FREEGOLD VENTURES LIMITED. ANNOUNCES $10 MILLION BEST EFFORTS PRIVATE PLACEMENT FINANCING

FREEGOLD VENTURES LIMITED. ANNOUNCES $10 MILLION BEST EFFORTS PRIVATE PLACEMENT FINANCING

/NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA , ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA ./

 Freegold Ventures Limited (TSX: FVL) (the " Company " or " Freegold Ventures "), is pleased to announce that it has entered into an agreement with Paradigm Capital Inc. (the " Agent "), in connection with a proposed best efforts private placement financing (the " Offering ") for total proceeds of up to approximately $10 million consisting of up to 25,000,000 units of the Company (the " Units ") at a price of $0.40 per Unit. Each Unit will be comprised of one common share of the Company (a " Unit Share ") and one-half of one common share purchase warrant of the Company (each whole warrant, a " Warrant "). Each Warrant will be exercisable to acquire one common share of the Company (a " Warrant Share ") for 24 months from the Closing Date at an exercise price of $0.52 per Warrant Share.

The Company will grant the Agent an option (the " Agent's Option ") to sell up to that number of additional Units equal to 15% of the base Offering size, exercisable, by notice in writing to the Company, at any time not less than 48 hours prior to the Closing Date.

The Agent will be paid by the Company on closing of the Offering a cash commission equal to 7% of the gross proceeds of the Offering including on any exercise of the Agent's Option. In addition, the Company shall grant the Agent on closing of the Offering, broker warrants (the " Broker Warrants ") entitling the Agent, from time to time for a period of 24 months from the Closing Date, to acquire that number of common shares of the Company (the " Broker Shares ") that is equal to 7% of the number of Units issued pursuant to the Offering (including pursuant to the exercise of the Agent's Option), at an exercise price of $0.40 per Broker Share.

The net proceeds from the Offering will be used for general working capital and corporate purposes.

The Offering will be conducted in all provinces of Canada pursuant to exemptions from the prospectus requirements and in such other jurisdictions as are agreed to by the Company and the Agent. The Offering is expected to close on or about March 30, 2023 (the " Closing Date ") and will be subject to regulatory approvals and customary closing conditions, including the approval of the Toronto Stock Exchange (the " TSX ") for the Offering and the listing of the Unit Shares, Warrant Shares and Broker Shares on the TSX. All securities issued pursuant to the Offering will have a hold period of four months and one day from the date of issuance.

The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States , nor may there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Freegold Ventures Limited

Freegold is a TSX-listed company focused on exploration in Alaska and holds the Golden Summit Gold Project near Fairbanks and the Shorty Creek Copper-Gold Project near Livengood through leases.

Forward-looking Information Cautionary Statement

This press release contains statements that constitute "forward-looking information" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this   press   release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements contained in this press release, include, without limitation, statements regarding the completion of   , and the   use of proceeds from   ,   the Offering. In making the forward-looking statements contained in this press release, the Company has made certain assumptions. Although the Company believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct. Known and unknown risks, uncertainties, and other factors may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: availability of financing; delay or failure to receive required   permits or   regulatory approvals; and general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.   See Freegold's Annual Information Form for the year ended December 31 2021, filed under Freegold's profile at www.sedar.com , for a detailed discussion of the risk factors associated with Freegold's operations

On January 30, 2020 , the World Health Organization declared the COVID-19 outbreak a global health emergency. Reactions to the spread of COVID-19 continue to lead to, among other things, significant restrictions on travel, business closures, quarantines, and a general reduction in economic activity. While there has been a reduction in these effects in recent months, the continuation and re-introduction of significant restrictions, business disruptions, and related financial impact, and the duration of any such disruptions, cannot be reasonably estimated at this time. The risks to Freegold of such public health crises also include risks to employee health and safety and a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak. Such public health crises, as well as global geopolitical crises, can result in volatility and disruptions in the supply and demand for various products and services, global supply chains, and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect interest rates, credit ratings, credit risk, and inflation. As a result of the COVID-19 outbreak, Freegold has implemented a COVID management program and established a full-service Camp at Golden Summit to attempt to mitigate risks to its employees, contractors, and community. While the extent to which COVID-19 may impact Freegold is uncertain, it is possible that COVID-19 may have a material adverse effect on Freegold's business, results of operations, and financial condition.

SOURCE Freegold Ventures Limited

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Freegold Intersects 3.62 g/t Au over 42 metres and 1.23 g/t Au over 170.7 metres at Golden Summit

Freegold Intersects 3.62 g/t Au over 42 metres and 1.23 g/t Au over 170.7 metres at Golden Summit

GS2421 Higher grade continuity intersecting one of highest and broadest intercepts in the eastern section of the resource.

  • 115.5 metres at 1.17 g/t Au starting at 197.5 metres
  • 42 metres at 3.62 g/t Au from 361 metres

GS2418 - A significant broad zone of mineralization, including multiple higher-than-resource grade intercepts, underscores the potential of the Main Dolphin Zone .

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Freegold Intersects 3.06 g/t Au over 42 Metres at Golden Summit and 1.36 g/t Au over 115.2 metres

Freegold Intersects 3.06 g/t Au over 42 Metres at Golden Summit and 1.36 g/t Au over 115.2 metres

FVL:TSX  OTCQX: FGOVF

GS2406 & GS2407: - higher grade closer to surface

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Freegold Expands and Upgrades Resource at Golden Summit

Freegold Expands and Upgrades Resource at Golden Summit

  • Base case resource ounces and grades have increased materially from our February 2023 estimates
  • Indicated Primary Mineral Resource: 12.1 million ounces at 1.08 g/t Au, up 8% and 9% respectively
  • Inferred Primary Mineral Resource: 10.3 million ounces at 1.04 g/t Au, up 45% and 13%, respectively
  • Primary Resource reported above a 0.50 g/t Au cut-off grade
  • In addition, a significant oxide resource exists – 0.9Moz at 0.49 g/t Au (indicated), up 43% and 23%
  • Soil geochem and historical hard rock mines strongly suggest that Dolphin-Cleary mineralization remains open to the west and southwest another 1.5 km. The current resource footprint is 1.5 km east-west.
  • Dolphin/Cleary is just one of the target areas within the 13km long, road-accessible project.
  • The 2024 drill program at Golden Summit is ongoing with two drills operating – additional assay results pending

Freegold Ventures Limited (TSX: FVL) (OTCQX: FGOVF) ("Freegold" or the "Company") is pleased to announce an updated mineral resource estimate for the Golden Summit Project. The revised estimate incorporates data from the 2023 drilling program and the initial two holes of the 2024 program, representing a significant milestone in our exploration and development activities.

Freegold Ventures Limited Logo (CNW Group/Freegold Ventures Limited)

CutOff Au g/t

Classification

Au g/t

Tonnes

Ounces

OXIDE





0.15

Indicated

0.49

59,414,000

937,000

0.15

Inferred

0.45

3,252,000

47,000

PRIMARY





0.5

Indicated

1.08

346,304,000

12,050,000

0.5

Inferred

1.04

308,311,000

10,306,000

UNDER PIT





0.75

Indicated

1.29

2,867,000

119,000

0.75

Inferred

1.34

22,900,000

986,000

Mineral Resources   for the primary resources   are reported at a cut-off grade of 0.   5   0 g/t gold and constrained within an open pit shell   using a  gold price of US$1,   973   /ounce, US$2.50/t mining cost, US$   14   /t processing cost, US$2.00/t G+A,   72   % gold recover   y   , and   a   45° pit slope.   Tonnes and ounces rounded to the nearest thousand.

Comparison Sept 2024 and Feb 2023 Resource Estimates


Indicated Primary Resource - Open Pit


Inferred Primary Resource - Open Pit


Oxide Indicated



Moz

gpT

Cutoff Grd



Moz

gpT

Cutoff Grd



Moz

gpT

Cutoff Grd

Feb-23

11.1

0.99

0.5



7.1

0.92

0.5



0.7

0.39

0.15

Sep-24

12.1

1.08

0.5



10.3

1.04

0.5



0.9

0.49

0.15

Change

8 %

9 %




45 %

13 %




43 %

26 %


The updated resource is the result of primarily infill drilling, upgrading areas considered waste in the February 2023 drill program due to lack of drill density. Ounces and grades increased materially in all categories considered within an open pit context. It is expected that further infill drilling may also positively impact stripping ratios when a mine plan is optimized. Freegold's 2024 drill program is focusing on the west and southwest of the existing resource where soil geochemistry, found to be a strong indicator, and historic gold mines have outlined two logical corridors that extend approximately 1.5 km; in context, Golden Summit's current resource occupies a 1.5 km east-west footprint.

The current estimate is based on a gold price of $1,973 , which reflects the three-year trailing average. Even though the 2024 resource estimate uses a higher gold price than the $1,792 in 2023, this is balanced by a lower recovery rate (72% vs. 90%). Previously, the 2023 resource plan considered using CIL (carbon-in-leach) and oxidation to process the sulphide flotation concentrate for higher recoveries. However, positive test results released earlier this year indicate that a significant portion of the mineralization is non-refractory and can be processed using much less costly gravity and CIL. Although the recovery is projected to be lower, the overall operating and capital cost savings would more than compensate and simplify the project substantially. The 72% recovery used for the resource is believed to be conservative. The reported test work showed recovery rates of up to 87.5%, with an average recovery of 77% using gravity and CIL, based on 5,100 kg of material and eight composites. Furthermore, initial indications are that mineralization to the west, where our 2024 drill program is concentrated, achieves higher recoveries. Additional optimization work and metallurgical samples from four large-diameter drill holes completed will be used for further metallurgical testwork.

The latest resource estimate shows an increase in the resource size and a notable improvement in grade. The discovery cost remains exceptionally low at under $4.00 per ounce. Golden Summit has a substantial resource and presents an excellent development opportunity due to its proximity to robust infrastructure - road accessibility, proximity to a supply centre, and available labour force, all of which are expected to contribute to lower operating costs.

Additional drilling will focus on improving the ore quality and outlining a smaller, higher-grade starter pit within the deposit as the project moves towards pre-feasibility to reduce operating and initial capital costs. The updated resource's results demonstrated this approach's success with its increase in overall resource grades at the various cut-offs. Trade-off studies will be conducted to optimize the overall economics and balance improved recovery rates with capital and operating costs as the project progresses. Additional metallurgical work is also in progress, and four large diameter (PQ) boreholes have been drilled this year. These will undergo a comprehensive suite of metallurgical tests to assess various processing methods to improve recoveries and further reduce the project's risks.

Since 2020, Freegold has completed over 123,000 meters of drilling and established Golden Summit as one of North America's largest undeveloped gold resources.

The 2023 drill program at Golden Summit discovered higher-grade mineralization on the western side of the existing resource. In 2024, the plan is to continue drilling on the portion west of the Dolphin/Cleary deposit and extend exploration drilling further to the west. The 2024 drilling program at the Golden Summit project is progressing well; additional assay results are expected to be reported shortly.

The table below displays the specific cut-off grades within and below the current $1,973 pit.

CutOff Au g/t

Classification

Au g/t

Tonnes

Ounces

OXIDE





1.00

Indicated

1.73

4,745,000

265,000

1.00

Inferred

1.77

127,000

7,000

0.75

Indicated

1.35

8,430,000

366,000

0.75

Inferred

1.17

359,000

14,000

0.50

Indicated

0.97

17,324,000

541,000

0.50

Inferred

0.84

919,000

25,000

0.40

Indicated

0.81

24,758,000

647,000

0.40

Inferred

0.72

1,322,000

31,000

0.15

Indicated

0.49

59,414,000

937,000

0.15

Inferred

0.45

3,252,000

47,000

PRIMARY





1.00

Indicated

2.07

99,704,000

6,628,000

1.00

Inferred

2.01

82,640,000

5,352,000

0.75

Indicated

1.55

174,604,000

8,694,000

0.75

Inferred

1.49

151,918,000

7,271,000

0.50

Indicated

1.08

346,304,000

12,050,000

0.50

Inferred

1.04

308,311,000

10,306,000

0.40

Indicated

0.92

461,582,000

13,711,000

0.40

Inferred

0.88

426,343,000

12,003,000

0.15

Indicated

0.66

778,574,000

16,609,000

0.15

Inferred

0.62

752,540,000

14,960,000

UNDER PIT





1.00

Indicated

1.89

1,193,000

73,000

1.00

Inferred

1.82

11,605,000

677,000

0.75

Indicated

1.29

2,867,000

119,000

0.75

Inferred

1.34

22,900,000

986,000

0.50

Indicated

0.84

7,958,000

216,000

0.50

Inferred

0.87

61,179,000

1,720,000

0.40

Indicated

0.66

14,765,000

313,000

0.40

Inferred

0.71

100,288,000

2,282,000

0.15

Indicated

0.35

64,264,000

720,000

0.15

Inferred

0.41

290,423,000

3,826,000

Mineral Resources   for the primary resources   are reported at a cut-off grade of 0.   5   0 g/t gold and constrained within an open pit shell   using a   gold price of US$1,   973   /ounce, US$2.50/t mining cost, US$   14   /t processing cost, US$2.00/t G+A,   72   % gold recover   y   , and   a   45° pit slope.   Tonnes and ounces rounded to the nearest thousand.

The mineral resource estimate (MRE) was carried out using ordinary kriging of three-meter composites. The MRE was constrained by two lithological domains, Intrusive and Schist, that were further constrained by a 0.2 g/t gold gradeshell. Hard boundaries were used for the Intrusive and Schist domains so that only composites from each domain were used for the estimation of block grades within that domain. An Oxide domain was flagged within the upper portion of the Schist domain after the estimation process. Composite grades in the Intrusive domain were capped at 20 g/t gold and those within the Schist domain were capped at 90 g/t. Cumulative frequency curves were used to determine capping levels. The estimate was carried out in a single pass with a minimum of four and a maximum of 12 composites, with a maximum of two per drill hole, required for a grade to be interpolated into a block. Blocks were classified as Indicated or Inferred. Indicated blocks are based on a minimum of eight and a maximum of 12 composites within 100 meters of a block. Inferred blocks are based on a minimum of four and a maximum of 12 composites within 300 meters of a block. A maximum of two composites per drill hole was permitted in both categories.

In addition to the ongoing drill program, metallurgical, baseline environmental, cultural resource, and wetland studies are underway.

A plan map showing the locations of the 2024 drill holes - exploration and metallurgical holes can be found here:

https://freegoldventures.com/site/assets/files/6287/goldensummit_dolphin-cleary_resource_drilling_western_a.pdf

A sample quality control/quality assurance program has been in place throughout the program. Drill cores were cut in half using a diamond saw, with one-half placed in sealed bags for preparation and subsequent geochemical analysis by ALS Laboratories. Core samples were prepared in ALS's facility using the PREP-31BY package. Each core sample is crushed to better than 70 %, passing a 2 mm (Tyler 9 mesh, US Std. No.10) screen. A split of 1kg is taken and pulverized to better than 85 % passing a 75-micron (Tyler 200 mesh, US Std. No. 200) screen; a portion of this pulverized split is digested by Four Acid and analyzed via ICP-AES (method code ME-ICP61). Fire Assay analyzes all samples with an AAS finish, method code Au-AA23 (30g sample size) and over 10 g/t are automatically assayed using a FA Grav method, Au-GRAV21. Additional Au screening is performed using ALS's Au- SCR24 method; select samples are dry-screened to 100 microns. A duplicate 50g fire assay is conducted on the fine fraction, and an assay is conducted on the entire oversize fraction. Total Au content, individual assays, and weight fractions are reported. Analytical and assay procedures are conducted in ALS's North Vancouver and Reno facilities.

A QA/QC program included laboratory and field standards inserted every ten samples. Blanks are inserted at the start of the submittal, and at least one blank every 25 standards.

Qualified Person and Technical Information

The MRE, with an effective date of September 9, 2024 , was prepared by Tetra Tech Canada. Greg Mosher, P. Geo and Maurie Marks , P.Eng of Tetra Tech Canada are "Qualified Persons" for the Updated Mineral Resource Estimate as defined in NI 43-101 and are considered to be "independent" of Freegold for the purposes of NI 43-101. Greg Mosher and Maurie Marks have reviewed and approved the scientific and technical information herein regarding the Golden Summit project. Greg Mosher visited Golden Summit on November 11 – 12, 2022. Greg Mosher and Maurie Marks visited the project on September 12, 2023 .

The full technical report, which is being prepared in accordance with NI 43-101 by Tetra Tech Canada, will be available on SEDAR ( www.sedarplus.com ) under the Company's issuer profile within 45 days from this news release.

Alvin Jackson, P.Geo, Vice President of Exploration and Development of the Company and a "Qualified Person" as defined in NI 43-101, has supervised the preparation of this news release and has reviewed and approved the scientific and technical information contained herein.

About Freegold Ventures Limited

Freegold is a TSX-listed company focused on exploration in Alaska. Through leases, it holds the Golden Summit Gold Project near Fairbanks and the Shorty Creek Copper-Gold Project near Livengood.

Some statements in this news release contain forward-looking information, including, without limitation, statements as to planned expenditures and exploration programs, potential mineralization and resources, exploration results, the completion of an updated NI 43-101 technical report, and any other future plans. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the statements. Such factors include, without limitation, the completion of planned expenditures, the ability to complete exploration programs on schedule, and the success of exploration programs. See Freegold's Annual Information Form for the year ended December 31st, 2023 , filed under Freegold's profile at www.sedar.com , for a detailed discussion of the risk factors associated with Freegold's operations. On January 30, 2020 , the World Health Organization declared the COVID-19 outbreak a global health emergency. Reactions to the spread of COVID-19 continue to lead to, among other things, significant restrictions on travel, business closures, quarantines, and a general reduction in economic activity. While these effects have been reduced in recent months, the continuation and re-introduction of significant restrictions, business disruptions, and related financial impact, and the duration of any such disruptions cannot be reasonably estimated. The risks to Freegold of such public health crises also include employee health and safety risks and a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak. Such public health crises, as well as global geopolitical crises, can result in volatility and disruptions in the supply and demand for various products and services, global supply chains, and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect interest rates, credit ratings, credit risk, and inflation. As a result of the COVID-19 outbreak, Freegold has implemented a COVID management program and established a full-service Camp at Golden Summit to attempt to mitigate risks to its employees, contractors, and community. While the extent to which COVID-19 may impact Freegold is uncertain, it is possible that COVID-19 may have a material adverse effect   on Freegold's business, results of operations, and financial condition.

SOURCE Freegold Ventures Limited

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Freegold Intersects 4.63 g/t Au over 65.9 Metres at Golden Summit

Freegold Intersects 4.63 g/t Au over 65.9 Metres at Golden Summit

 Freegold Ventures Limited (TSX: FVL) (OCTQX: FGOVF) ("Freegold" or the "Company") is pleased to report initial results from the 2024 drill program. Thirteen holes have been completed, with two more in progress. The 2024 drill program is targeting the western extension as an area that holds significant promise for higher grades closer to surface and at depth.  The presence of this higher-grade material, along with promising ongoing metallurgical testwork, can potentially further enhance the overall project economics. The focus for 2024 will be on optimization, which will involve additional drilling, including drilling large-diameter holes (PQ) to facilitate additional metallurgical testwork.

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Eric Sprott Announces Changes to His Holdings in Freegold Ventures Limited

Eric Sprott Announces Changes to His Holdings in Freegold Ventures Limited

Eric Sprott announces that today, 2176423 Ontario Ltd., a corporation which is beneficially owned by him, purchased 770,000 common shares (Shares) of Freegold Ventures Limited., over the Toronto Stock Exchange (representing approximately 0.2% of the outstanding shares on non-diluted basis) at an average price of approximately $0.53 per share for aggregate consideration of approximately $408,100.

The acquired Shares were purchased in reliance on the normal course purchase exemption from the formal take-over bid requirements set out in Section 4.1 of National Instrument 62-104 - Take-Over Bids and Issuer Bids (NI 62-104). Such Shares do not represent more than 5% of the outstanding Shares, and the aggregate number of Shares acquired in reliance on this exemption with any joint actors within the last 12 months does not exceed 5% of the Shares outstanding at the beginning of the 12-month period. The Shares trade on the Toronto Stock Exchange and the value of the consideration paid for

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Lode Gold: 2024 Year-End Review and 2025 Outlook

Lode Gold: 2024 Year-End Review and 2025 Outlook

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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