Lode Gold Pivots Strategy to Focus on Underground Opportunity & Presents Results of the Evaluation of a Potential High-Grade Underground Mine at Fremont, Mariposa, on the Prolific Mother Lode Belt

Lode Gold Pivots Strategy to Focus on Underground Opportunity & Presents Results of the Evaluation of a Potential High-Grade Underground Mine at Fremont, Mariposa, on the Prolific Mother Lode Belt

Lode Gold Minerals Inc. (TSXV: LOD) (OTCQB: SBMIF) ("Lode Gold" or the "Company" is pleased to present the results of the evaluation directed by Carlos Saban, Lode Gold's technical advisor, an exploration and mine geologist, regarding the potential of a high-grade underground mine at Fremont, Mariposa. Mariposa, California is the original gold rush county, where gold mining started back in 1848. Currently in California, there are over 700 permitted and operating mines; 14 are gold mines. Mining operations was suspended in 1942 due to gold mining prohibition during World War II. Previous owners of this project had solely focused on open pit possibilities. Lode Gold, for the first time, since high grade (8 gt Au) underground mining operation was suspended in the 1940's, has commissioned a study to evaluate the opportunity for an high grade underground potential.

HIGHLIGHTS

  • Fremont is an orogenic gold deposit hosted in the ophiolitic suture of the 190 km Mother Lode Belt. Mineralization is evidenced on a 4 km strike on the property
  • Mineralization is hosted both in the melange of the suture and in the slates of the Mariposa Formation in the hanging wall
  • 42,700 m of historical drilling comprises of diamond and reverse circulation holes
  • Current resource represents only 16% of the upper 500 m of the structure (Pine Tree - Josephine & Queen Specimen; 2 of the 6 projects in the property)
  • The high-grade areas are controlled by transverse extensional faults
  • Average grade of historical channel sampling is 4.7 g/t Au (vein average true width: 1.92 m)
  • Mineralization is hosted in a body that has veins with 5 g/t Au, 2 g/t Au of stockwork between veins, and stockwork of 1 g/t of Au outside the veins
  • 40% of mineralization is in veins, 30% in the stockwork between the veins, and 30% is outside the veins
  • Only small portions of the veins were mined; stockworks outside the veins were not mined. Historical production equals 16% of current M+I resource
  • Deepest drillhole hit mineralization 1,000 m below the surface and 1,300 m on the strike of the structure
  • Upcoming drill plan - 4,500 m of step-out and infill drilling (upper 500 m of structure, short drill holes) to expand current resources and to confirm high grade underground potential

Carlos has undertaken a detailed study of the historical information of the 2023 PEA to investigate the potential of a high-grade underground mine at Fremont. The assays have been analyzed to study the veins separately from the mineralized body as a whole.

Statistical Analysis
A statistical analysis of the grades from channel samples of the old underground workings reveals that the width of the veins is constant with a mean of 1.92 m and at a 25th Percentile, 1.52 m. The grades also show an even distribution with a mean of 4.7 g/t Au, a median of 2.9 g/t Au and at a 90th Percentile, 10.5 g/t Au (Table 1).

n=2146Au g/t
n=2146Length (m)
Mean4.70
Mean1.92
Maximum79.52
Maximum10.80
Percentile 9514.73
Percentile 953.20
Percentile 9010.53
Percentile 902.54
Percentile 755.72
Percentile 752.13
Percentile 502.93
Percentile 501.83
Percentile 251.37
Percentile 251.52
Minimum0.17
Minimum0.30

 

Table 1. Statistical thresholds of the underground channel sampling.

All assays from drillhole, surface and underground channels were processed with the Data Envelopment Analysis Algorithm of Leap Frog® to study the grade distribution inside the body and the relationships of gold mineralization in the different domains.

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Figure 1. Statistical envelopes of gold grades inside the Pine Tree-Josephine mineralized body (transverse section looking north).

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/4064/214473_cd810c651435595f_004full.jpg

A review of the volumes of the statistical envelopes indicates that roughly 40% of gold mineralization is in the veins (5 g/t Au), 30% of the gold is in the stockwork between the veins (2 g/t Au); and, 30% is in the stockwork outside the veins (1 g/t Au).

Structural Controls
Using surface and underground maps and drillhole logs, a comprehensive lithological and structural model was built to better understand the controls of gold mineralization at Fremont.

The mineralized bodies at Fremont are located along a 4-km long by 250-m wide shear zone of an ophiolitic suture. In the central part of the project area, mineralization is controlled by the Pine Tree Vein (hanging wall) and the Josphine Vein (footwall) with multiple smaller internal veins. The high-grade mineralized areas inside of the bodies follow a pattern in which they are limited by transverse normal faulting (Figure 2); this allows for the ranking and prioritization of key mineralized blocks for further drilling to confirm Fremont's higher-grade potential.

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Figure 2. Statistical envelopes of the gold grades inside the mineralized body (Pine Tree-Josephine longitudinal section looking west). High grade areas are limited by the transverse faults (red).

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https://images.newsfilecorp.com/files/4064/214473_cd810c651435595f_006full.jpg

Carlos used the 2023 PEA block model to study the entire mineralized body; he multiplied the grade of each (5m x 5m x 5m) individual block by its length and then added the total of each row across the ore body. This exercise produced a gram times meter (GM) "heat map" that provides a value for the intensity of mineralization inside the block model. This "heat map" can be used as a vectoring tool to study mineralized intensity and trends. Based on over 10,000 statistical samples, a mean of 58m with 96 GM of Au was obtained for the entire mineralized block model (Table 2).

n=10468Au GM
n=10468Length (m)
Mean96.06
Mean58.07
Maximum677.12
Maximum135.00
Percentile 95292.11
Percentile 95100.00
Percentile 90238.64
Percentile 9090.00
Percentile 75162.23
Percentile 7575.00
Percentile 5099.41
Percentile 5055.00
Percentile 2558.92
Percentile 2540.00
Minimum1.00
Minimum5.00

 

Table 2. Statistical thresholds of the block model rows.

Figure 3 is a longitudinal section of the entire 4-km long property that shows the mineralization intensity in gram-meters for the main deposits (French, Pine Tree-Josephine, Crown Point, and Queen Specimen). The yellow arrows indicate the plunge direction of mineralization towards the North. The figure also shows the traces of three deep drill holes undertaken by previous companies (drill hole length of 720m, 780m and 1200m). Despite intersecting the main structure that hosts mineralization, these deep step-out holes were directed outside of the mineralization plunges which explains the lower-than-average grades that were obtained.

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Figure 3. Mineralization trends showing a clear plunge towards North (arrows).

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Conclusions
Fremont is an orogenic gold deposit situated within the ophiolitic suture of the Mother Lode Gold Belt in California. Gold mineralization is found both in the melange of the suture and in the slates of the Mariposa Formation in the hanging wall.

The investigation presented in this release reveals that the high-grade areas are primarily controlled by transverse extensional faults. Furthermore, mineralization is found in veins, stockwork between veins, and outside the veins. This distribution delineates the potential areas for mining and resource estimation.

A statistical analysis of channel samples from old underground workings indicates consistent vein widths and a wide distribution of gold grades, with a mean of 4.7 g/t Au. This statistical data aids in understanding the variability and potential richness of the deposit.

The structural model built based on surface and underground mapping suggests that mineralized bodies at Fremont are along a shear zone of the ophiolitic suture and that the high-grade mineralized areas are limited by transverse normal faulting, which offers insights for further drilling and exploration efforts.

Using the PEA block model, the study generated a "heat map" indicating the intensity of mineralization across the entire mineralized body. This provides a visual tool for understanding mineralized intensity and trends, understanding the orientation of mineralized zones, and aiding in resource estimation and future exploration strategies.

A drilling campaign of 4,500 m with lengths between 200 and 550m has been designed to expand current resource in the Pine Tree - Josephine area and Chicken Gulch. It will focus on the shallow area with the intention of connecting both areas, prove geological concepts and study the behavior of gold mineralization in the different structural blocks of the north and central part of the structure.

ABOUT LODE GOLD

Lode Gold is a Canadian exploration and development company with grassroots and advanced exploration properties in highly prospective and safe mining jurisdictions.

Its Golden Culvert and Win Projects, 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. Gold deposits and occurrences within the Belt include Fort Knox, Pogo, Brewery Creek and Dublin Gulch, and Snowline Gold's Valley target on its Rogue property in the Selwyn Basin.

Its McIntyre Brook Project, New Brunswick, covering 111 km2 and a 17-km strike length in the emerging Triple Fault Gold Belt, is surrounded by Puma Exploration's Williams Brook Project (5.55 g/t Au over 50m) and is hosted by orogenic rocks of similar age and structure as New Found Gold's Queensway Project.

The Company is also advancing its Fremont Gold development project in the historic Mother Lode Gold Belt of California where 50,000,000 oz of gold has been produced. Fremont, located 500km north of Equinox Gold's Castle Mountain and Mesquite mines, has a PEA with an after-tax NPV of USD $217MM, a 21% IRR, 11-year LOM, averaging 118k ounces per annum at USD $1,750 gold. A sensitivity to the March 31, 2023 PEA at USD $2,000/oz gold gives an after-tax NPV(5%) of USD $370MM and a 31% IRR over an 11-year LOM. 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 length of the Fremont property that features five gold-mineralized zones. Significantly, three step-out holes at depth hit mineralized structure, typical of orogenic deposits that often occur at depth. Fremont is located on private land in Mariposa, the original gold rush county and is 1.5 hours from Fresno, California. The property has year-round road access and is close to airports and rail. Please refer to the Fremont Gold project PEA dated March 31, 2023 under NI 43-101 guidelines. The technical report has been reviewed and approved by independent "Qualified Persons" Eugene Puritch, P.Eng., FEC, CET, and Andrew Bradfield, P.Eng. both of P&E, and Travis Manning, P.E. of KCA.

QUALIFIED PERSON STATEMENT

Buddy Doyle, FAusIMM is the author of this news release. 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 National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101").

For more information, please visit the Company's website at www.lode-gold.com or contact:

Wendy Chan 
CEO, Director
info@lode-gold.com
+1 (416) 915-4157

Kevin Shum
Investor Relations
kevin@jeminicapital.com
+1 (647) 725-3888 ext. 702

Forward-Looking Statements

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.

WARNING: The Company relies upon litigation protection for "forward-looking" statements. The information in this release may contain forward-looking information under applicable securities laws. This forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the forward-looking information. Factors that may cause actual results to vary materially include, but are not limited to, inaccurate assumptions concerning the exploration for and development of mineral deposits, currency fluctuations, unanticipated operational or technical difficulties, changes in laws or regulations, failure to obtain regulatory, exchange or shareholder approval, the risks of obtaining necessary licenses and permits, changes in general economic conditions or conditions in the financial markets and the inability to raise additional financing. Readers are cautioned not to place undue reliance on this forward-looking information. The Company does not assume the obligation to revise or update this forward-looking information after the date of this release or to revise such information to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws

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Lode Gold Resources (TSXV: LOD) (OTCQB: LODFF) ("Lode Gold" or the "Company") is pleased to announce it has completed phase one of exploration in New Brunswick. The preliminary exploration results on its New Brunswick properties are held in its subsidiary Gold Orogen (new Spin Co). Lode Gold confirms gold endowment in mineralized rhyolites in McIntyre Brook; the geology is consistent with the surrounding PumaKinross JV property. Due to positive gold soil anomalies, Lode Gold expanded its land package to 445 km2. Further analysis in drill targeting is in progress.

Lode Gold subsidiary, Gold Orogen (Spin Co), holds key assets in Yukon and New Brunswick. In New Brunswick, Acadian Gold, its 50/50 JV company with Fancamp Exploration has two assets: McIntyre Brook and Riley Brook.

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The company's common shares, which were previously traded under the ticker symbol LODFF on the OTCQB, will now be traded on the OTCQX under the same symbol LODFF, starting from December 10th, 2024. Lode Gold Resource will still be trading on the TSX Venture Exchange in Canada under the symbol LOD.V.

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Each $0.18 unit shall consist of one common share and one common share purchase warrant. Each warrant shall entitle the holder to purchase one common share at an exercise price of $0.35 per common share for a period of three years following the date of closing.

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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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