Lode Gold Sets Date for Shareholder Meeting to Approve Plan of Arrangement for Spinout Monday, March 10, 2025 at 10AM MST

Lode Gold Sets Date for Shareholder Meeting to Approve Plan of Arrangement for Spinout Monday, March 10, 2025 at 10AM MST

Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: LODFF) ("Lode Gold" or the "Company") is pleased to announce that a shareholder meeting has been scheduled to approve the plan of arrangement for the tax-efficient spinout of Gold Orogen. The meeting will take place on Monday, March 10, 2025, at 10:00 AM MST. Details regarding Lode Gold's Annual General Meeting (AGM) are available on our website: https:lode-gold.cominvestors2024-agm.

The two companies will trade as separate entities upon court filing with the court, 5 to 10 days after shareholder and TSX-V approval.

Before the Record Date, all Lode Gold shareholders will receive Gold Orogen spinout shares. The Company plans to close its private placement by March 10, 2025. Each $0.18 unit includes one common share and a warrant, allowing the holder to buy a share at $0.35 for three years after closing.

Upon completion of the spin-off, the Companies will be structured as follows:

Gold Orogen (Spin Co.)

Gold Orogen is an exploration pure play with two choice assets. Both assets are located in highly prospective areas and each can potentially be a company maker and a standalone asset.

Asset 1:

  • 27 km strike, 99.5 km2 in Yukon, prolific Tombstone Belt (Snowline, 3 Aces, Rackla)
  • Total of 4 Reduced Intrusive Targets (RIRGS similar to Snowline)

Confirmed on WIN:

  • Signature host rocks, hornfels and reduced intrusives
  • High bismuth to gold ratio, gold-bearing sheeted quartz veins

Asset 2:

  • New Brunswick: created one of the largest land packages at 445 km2
  • Geological analogue to New Found Gold, Galway, Calibre Mining
  • Confirmed gold endowment - mineralized rhyolites (same geology as Puma-Kinross)

Lode Gold (Parent): Underground Mine Potential (previously mined at 10.7 g/t Au)

The Fremont Gold project is located on the Mother Lode Belt Lode Gold on patented private land in Mariposa County. Lode Gold is the first owner since mining suspension in 1942, to evaluate the project as an underground opportunity.

  • Fremont: 4km strike on the Mother Lode Belt
  • Private patented land: 3,351 acres, 100% owned in Mariposa County (Need County Approval; 5 Supervisors oversee County*) *County: 17,000 and Town: 2,000 people
  • Mariposa is designated as one of Trump Administration's Opportunity Zones, designated for expedited investments and tax incentives
  • California: 700 permitted mines; 14 gold mines
  • Target: 2 Moz underground 4 g/t Au (Previously mined in the 1930's at 10.7 g/t)
  • Typical Orogenic Deposit with Structure & Controls
  • 3 Step-Out Holes hit structure and were mineralized (up to 1300m)
  • 2 nearby mines were up to 1,800m deep at 13 g/t
  • Brownfield with 23 km of underground workings and over 43,000 m drilled (cores preserved)
  • Only 8% of the MRE exploited; mostly in the first 250 m; much has been left unmined
  • 2023 MRE: 1 Moz (M&I) + 2 Moz (Inf)
  • 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
  • Mine suspended in 1942 for the war effort

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 445 km2 and a 44 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 335 km2 package covering a 26 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 10.7 g/t Au in the 1930's.

Mining was halted in 1942 due the gold mining prohibition in World War Two (WWII) just as it was ramping up production. Unlike typical brownfield projects that are mined out, only 8% of the veins 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"). A sensitivity to the March 31, 2023 PEA at USD $2,000/oz gold gives an after-tax NPV of USD $370M and a 31% IRR over an 11-year LOM. 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)

ON BEHALF OF THE COMPANY

Wendy T. Chan, CEO & Director

Information Contact

Winfield Ding
CFO
info@lode-gold.com
+1-604-977-4653

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 use of proceeds, advancement and completion of resource calculation, feasibility studies, and exploration plans and targets. 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: the status of community relations and the security situation on site; general business and economic conditions; the availability of additional exploration and mineral project financing; the supply and demand for, inventories of, and the level and volatility of the prices of metals; relationships with strategic partners; the timing and receipt of governmental permits and approvals; the timing and receipt of community and landowner approvals; changes in regulations; political factors; the accuracy of the Company's interpretation of drill results; the geology, grade and continuity of the Company's mineral deposits; the availability of equipment, skilled labour and services needed for the exploration and development of mineral properties; currency fluctuations; and impact of the COVID-19 pandemic.

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 a deterioration of security on site or actions by the local community that inhibits access and/or the ability to productively work on site, actual exploration results, interpretation of metallurgical characteristics of the mineralization, changes in project parameters as plans continue to be refined, future metal prices, availability of capital and financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, delays or inability to receive required approvals, unknown impact related to potential business disruptions stemming from the COVID-19 outbreak, or another infectious illness, and other exploration or other risks detailed herein and 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/241602

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Lode Gold Resources (TSXV:LOD)

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Discovering the next orogenic/reduced intrusive deposit in Yukon and New Brunswick

Lode Gold Shareholders Approve Plan of Arrangement for Spin Out of Gold Orogen

Lode Gold Shareholders Approve Plan of Arrangement for Spin Out of Gold Orogen

Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: LODFF) ("Lode Gold" or the "Company") is pleased to announce that the proposed plan of arrangement (the "Arrangement") for the tax-efficient spin out of Gold Orogen was approved at the Company's annual general and special meeting of shareholders (the "Meeting") held on March 10, 2025.

The resolution approving the Arrangement (the "Arrangement Resolution") was required to be passed by: (i) the affirmative vote of at least two-thirds (66 2/3%) of the votes cast by shareholders of the Company present in person or represented by proxy and entitled to vote at the Meeting; and (ii) the affirmative vote of at least two-thirds (66 2/3%) of the votes cast by Company shareholders, optionholders and warrantholders, voting as a single class, present in person or represented by proxy and entitled to vote at the Meeting.

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Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: LODFF) ("Lode Gold" or the "Company") is pleased to announce the proposed appointment of Bill Fisher and Rajesh Sharma to the Board of Directors of its upcoming spin-out company, Gold Orogen. The spin-out is scheduled for March 2025, with a shareholder meeting set for March 10, 2025, to approve the tax-efficient plan of arrangement.

The proposed appointments of Bill, Rajesh and the other Directors will be subject to shareholder approval at the Company's Annual General Meeting (AGM) on March 10, 2025. Their appointments will be finalized following the AGM.

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Initiates Internal Scoping Study to Optimize Underground Mining

Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: LODFF) ("Lode Gold" or the "Company") is pleased to announce the positive results of its new 2025 Mineral Resource Estimation ("MRE") at its Fremont Gold project (the "Project") in Mariposa County, California: 1.198 Moz 1 at 3.97 gt* of Recoverable Gold (1.297 Moz at 4.37 gt Content Gold)2 at a 3 gt cut-off with an average true width of 16.8 m.

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Lode Gold's Upcoming Spin Co, Gold Orogen, Defines 2025 New Brunswick Exploration Targets; Reports Gold-in-Soil and EM Anomalies Identifying Highly Prospective Mineralized Systems at McIntyre Brook

 Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: LODFF) ("Lode Gold" or the "Company") is pleased to announce 2025 exploration targets for its Phase 1 exploration program in its subsidiary, Gold Orogen, which will be spun out as a separate public company in March 2025, pending Exchange and Shareholder approval. The Annual Shareholder Meeting is set for March 10, 2025. Shareholders of Lode Gold as of the Record Date will be eligible to receive shares of the new Spin Co (Gold Orogen). This tax-efficient spin-out is to ensure maximum return on investment for shareholders.

Gold Orogen has formed a JV-Co, Acadian Gold, with Fancamp, creating one of the largest land packages on the Iapetus Suture Belt in New Brunswick. This potential district-scale play covers 445 km². Atlantic Canada, especially New Brunswick, equipped with excellent infrastructure and geopolitics, is under-explored yet highly prospective for both gold and polymetallic minerals. In recent months, majors such as Kinross, Equinox Gold and others have strategically made advancements in the area.

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Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: LODFF) ("Lode Gold " or the "Company") is pleased to report it has engaged the services of Axiom Exploration Group Ltd. ("Axiom") of Saskatoon, Saskatchewan. Axiom's primary role will be to supply geological and field technical staff, along with equipment for our forthcoming field program. This program will target four distinct RIRGS (Reduced Intrusion-Related Gold System) prospects named Border, Steelhead, Stingray and Camp. Among these, the Border prospect on the WIN property is the most developed, exhibiting RIRGS-style gold mineralization in sheeted quartz veins hosted within hornfels, along with high bismuth to gold ratios. Our efforts will concentrate on this prospect, aiming to identify drill targets at Border for drill testing in the later part of the season. The entire operation will be overseen by Buddy Doyle, Gold Orogen's Vice President of Exploration, a seasoned explorer with a 40-year career marked by numerous significant discoveries.

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Horizon Minerals Limited  Gold Mining and Processing Update

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HIGHLIGHTS

New Toll Treatment Agreement for processing Phillips Find ore

- Completion of processing of the first 37,000t of ore from the Phillips Find JV with BML Ventures Pty Ltd (BML) under the 200,000t Toll Milling Agreement with FMR Investments Pty Ltd (FMR) to treat Horizon ore from February to June 2025 at the Greenfields Mill

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- Proceeds received from the processing of the first 50,604t of Boorara ore under the Ore Sale Agreement with Norton Gold Fields' Paddington Mill for the processing of total of 1.24Mt of Boorara ore

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- Boorara is now operating at steady state ore production

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Next Steps

The next campaign of ore treatment at FMR's Greenfields mill is scheduled to commence on 9 April 2025 and will comprise approximately 40kt of Boorara ore and 40kt of Phillips Find ore. A similar split of Boorara and Phillips Find ore is scheduled to be processed in June 2025 which will complete Horizon's current 200kt Toll Treatment Agreement with FMR.

The remaining 70kt of Phillips Find ore shall be processed through September/October 2025 at Focus Minerals' Three Mile Hill plant.

Processing of ore at Paddington from Boorara has now reached steady state and is expected to be continuous.

A further mining and processing update is expected in the Company's March Quarterly Report.

*To view tables and figures, please visit:
https://abnnewswire.net/lnk/3EP3Z408



About Horizon Minerals Limited:  

Horizon Minerals Limited (ASX:HRZ) is a gold exploration and mining company focussed on the Kalgoorlie and Menzies areas of Western Australia which are host to some of Australia's richest gold deposits. The Company is developing a mining pipeline of projects to generate cash and self-fund aggressive exploration, mine developments and further acquisitions. The Teal gold mine has been recently completed.

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Horizon has a number of joint ventures in place across multiple commodities and regions of Australia providing exposure to Vanadium, Copper, PGE's, Gold and Nickel/Cobalt. Our quality joint venture partners are earning in to our project areas by spending over $20 million over 5 years enabling focus on the gold business while maintaining upside leverage.

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Pursuant to the Offering, the Company issued 19,500,000 common shares (the "Offered Shares") at a price of $1.00 per Offered Share. Mr. Eric Sprott, through 2176423 Ontario Ltd. ("2176423"), a corporation beneficially owned by him, invested $5,000,000 by subscribing for 5,000,000 Offered Shares.

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