GCM Mining Announces Second Quarter and First Half 2022 Results

GCM Mining Announces Second Quarter and First Half 2022 Results

GCM Mining Corp. (TSX: GCM; OTCQX: TPRFF) announced today the release of its unaudited interim condensed consolidated financial statements ("Financial Statements") and accompanying management's discussion and analysis (MD&A) for the three and six months ended June 30, 2022. All financial figures contained herein are expressed in U.S. dollars ("USD") unless otherwise noted. Non-GAAP financial performance measures in this press release are identified with " NG ". For a detailed description of each of the non-GAAP measures used in this press release and a detailed reconciliation to the most directly comparable measure under IFRS, please refer to the Company's MD&A.

Second Quarter and First Half 2022 Highlights

  • GCM announced on July 25, 2022 that it will merge with Aris Gold Corporation ("Aris") through a plan of arrangement to create a leading Americas gold producer (the " Aris Merger "). Under the terms of the Aris Merger, all the outstanding Aris shares not held by GCM will be exchanged at a ratio of 0.5 of a common share of GCM for each common share of Aris. Based on respective share values as of the date of execution of the Arrangement Agreement, on closing, GCM shareholders and Aris shareholders (taking into consideration the 44.3% of Aris currently held by GCM) are expected to own, on a diluted in-the-money basis, approximately 74% and 26% of the combined group, respectively. The no premium transaction will create the top-of-the-class company among junior producers and the largest gold company in Colombia, with diversification in Guyana and Canada. The Aris Merger also brings together teams with unmatched experience in Colombia and extensive project development and mine building expertise. The Aris Merger is subject to GCM and Aris shareholder approval, receipt of all required governmental and regulatory approvals including Toronto Stock Exchange ("TSX") and Colombian anti-trust approvals, and other customary conditions. The shareholder meetings have been set for September 19, 2022 and closing is expected a short time thereafter.

  • Subsequent to the announcement of the proposed Aris Merger, Fitch Ratings and S&P Global Ratings have both affirmed B+ ratings for the Company's Senior Notes due 2026. Fitch Ratings maintained its outlook at Stable while S&P Global Ratings revised its outlook to Positive from Stable. The ratings reflect the view that GCM will have an immediately increased productive asset base with the addition of the Marmato Project, which is currently in production and undergoing an expansion, which will accelerate deleveraging and result in larger scale and cash flow generation without requiring additional funding or compromising its liquidity. With both the Toroparu Project and the expansion of the Marmato Project funded and the combined group generating Free Cash Flow from its producing assets, the combined group following the proposed Aris Merger is expected to maintain a low leverage profile.

  • GCM's gold production from its Segovia Operations totaled 53,198 ounces in the second quarter of 2022, up 2% over the second quarter last year. For the first half of 2022, gold production was 103,149 ounces compared with 103,684 ounces in the first half last year. In July 2022, Segovia produced 17,951 ounces of gold bringing Segovia's trailing 12 months' total gold production as of the end of July 2022 to 210,975 ounces, up 2% over 2021. With completion of the expansion of the Company's processing plant at Segovia to 2,000 tpd in August 2022, GCM is on track to meet its annual production guidance for 2022 of between 210,000 and 225,000 ounces of gold.

  • The new polymetallic recovery plant constructed in 2021 at Segovia has been in steady operation through the first half of 2022 and is expected to commence sales of stockpiled zinc and lead concentrates under an offtake contract with an international customer commencing in the third quarter of 2022.

  • Consolidated revenue amounted to $101.4 million in the second quarter of 2022, up 5% over the second quarter last year on the strength of the production increase and a 3% increase in realized gold prices, bringing revenue for the first half of 2022 to $202.7 million, up from $198.3 million in the first half of 2021 (which included $5.1 million from Aris prior to the loss of control of Aris on February 4, 2021).

  • At the Segovia Operations, total cash costs NG averaged $877 per ounce in the second quarter of 2022, reflecting an increase in the proportion of its quarterly gold production sourced from higher-cost, high-grade small-scale miners, the implementation of annual labor rate increases, an increase in local electricity rates and a temporary shift toward a higher cost electricity source while a transformer at the lower cost electricity source was repaired, and an increase in various activity-based costs such as maintenance programs associated with older underground mine equipment, the semi-annual replacement of the mill liners in June, the delivery of mechanized equipment into the Carla mine and additional headcount required to support these activities. The Company expects that its total cash costs per ounce will decrease in the third quarter of 2022 with electricity sourcing back to normal, the maintenance activities noted above having been completed and the impact of the plant capacity expansion that will reduce fixed costs on a per ounce basis. This brings Segovia's total cash cost for the first half of 2022 to $847 per ounce compared with $796 per ounce in the first half last year. Including Marmato, consolidated total cash costs in the first half last year was $816 per ounce.

  • All-in sustaining costs   ("AISC") NG per ounce sold for the Segovia Operations increased to $1,228 in the second quarter of 2022, largely reflecting the increase in total cash costs per ounce. This brings Segovia's AISC to $1,207 per ounce in the first half of 2022 compared with $1,110 per ounce in the first half last year. Segovia's AISC for the first half of 2022 reflects the increase in total cash costs per ounce and the $4.0 million of fees, equivalent to about $37 per ounce sold, included in G&A expenses in the first half of 2022 related to the Company's ongoing arbitration proceedings with the International Centre for Settlement of Investment Disputes ("ICSID") in respect of its claim against the Republic of Colombia (the "FTA Claim"). Including Marmato, consolidated AISC in the first half last year was $1,133 per ounce.

  • GCM maintained its commitment to its exploration drilling campaigns in the first half of 2022, completing a total of approximately 38,000 meters of drilling through its in-mine/near-mine and mine geology programs at its producing mines and another approximately 15,000 meters through its brownfield drilling program at Cristales, Marmajito, Manzanillo and Vera. GCM's press release dated June 27, 2022 reported the continuation of significant high-grade intercepts at its producing Sandra K and El Silencio mines and success in its brownfield drilling campaign on the La Guarida-Cristales Vein System including 48.45 g/t Au and 34.2 g/t Ag over 0.47 meters.

  • Adjusted EBITDA NG amounted to $45.9 million for the second quarter of 2022 compared with $48.0 million in the second quarter last year. For the first half of 2022, adjusted EBITDA amounted to $91.1 million compared with $94.3 million in the first half last year. This brings the trailing 12 months' total adjusted EBITDA at the end of June 2022 to $168.4 million compared with $171.6 million in 2021.

  • Net cash provided by operating activities in the second quarter of 2022 increased to $31.5 million from $12.8 million in the second quarter last year, benefitting from the receipt of pending VAT refunds from 2021 and lower income tax payments this year. For the first half of 2022, net cash provided by operating activities was $55.7 million compared with $26.4 million in the first half last year (which was net of $10.1 million used by Aris prior to the loss of control in early 2021). This brings the trailing 12 months' net cash provided by operating activities at the end of June 2022 to $109.9 million, up from $80.6 million in 2021.

  • Free Cash Flow NG in the second quarter of 2022 was $20.5 million compared with negative $2.8 million in the second quarter last year, benefitting from the improvement in operating cash flow. Similarly, for the first half of 2022, Free Cash Flow improved to $31.2 million compared with negative $0.3 million in the first half last year. This brings the trailing 12 months' Free Cash Flow at the end of June 2022 to $57.7 million, up from $26.2 million in 2021.

  • The Company's balance sheet remained strong with a cash position of $265.5 million at June 30, 2022. GCM used a portion of its cash position in the second quarter of 2022 to fund the acquisition of the $35.0 million Aris Convertible Debenture due October 12, 2023. The Company also has $138.0 million of funding available for construction of its Toroparu Project in Guyana through a precious metals stream facility with Wheaton Precious Metals (Caymans) Ltd. ("Wheaton"). Other than scheduled interest payments, the Company has no maturities of its long-term debt in the next 12 months.

  • GCM has been making considerable progress at the Toroparu Project in Guyana in the first half of 2022 focused on pre-construction activities, preparation of the PFS, finalization of the mining license and selection and engagement of key contractors to be involved in the construction and eventual operation of the project. The Company incurred a total of $31.0 million of non-sustaining capital expenditures NG in the first half of 2022 at the Toroparu Project. In light of the proposed Aris Merger, it is now expected that the PFS will not be finalized until after the closing of the transaction. The updated application for the mining license was submitted in early 2022 and the Company is continuing to support the approval process for the mining license which it expects to finalize by the fourth quarter of 2022.

  • The Company returned a total of $10.1 million to shareholders in the first half of 2022 with payment of its monthly dividends totaling $7.0 million and the repurchase of approximately 0.8 million shares for cancellation under its Normal Course Issuer Bid ("NCIB") at a cost of $3.1 million.

  • Income from operations in the second quarter of 2022 was $37.8 million, down from $39.6 million in the second quarter last year largely due to the impact of the increase in Segovia's total cash cost NG per ounce sold on cost of sales, offset partially by a reduction in share-based compensation. For the first half of 2022, the increased level of legal costs associated with the FTA Claim, most of which impacted the first quarter of 2022, and the increased total cash costs per ounce sold in the second quarter of 2022 contributed to a decrease in income from operations to $73.5 million compared with $78.7 million in the first half last year.

  • The Company reported net income of $39.0 million ($0.40 per share) in the second quarter of 2022 compared with $29.8 million ($0.41 per share) in the second quarter last year. The gain on financial instruments recorded in the second quarter of 2022 more than compensated for the decrease in income from operations, higher finance costs and income taxes, and an increase in the loss from equity accounting in associates, all compared with the second quarter last year. For the first half of 2022, the Company reported net income of $44.2 million ($0.45 per share) compared with $148.1 million ($2.31 per share) in the first half last year, reflecting the decrease in income from operations, higher finance costs and income taxes, and an increase in the loss from equity accounting in associates compared with the first half last year. Net earnings in the first half of 2021 also included the benefit of a $56.9 million gain on loss of control of Aris and an $8.9 million gain on sale of the Zancudo Project, offset partially by $9.8 million of transaction costs incurred by Aris in connection with the loss of control in early 2021.

  • The Company reported adjusted net income NG for the second quarter and first half of 2022 of $14.2 million ($0.15 per share) and $29.0 million ($0.30 per share), respectively, compared with $23.6 million ($0.33 per share) and $45.5 million ($0.69 per share), respectively, in the second quarter and first half last year. The decrease in adjusted net income in the second quarter and first half of 2022 compared with the corresponding periods last year largely reflects the decrease in income from operations as noted above together with increase in finance costs and an increase in income tax expense due to the tax rate increase in Colombia effective in 2022.

  • GCM published its second annual sustainability report in June 2022. The report reflects a focused effort on measuring and disclosing the Company's Environmental, Social and Governance priorities and performance and highlights GCM's initiatives and progress in line with international reporting standards.

Selected Financial Information

Second Quarter First Half
2022 2021 2022 2021


Operating data
Gold produced (ounces) (1) 53,198 52,198 103,149 103,684
Gold sold (ounces) 53,884 52,838 107,529 108,155
Average realized gold price ($/oz sold) (2) $ 1,859 $ 1,797 $ 1,859 $ 1,805
Total cash costs ($/oz sold) ( 2 ) 877 767 847 816
AISC ($/oz sold) ( 2 ) 1,228 1,101 1,207 1,133
Financial data ($000's, except per share amounts )
Revenue $ 101,371 $ 96,353 $ 202,693 $ 198,272
Adjusted EBITDA ( 2 ) 45,863 47,995 91,081 94,318
Net income 38,965 29,799 44,203 148,104
Per share - basic 0.40 0.41 0.45 2.31
Per share - diluted 0.15 0.28 0.24 1.47
Adjusted net income ( 2 ) 14,224 23,556 29,005 45,504
Per share – basic (2) 0.15 0.33 0.30 0.69
Per share - diluted (2) 0.13 0.28 0.27 0.58
Net cash provided by operating activities 31,525 12,786 55,734 26,403
Free cash flow ( 2 ) 20,483 (2,834 ) 31,171 (337 )


June 30,
2022
December 31,
2021
Balance sheet ($000's):
Cash and cash equivalents $ 265,501 $ 323,565
Gold Bullion ( 3 ) 2,688 4,479
Senior Notes due 2026 – principal amount outstanding ( 4 ) 300,000 300,000
Convertible Debentures due 2024 – principal amount outstanding ( 5 ) CA18,000 CA18,000

(1) First half 2021 includes production from the Marmato Project up to February 4, 2021, the date of loss of control of Aris.
(2) Refer to "Non-IFRS Measures" in the Company's MD&A.
(3) The Company is maintaining a portion of its liquidity in gold bullion. As at June 30, 2022, the Company had 1,500 ounces in its gold bullion account (December 31, 2021 – 2,500 ounces).
(4) The Senior Notes were issued in August 2021 and are recorded in the Financial Statements at amortized cost. At June 30, 2022, the carrying amount of the Senior Notes outstanding, including accrued interest of $8.1 million, was $296.9 million (December 31, 2021 - $294.8 million, including $8.1 million of accrued interest).
(5) The Convertible Debentures are recorded in the Financial Statements at fair value. At June 30, 2022, the carrying amount of the Convertible Debentures outstanding was $14.0 million (December 31, 2021 - $19.5 million).

Second Quarter and First Half 2022 Results Webcast

As a reminder, GCM Mining will host a conference call and webcast on Friday, August 12, 2022 at 9:00 a.m. Eastern Time to discuss the results.

Webcast and call-in details are as follows:

Live Event link: https://edge.media-server.com/mmc/p/yswncieo
Canada/ International Toll: 1 (647) 484-8332 PIN: 19483475#
Canada Toll Free: 1 (866) 455-3403 PIN: 19483475#
United States Toll: 1 (404) 400-0571 PIN: 19483475#
United States Toll Free: 1 (866) 374-5140 PIN: 19483475#
Colombia Toll: +57 601 485-0348 PIN: 19483475#
Colombia Toll Free: +57 800 519-0788 PIN: 19483475#
Conference ID: EV00136622

Participants should note that for the Q&A portion of the webcast, questions must be submitted through the live event webcast portal noted above.

A replay of the webcast will be available at www.gcm-mining.com from Friday, August 12, 2022 until Friday, September 9, 2022.

About GCM Mining Corp.

GCM Mining is a mid-tier gold producer with a proven track record of mine building and operating in Latin America. In Colombia, the Company is the leading high-grade underground gold and silver producer with several mines in operation at its Segovia Operations. Segovia produced 206,389 ounces of gold in 2021. In Guyana, the Company is advancing its fully funded Toroparu Project, one of the largest undeveloped gold/copper projects in the Americas, which is expected to commence production of more than 200,000 ounces of gold annually in 2024. GCM Mining has equity interests in Aris Gold Corporation (~44%; TSX: ARIS; Colombia – Marmato, Soto Norte; Canada - Juby), Denarius Metals Corp. (~32%; TSX-V: DSLV; Spain – Lomero-Poyatos and Colombia – Guia Antigua, Zancudo) and Western Atlas Resources Inc. (~26%; TSX-V: WA: Nunavut – Meadowbank).

Additional information on GCM Mining can be found on its website at www.gcm-mining.com and by reviewing its profile on SEDAR at www.sedar.com .

Cautionary Statement on Forward-Looking Information:

This news release contains "forward-looking information", which may include, but is not limited to, statements with respect to the proposed Aris Merger, production guidance, the Toroparu Project construction, mining license and technical studies, and other anticipated business plans or strategies. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of GCM Mining to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption "Risk Factors" in the Company's Annual Information Form dated as of March 31, 2022 which is available for view on SEDAR at www.sedar.com. Forward-looking statements contained herein are made as of the date of this press release and GCM Mining disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management's estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

For Further Information, Contact:
Mike Davies
Chief Financial Officer
(416) 360-4653
investorrelations@gcm-mining.com


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

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

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