Lode Gold Signs Definitive Agreement to Execute Tax-Efficient Spin-Out, Creating Two Pure Play Companies

Lode Gold Signs Definitive Agreement to Execute Tax-Efficient Spin-Out, Creating Two Pure Play Companies

Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: SBMIF) ("Lode Gold " or the "Company") is pleased to announce its wholly-owned subsidiary, ("1475039 B.C. Ltd." or "Gold Orogen") has entered into a binding Definitive Agreement (DA) on October 21, 2024 to acquire Great Republic Mining ("GRM", "Great Republic" or CSE: GRM), pursuant to which the GRM and the Company's subsidiary propose to complete a Reverse Take Over (RTO) transaction pursuant to which GRM will acquire all of the issued and outstanding shares of the Company's subsidiary. It will be a tax efficient spin out: shareholders of Lode Gold will receive shares of Gold Orogen.

Transaction details, terms, and condition of the deal remain the same as in the Letter of Intent previously announced and can be read on its August 27th, 2024 news release.

The new company, Gold Orogen will have assets in two highly prospective areas in Canada: Yukon and Atlantic Canada. It will be a focused exploration pure play company. It will launch with funding of over $3 million dollars, with a plan to raise an additional $1.5 million. Work programs being executed or planned include: VTEM, SQUIDT, Soil Analysis, Geological Mapping, Trenching and Drilling in the next 12 months.

Wendy T. Chan, CEO of Lode Gold states, "We are very glad to have achieved yet another milestone, thanks to the hard work of our team. As promised in our business plan, we have now finalized definite spin out plans. It will be a tax efficient plan of arrangement. We will create two pure play companies to unlock value for shareholders. We have also initiated work programs in Yukon and New Brunswick, post raising over $4 million in the last two financings."

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.

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. Gold deposits and occurrences within the Belt include Fort Knox, Pogo, Brewery Creek and Dublin Gulch, and Snowline Gold. A NI 43-101 technical report entitled "Technical Report on the WIN-Golden Culvert Property for Lode Gold" with an effective date of May 15, 2024, summarizing the work to date on these properties is available on the Company's profile on SEDAR+ (www.sedarplus.ca) and on the Company's website (www.lode-gold.com).

In New Brunswick, Lode Gold has created one of the largest land packages with a 42km strike within 420km2. Its McIntyre Brook Project, New Brunswick, covering 111 km2 and a 17-km strike length in the emerging Appalachian/Iapetus Gold Belt, is surrounded by Puma Exploration's Williams Brook Project (5.55 g/t Au over 50m)1 and is hosted by orogenic rocks of similar age and structure as New Found Gold's Queensway Project. The Fancamp's Riley Brook is a 309 km2 package covering a 25 km strike of Wapske formation with its numerous felsic units. Previous exploration efforts have focused on just VMS-style mineralization hosted in the felsic intrusions, and mostly focused on the base metals - the Company is the first to focus on and assay for gold. This transaction will close upon Exchange's acceptance.

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 Preliminary Economic Assessment(" PEA") with an after-tax NPV (5%) of USD $217M, a 21% IRR, 11-year LOM, averaging 118,000 Oz 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 $370M 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 which features five gold-mineralized zones. Significantly, three step-out holes at depth hit the mineralized structure, typical of orogenic deposits that often occur at depth. Fremont is located on 3,351 acres of 100% owned 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 NI 43-101 PEA technical report dated March 31, 2023, which is available on the Company's profile on SEDAR+ (www.sedarplus.ca) and on the Company's website (www.lode-gold.com). The PEA 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

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
+1-416-320-4388

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.


1 See Puma Exploration Inc.'s news release dated September 15, 2021.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/227250

News Provided by Newsfile via QuoteMedia

LOD:CC
Lode Gold Resources

Lode Gold Resources Investor Kit

  • Corporate info
  • Insights
  • Growth strategies
  • Upcoming projects

GET YOUR FREE INVESTOR KIT

The Conversation (0)
Lode Gold Resources (TSXV:LOD)

Lode Gold Resources


Keep reading...Show less

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

Lode Gold Closes Financing - $790,186 to Advance California and Yukon Projects

Lode Gold Closes Financing - $790,186 to Advance California and Yukon Projects

Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: LODFF) ("Lode Gold" or the "Company") is pleased to announce that it has closed on its first tranche of its non-brokered private placement offering. The Company has raised $790,186 through the issuance of 4,389,922 Units at a price of $0.18 per Unit. The cash raised will be used for the execution of the 2025 business plan and general working capital. In Yukon, the Company will conduct field work, including geological mapping, soil sampling, and channel sampling to advance drill target development. In California, the funds will support the completion of a 2025 Preliminary Economic Assessment( PEA) focused on bulk mining, underground channel sampling to upgrade resources, and moving towards the pre-feasibility study (PFS) at the Fremont project.

News Provided by Newsfile via QuoteMedia

Keep reading...Show less
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.

News Provided by Newsfile via QuoteMedia

Keep reading...Show less
Lode Gold Strengthens Board of Spin Co Gold Orogen Ahead of Tax-Efficient Spin-out

Lode Gold Strengthens Board of Spin Co Gold Orogen Ahead of Tax-Efficient Spin-out

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.

News Provided by Newsfile via QuoteMedia

Keep reading...Show less
Lode Gold Updates Resources: Over 1 Moz Au, 4 g/t with 16.8 M Average True Width

Lode Gold Updates Resources: Over 1 Moz Au, 4 g/t with 16.8 M Average True Width

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.

News Provided by Newsfile via QuoteMedia

Keep reading...Show less
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'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.

News Provided by Newsfile via QuoteMedia

Keep reading...Show less
Pinnacle Provides Progress Report on Field Work at El Potrero Gold-Silver Project and Grants Incentive Stock Options

Pinnacle Provides Progress Report on Field Work at El Potrero Gold-Silver Project and Grants Incentive Stock Options

(TheNewswire)

Pinnacle Silver and Gold Corp.

VANCOUVER, BRITISH COLUMBIA TheNewswire - April 17, 2025 (TSXV: PINN, OTC: NRGOF, Frankfurt: X6C) Pinnacle Silver and Gold Corp. (" Pinnacle " or the " Company ") is pleased to provide an update on progress at the recently acquired high-grade gold-silver El Potrero property in Durango, Mexico (see Pinnacle news releases dated February 24 and 25, 2025 ).

News Provided by TheNewsWire via QuoteMedia

Keep reading...Show less
Element79 Gold Corp. Provides Update on Chachas General Assembly

Element79 Gold Corp. Provides Update on Chachas General Assembly

(TheNewswire)

Element79 Gold Corp.

Vancouver, British Columbia TheNewswire - April 17, 202 5 Element79 Gold Corp. (CSE: ELEM | FSE: 7YS0 | OTC: ELMGF ) ( the "Company") herein provides an update on the latest community engagement and ongoing development efforts in the Rural Community of Chachas ("Chachas") for its Minas Lucero Project in Arequipa, Peru.

News Provided by TheNewsWire via QuoteMedia

Keep reading...Show less
Opawica Explorations Intersects a 60 Meter Mineralized Zone at its Bazooka Property in the Abitibi Gold Belt

Opawica Explorations Intersects a 60 Meter Mineralized Zone at its Bazooka Property in the Abitibi Gold Belt

(TheNewswire)

Opawica Explorations Inc.

April 17th, 2025 TheNewswire - Vancouver, B.C. Opawica Explorations Inc. (TSXV: OPW) (FSE: A2PEAD) (OTC: OPWEF) (the "Company" or "Opawica"), a Canadian mineral exploration company focused on precious and base metal projects in the Abitibi gold belt, provides an update on its 2025 exploration campaign at the Bazooka Property ("Bazooka") .

News Provided by TheNewsWire via QuoteMedia

Keep reading...Show less
Asra Completes $3M Placement to Accelerate Leonora Drilling

Asra Completes $3M Placement to Accelerate Leonora Drilling

Asra Minerals Limited (ASX: ASR; “Asra” or “the Company”) is pleased to announce it
has received firm commitments for a two-tranche placement of fully paid ordinary shares
(“New Shares”) to raise up to $3 million (before costs) at $0.002 per share (“Placement”).

Keep reading...Show less
SPECTACULAR MYRTLEFORD RESULTS WITH UP TO 446g/t GOLD

SPECTACULAR MYRTLEFORD RESULTS WITH UP TO 446g/t GOLD

Advance Metals Limited (“Advance” or “the Company”) is pleased to provide further assay results for its
maiden drilling program at the Myrtleford Project in the Victorian Goldfields, Australia. Advance recently
entered into a binding agreement with Serra Energy Metals Corp. (CSE:SEEM and OTCQB:ESVNF) to
acquire an 80% interest via joint venture on the high grade Myrtleford and Beaufort Gold Projects1.

Keep reading...Show less
Gold Rally Sparks Renewed Investor Rush Into Mining Stocks

Gold Rally Sparks Renewed Investor Rush Into Mining Stocks

USA News Group   News Commentary

Issued on behalf of Rua Gold Inc.

News Provided by PR Newswire via QuoteMedia

Keep reading...Show less
Lode Gold Resources

Lode Gold Resources Investor Kit

  • Corporate info
  • Insights
  • Growth strategies
  • Upcoming projects

GET YOUR FREE INVESTOR KIT

Latest Press Releases

Related News

×