Sarvi property (see Figure 1 below). The Kolho Property covers more than 120 km2, and FireFox has completed detailed airborne magnetic surveys and limited reconnaissance mapping and sampling in the area.

Pursuant to the terms of the Earn-in Agreement, FireFox granted Agnico an exclusive right to earn a 51% interest in the Kolho Property by incurring exploration expenditures totaling US$5,000,000 before the fifth anniversary of entering into the Earn-in Agreement (the "Earn-in Grant Date"), of which US$2,000,000 will be a committed amount required to be spent on or prior to the third anniversary of the date that certain permits are granted in respect of the Kolho Property.

Upon Agnico earning a 51% interest in the Kolho Property, Agnico and FireFox will enter into a joint venture agreement (the "JV Agreement"), pursuant to which, Agnico will become the operator of the venture and be entitled to a 5% management fee. Under the JV Agreement, Agnico will be granted the right to acquire an additional 24% interest in the Kolho Property by incurring additional exploration expenditures totaling US$7,500,000 before the eighth anniversary of the Earn-in Grant Date. A portion of the Kolho Property is subject to an existing 1.5% net smelter return royalty.

Neither the Earn-in Agreement nor the Private Placement affect any of FireFox's other mineral rights in Lapland. The Company maintains 100% control of its Mustajärvi Project, as well as the Jeesiö and Sarvi properties where earlier stage exploration targets are being advanced.

For more information concerning the Company, please refer to the Company's profile on the SEDAR+ website at www.sedarplus.ca and the Company's website at www.firefoxgold.com.

Figure 1: Location of Kolho Property.

About FireFox Gold Corp.

FireFox Gold Corp. is listed on the TSX Venture Stock Exchange under the ticker symbol FFOX. FireFox also trades on the OTCQB Venture Market Exchange in the US under the ticker symbol FFOXF. The Company has been exploring for gold in Finland since 2017 where it holds a large portfolio of prospective ground.

Finland is one of the top mining investment jurisdictions in the world as indicated by its multiple top-10 rankings in recent Fraser Institute Surveys of Mining Companies. Having a strong mining law and long mining tradition, Finland remains underexplored for gold. Recent exploration results in the country have highlighted its prospectivity, and FireFox is proud to have a Finland based CEO and technical team.

Forward-Looking Information

Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the terms and conditions of the JV Agreement; anticipated payments under the Earn-in Agreement and JV Agreement, including any advancement on the Kolho Property; the terms and conditions of the Private Placement; anticipated use of net proceeds from the Private Placement, including any advancement on the Mustajärvi project; and Crescat's exercise of all of its Warrants and the Company obtaining requisite disinterest shareholder and TSXV approvals in connection therewith. Often, but not always, forward-looking statements or information can be identified by the use of words such as "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. With respect to forward-looking statements and information contained herein, FireFox has made numerous assumptions including among other things, assumptions about general business and economic conditions. The foregoing list of assumptions is not exhaustive.

Although management of FireFox believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward-looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks relating to FireFox's financing efforts; risks associated with the business of FireFox; business and economic conditions in the industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks relating to inaccurate geological and engineering assumptions (including with respect to the tonnage, grade and recoverability of reserves and resources); risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters); risks relating to adverse weather conditions; political risk and social unrest; changes in general economic conditions or conditions in the financial markets; changes in laws (including regulations respecting mining concessions); and other risk factors as detailed from time to time. FireFox does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

For more information, please contact:

FireFox Gold Corp.
Carl Löfberg
Chief Executive Officer
FireFox Gold Corp.
Email: info@firefoxgold.com
Telephone: +1-778-938-1994

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

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities Laws.

THE SECURITIES OFFERED HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS. THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.

SOURCE: FireFox Gold Corp.



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AGNICO EAGLE ANNOUNCES FINANCING AND AN EARN-IN AGREEMENT WITH FIREFOX GOLD CORP.

AGNICO EAGLE ANNOUNCES FINANCING AND AN EARN-IN AGREEMENT WITH FIREFOX GOLD CORP.

Stock Symbol:  AEM (NYSE and TSX)

Agnico Eagle Mines Limited (NYSE: AEM) (TSX: AEM) ("Agnico Eagle") announced today that it has acquired 19,010,000 units ("Units") of FireFox Gold Corp. (TSX-V: FFOX) ("FireFox") in a non-brokered private placement at a price of $0.075 per Unit for total consideration of approximately $1,425,750 . Each Unit was comprised of one common share of FireFox (a "Common Share") and one common share purchase warrant of FireFox (a "Warrant"). Each Warrant entitles the holder to acquire one Common Share at a price of $0.10 at any time prior to December 20, 2028 subject to acceleration of the expiry date upon the occurrence of certain events.

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  • 23MJ001
    • 11.95m averaging 9.69 g/t Au from 5.4 metres down hole (includes 0.3 metres of core loss);
      • including 0.75m at 94.50 g/t Au; and
    • 5.35m averaging 8.09 g/t Au from 37.25 metres down hole;
      • including 0.85 m at 28.87 g/t Au.
  • 23MJ002
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      • including 1.0 meter at 10.51 g/t Au; and
    • 9.00 m averaging 1.06 g/ Au from 103.0 metres down hole.
  • 23MJ003
    • 9.50 m averaging 2.08 g/t Au from 155.5 metres down hole;
    • 2.45 m averaging 15.22 g/t Au from 248.65 meters down hole;
      • including 1.45m at 24.16 g/t Au.
  • 23MJ004
    • 20.45 m averaging at 5.14 g/t Au from 12.0 metres down hole;
      • including 0.75 m at 23.92 g/t Au;
      • including 3.15 m at 13.69 g/t Au;
      • including 0.9 m at 20.83 g/t Au; and
    • 14.8 m averaging 6.00 g/t Au from 54.0 metres down hole;
      • including 3.45 m at 19.43 g/t Au , which includes 1.55 m at 34.72 g/t Au.

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Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: SBMIF) ("Lode Gold " or the "Company") is pleased to provide a year-end update.

Dear Investors,

I am excited to update you on our progress since I took over as CEO less than a year ago, just before Christmas in December 2023. With the support of the board, key shareholders, and the dedicated Lode Gold team, we have raised $6M since March 2024 and completed numerous tasks to reorganize the Company. These efforts have positioned us for future success and growth, and I am grateful for the continued support and confidence you have shown in our vision.

Strategy: Create Two Pure Play Companies to Unlock Value and Attract New Investors

Last year, around this time, I met with bankers to discuss how we plan to unlock value by spinning out the Company's assets to create two pure-play companies. This strategy resonated with many as Lode Gold has key assets situated in highly prospective mining regions in Canada and the United States. This initiative immediately creates two $7M companies from one $7M entity, thereby generating accretive value for shareholders.

Focus on Intrinsic Asset Value vs Market Cap: Do some small-cap stocks outperform large-cap investments in the long run?

Clifford Asness, who played a key role in building Goldman Sachs' Global Alpha before founding AQR, and now manages over $33 billion in assets, published a whitepaper that challenged the Efficient Market Theory. It stipulated that value may be factored into price with large-cap companies, but it may not be the case with small-cap stocks1. It states that with small or micro-cap stocks, the Less-Efficient-Market Hypothesis often holds. Why? The market is inherently inefficient due to a fragmented shareholder base and a lack of distribution, awareness and liquidity. As such, if capital is patient, investing in a small-cap stock may result in a higher return on investment in the long run compared to a large-cap stock.

In the case of Lode Gold, the intrinsic value, verified with a third-party NI 43-101 technical report, has an NPV USD $370M, yet the market cap trades at a fraction of the real value. Notwithstanding, a planned spin-out transaction valued at an additional $7.65M (pre-money value to current Lode Gold shareholders) has already obtained conditional approval.

This is a value proposition, validated by smart money: strategic investors and institutional shareholders; a total of four own approximately 60%. Intrigued by the potential of this undervalued play, I accepted the challenge of leading its turnaround and growth.

Near-Term: Gold Orogen spin out to unlock value for shareholders

The company has three key orogenic assets, with proven gold endowment.

To unlock value for shareholders; immediately we are spinning out the Canadian assets into a new company, Gold Orogen. Each Lode Gold shareholder will get shares of Gold Orogen; via a tax-efficient spin-out.

Additionally, a $3M raise has been completed at Gold Orogen, based on a $7.65M pre-money valuation. The current valuation for Lode Gold, the parent company, is at $7M. We are topping up with an additional $1.5M to ensure a $4.5M investment program for 2025 at Gold Orogen; as such both the assets in Yukon and NB will be drilled in the upcoming exploration season in the new year. Post-money, Gold Orogen will be at $12M+.

A gold asset on the Mother Lode Belt with MRE: 1 (M&I) + 2 (Inferred) Moz Au and a 2023 PEA: USD $370M (NPV 5%) will remain in the parent co, Lode Gold. Lode Gold intends to pursue a high grade underground mine opportunity. This project sits on 100% privately owned patented land where the mining license was suspended in 1942 due to the war effort.

Spin Out Unlocks Shareholder Value: Confirmed gold endowment and RIRGS on Tombstone Belt

The spin-out will result in the formation of two pure-play companies, each focused on specific areas of exploration in Canada and the US.

Company 1: Spin Co - Gold Orogen

Asset 1:

  • 27 km strike, 99.5 km2in Yukon, prolific Tombstone Belt (Snowline, 3 Aces, Sitka Gold)
  • Total of four Reduced Intrusive Targets (RIRGS)

Asset 2:

  • New Brunswick: Created one of the largest land packages (420 km2)
  • Geological analogue to New Found Gold, Galway, Calibre Mining and Puma-Kinross
  • Confirmed gold endowment

Company 2: Parent - Lode Gold

Lode Gold is the first company to evaluate this project from an underground perspective.

  • Brownfield, previously mined at 8 g/t in the 1940's.
  • 4 km strike on the 190 km mineralized Mother Lode Belt: 50,000,000 oz produced
  • 100% owned private and patented land: 3,351 acres, Mariposa County
  • California: 700 permitted mines; 14 gold
  • Mine suspended in 1942 due to gold prohibition in WWII
  • Target: 2 Moz underground 5 g/t Au
  • Typical Orogenic Deposit with Structural Controls
  • 3 Step-Out Holes hit structure (up to 1,200 m)
  • 2 nearby mines were up to 1,800 m deep at 13 g/t
  • 43,000 m drilled with 23 km of underground workings
  • 11% of the veins (2 of 7 deposits) exploited; mostly in the first 250 m
  • 2023 MRE: 1 Moz (M&I) + 2 Moz (Inferred)
  • 2023 PEA at USD $2,000/oz Au: After-tax NPV (5%) USD $370M, 31% IRR, 11 years LOM
  • Close to road, rail, power, water

Milestones Achieved in 2024:

1. Executed Spin Out Plan

  • Received conditional acceptance from the TSXV for the spinout transaction

2. Improved Capital Structure

  • Lode Gold added two additional key institutional and strategic shareholders
  • For $3M, a 19.9% strategic joint venture partner with strong technical expertise, was added to the new Spin Co
  • Tight share structure: 10:1 consolidation. About 40.000,000 shares outstanding for both companies

3. Cleaned Up Balance Sheet

  • Converted a secured debt holder to be the second-largest shareholder
  • Repaid shareholder working capital loan
  • Resolved a legacy lawsuit and eliminated a $1.6M liability

4. Enhanced Value of Assets in Yukon, New Brunswick and California

  • New Brunswick:
    • Created one of the largest land packages in the province, potentially a district play
    • Completed comprehensive geophysics and soil sampling to define drill targets
  • Yukon:
    • Identified four RIRGS targets for exploration work in 2025
    • Confirmed RIRGS at WIN; high bismuth : gold ratio, gold-bearing sheeted quartz veins, hosted in hornfels
  • California:
    • The first to review the project from an underground perspective
    • Completed Geological Model: 11% of the veins exploited, in 2 out of 7 deposits. Most extraction in the first 250 m. 3 step-out holes at depth, mineralized and hit structure, a typical orogenic deposit
    • Commissioned NI 43-101 to update the 2023 MRE

5. Strengthening the Lode Gold Team

  • Enhanced bench strength by adding key personnel to the technical and marketing teams, visit our website to view their full bios (lode-gold.com)
  • Addition of Martin Stratte, Lode Gold's former Director of the Board, to our Advisory Team. He was previously on the permitting team at Castle Mountain, Equinox Gold (2018-2021). The project was acquired for $200 million in 2018, and it was permitted in 2021

Upcoming Catalysts in 2025

  • Spin Co: Shareholders get shares of a new company
  • Drilling to investigate 4 RIRGS reduced intrusive targets in Yukon Tombstone Belt, 200 km from Snowline
  • Drilling in New Brunswick assets upon systematic exploration: geophysics, soil sampling, mapping, geochemistry
  • California: Revised NI 43-101 Mineral Resource Estimate (updating 2023 MRE and investigating high grade underground potential)
  • California: Evaluate reactivating a previous mine, where the license was suspended during WWII

Invest in One Company, Get Shares of Two Companies: Optionality on three key assets

Investing in Lode Gold presents an exciting opportunity for shareholders to benefit from an advanced gold exploration project and a forthcoming spinoff with two high-value assets. This strategic move is aimed at unlocking maximum value for investors, who will gain exposure to three highly prospective gold assets through shares in two separate companies.

Wishing you a season filled with joy and prosperity.

Yours truly,

Wendy T. Chan. CEO & Director

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.

In Canada, 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. A total of four RIRGS targets have been confirmed on the property. A NI 43-101 technical report has been completed in May 2024.

In New Brunswick, Lode Gold has created one of the largest land packages with its Acadian Gold JV Co; consisting of an area that spans 420 km2 and a 42 km strike. McIntyre Brook covers 111 km2 and a 17-km strike in the emerging Appalachian/Iapetus Gold Belt; it is hosted by orogenic rocks of similar age and structure as New Found Gold's Queensway Project. Riley Brook is a 309 km2 package covering a 25 km strike of Wapske formation with its numerous felsic units. A NI 43-101 technical report has been completed in August 2024.

In the United States, the Company is advancing its Fremont Gold project. This is a brownfield project with over 43,000 m drilled and 23 km of underground workings. It was previously mined at 8 g/t Au in the 1940's.

Mining was halted in 1942 due the gold prohibition in WWII just as it was ramping up production. Unlike typical brownfield projects that are mined out; only 11% of the veins - in 2 out of 7 deposits have been exploited. The Company is the first owner to investigate an underground high grade mine potential at Fremont.

The project is located on 3,351 acres of private and patented land in Mariposa County. The asset is a 4 km strike on the prolific 190 km Mother Lode Gold Belt, California that produced over 50,000,000 oz of gold and is instrumental in the creation of the towns, the businesses and infrastructure in the 1800s gold rush. It is 1.5 hours from Fresno, California. The property has year-round road access and is close to airports and rail.

Previously, in March 2023 the company completed an NI 43 101 Preliminary Economic Assessment ("PEA"). Project Valuation has an after-tax NPV (5%) of USD $370M at $2000 2 /oz gold, IRR 31% and an 11-year LOM, averaging 118,000 oz per year. At $1,750 /oz gold, NPV (5%) is $217M. 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 of Fremont property. Three step-out holes at depth (up to 1200 m) hit structure and were mineralized.

All NI 43-101 technical reports are available on the Company's profile on SEDAR+ (www.sedarplus.ca) and the Company's website (www.lode-gold.com).

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
+1-416-915-4257

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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RETRANSMISSION: Grande Portage Completes Non-Brokered Private Placement

RETRANSMISSION: Grande Portage Completes Non-Brokered Private Placement

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

Grande Portage Resources Ltd. (TSXV:GPG)(OTCQB:GPTRF)(FSE:GPB) ("Grande Portage" or the "Company") announces that after consultation with its registered finders, the Company has now concluded its non-brokered private placement under Part 5A of National Instrument 45-106 - Prospectus Exemptions - Listed Issuer Financing Exemption. As previously announced on November 13, 2024, the Company sold 3,470,000 units (each, a "Unit") at a price of C$0.30 per Unit for aggregate gross proceeds of C$1,041,000 (the "Offering"). The Company had filed an offering document related to the Offering that can be accessed under Grande Portage's profile at www.sedarplus.ca and on the Company's website at https:grandeportage.com

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Grande Portage Completes Non-Brokered Private Placement

Grande Portage Completes Non-Brokered Private Placement

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

Grande Portage Resources Ltd. (TSXV:GPG)(OTCQB:GPTRF)(FSE:GPB) ("Grande Portage" or the "Company") announces that after consultation with its registered finders, the Company has now concluded its non-brokered private placement under Part 5A of National Instrument 45-106 - Prospectus Exemptions - Listed Issuer Financing Exemption. As previously announced on November 13, 2024, the Company sold 3,470,000 units (each, a "Unit") at a price of C$0.30 per Unit for aggregate gross proceeds of C$1,041,000 (the "Offering"). The Company had filed an offering document related to the Offering that can be accessed under Grande Portage's profile at www.sedarplus.ca and on the Company's website at https:grandeportage.com

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