RUA GOLD Provides an Update on Previously Announced Acquisition of Siren Gold's Reefton Assets

RUA GOLD Provides an Update on Previously Announced Acquisition of Siren Gold's Reefton Assets

Rua Gold Inc. (TSXV: RUA) (OTCQB: NZAUF) (WKN: A4010V) ("Rua Gold" or the "Company") is pleased to provide an update on the previously announced acquisition of Reefton Resources Pty Limited ("Reefton"), a 100% owned subsidiary of Siren Gold Ltd. (ASX: SNG) ("Siren") with tenements located adjacent to the Company's suite of properties in New Zealand's prolific Reefton Goldfield (the "Transaction").

The Company and Siren have agreed to amend the terms of Transaction whereby Rua Gold agrees to purchase 10,000,000 common shares of Siren at a price of A$0.20 per share, for aggregate gross proceeds of A$2,000,000.

The Company highlights that the following conditions have been satisfied:
  • Rua Gold shareholders have voted in favor of the transaction

  • The Company obtained the required consent from the New Zealand Petroleum and Mineral ("NZPAM") to transfer control over Reefton's exploration permits to Rua Gold

  • The Company has prepared draft National Instrument 43-101 compliant independent report

  • The TSX Venture Exchange ("TSXV") has conditionally approved the transaction, with final approval expected following the satisfaction of the requirements for the Transaction under the TSXV Policy 5.3, which includes the submission of the aforementioned 43-101 report

The final key milestone anticipated is the Siren shareholder vote on October 28, 2024. If in favor, the Company anticipates closing the Transaction in November.

 

Robert Eckford, CEO of Rua Gold, stated: "This is an exciting stage for Rua Gold shareholders, Siren Gold shareholders, and the Reefton Goldfields community. Our merger presents a prime opportunity to establish a high-grade gold and antimony exploration company ready to deliver value through its drilling program planned on this land package. We will be looking at a combination of new discoveries alongside the scalability of historic high-grade mines to become a leading gold producer in the region. New Zealand's mining industry is experiencing a resurgence, supported by local and foreign investment, as well as a pro-mining government implementing streamlined policies. The resulting improvements in regional infrastructure and employment will transform the West Coast and benefit all of New Zealand."

Transaction Highlights

Under the terms of the Amended Agreement, Siren shall receive total consideration of A$22 million (C$20.4 million):

  • A$2 million (C$1.8 million) in cash, of which A$1 million has been paid and the remaining A$1 million will be paid at the close of the Transaction;

  • A$2 million (C$1.8 million) in cash in exchange for 10,000,000 common shares of Siren, to be exchanged at the close of the Transaction; and

  • 83,927,383 fully paid shares of Rua Gold representing A$18 million (C$16.6 million1), to be issued at the close of the Transaction with agreed contractual resale restrictions.

Upon completion of the Transaction, Siren will own ~26% of Rua Gold, and Siren Chairman, Mr. Brian Rodan, will join the Rua Gold Board. The Transaction will deliver the following benefits to the Company's shareholders:

  • Increased scale and resources by combining projects and exploration teams.

  • Increased exposure to the highly prospective and under-explored Reefton Goldfield, as the largest landholder in the district with approximately 120,000 ha of combined tenements.

  • Improved investor visibility and positioning amongst peers, with the opportunity to broaden the Company's shareholder base.

  • Potential for future operational synergies (i.e., centralized infrastructure and workforce) by realizing economies of scale across the whole land package.

  • Continued exposure to the Company's highly prospective asset, Glamorgan on the North Island of New Zealand.

Transaction Update Details

The Company has obtained approval from its shareholders concerning the Transaction.

In addition, on October 17, 2024, the Company obtained consent from the NZPAM to the change of control of Reefton's exploration permits as a consequence of the Transaction.

The Company is working to satisfy the TSXV requirements for the Transaction under section 5.7 of TSXV Policy 5.3. To obtain final approval from the TSXV, the Company will submit a National Instrument 43-101 compliant independent report and a financial plan demonstrating that the Company has sufficient financial resources to close the Transaction and to fund the first stage of the recommended work program and property payment obligations for a minimum of six months.

The transaction agreements governing the acquisition of Reefton and evidence of disinterested shareholder approval of the Company have been filed with the TSXV. A legal title opinion confirming Siren's authority to transfer the Reefton project will also be required. Final closing will be subject to the TSXV's clearance of these requirements.

About Rua Gold

Rua Gold is an exploration company, strategically focused on New Zealand. With decades of expertise, our team has successfully taken major discoveries into producing world-class mines across multiple continents. The team is now focused on maximizing the asset potential of RUA's two highly prospective high-grade gold projects.

The Company controls the Reefton Gold District as the dominant landholder in the Reefton Goldfield on New Zealand's South Island. Rua Gold will have approximately 120,000 hectares of tenements, following the completion of its previously announced acquisition of Reefton Resources Pty Limited2, in a district that historically produced over 2 million ounces of gold grading between 9 and 50 grams per tonne.

The Company's Glamorgan Project solidifies Rua Gold's position as a leading high-grade gold explorer on New Zealand's North Island. This highly prospective project is located within the North Islands' Hauraki district, a region that has produced an impressive 15 million ounces of gold and 60 million ounces of silver. Glamorgan is within 3 kms of OceanaGold Corporation's biggest gold mining project, WKP.

For further information, please refer to the Company's disclosure record on SEDAR+ at www.sedarplus.ca.

Rua Gold Contact

Robert Eckford

Chief Executive Officer

Tel: +1 604 655 7354

Email: reckford@RUAGOLD.com

Website: www.RUAGOLD.com

This news release includes certain statements that may be deemed "forward-looking statements". All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur and specifically include statements regarding: the Company's strategies, expectations, planned operations or future actions, including but not limited to exploration programs at its Reefton project and the results thereof; and the Company's acquisition of Reefton Resources Pty Limited. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements.

Investors are cautioned that any such forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. A variety of inherent risks, uncertainties and factors, many of which are beyond the Company's control, affect the operations, performance and results of the Company and its business, and could cause actual events or results to differ materially from estimated or anticipated events or results expressed or implied by forward looking statements. Some of these risks, uncertainties and factors include: general business, economic, competitive, political and social uncertainties; risks related to the effects of the Russia-Ukraine war; risks related to climate change; operational risks in exploration, delays or changes in plans with respect to exploration projects or capital expenditures; the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; changes in labour costs and other costs and expenses or equipment or processes to operate as anticipated, accidents, labour disputes and other risks of the mining industry, including but not limited to environmental hazards, flooding or unfavourable operating conditions and losses, insurrection or war, delays in obtaining governmental approvals or financing, and commodity prices. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements and reference should also be made to the Company's CSE Form 2A - Listing Statement filed under its SEDAR+ profile at www.sedarplus.ca for a description of additional risk factors.

Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

________________________

1 Calculated using Rua Gold's 30-day VWAP on the CSE as of July 12, 2024 of C$0.1983 at an AUD:CAD exchange rate of 0.9246.
2 Refer to news released dated July 15, 2024.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/227207

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Rua Gold Completes the Acquisition of Siren Gold's Reefton Assets and Becomes the Dominant Reefton Goldfield Explorer

Rua Gold Completes the Acquisition of Siren Gold's Reefton Assets and Becomes the Dominant Reefton Goldfield Explorer

Rua Gold Inc. (TSXV: RUA) (OTCQB: NZAUF) (WKN: A4010V) ("Rua Gold" or the "Company") is pleased to announce the completion of the acquisition (the "Transaction") of Reefton Resources Pty Limited ("Reefton"). Reefton was a 100% owned subsidiary of Siren Gold Ltd. (ASX:SNG) ("Siren"). The completion of the transaction expands Rua Gold's tenement package to cover over 95% of the Reefton Goldfield.

Robert Eckford, CEO of Rua Gold, stated: "Today marks a pivotal point in Rua Gold's development. With the completion of this Transaction, the Reefton district is largely under control of one company. This creates the opportunity to develop a world-class, scalable mining operation in an area that had high-grade production and is considerably underexplored at depth.

Since the announcement in July, our team has been integrating Siren's data from the Reefton properties and will incorporate this into the VRIFY AI drill targeting platform. Putting together all of these advanced exploration projects through the Transaction creates an exciting district scale opportunity.

Advancing the Auld Creek gold project and weighing up other compelling targets for immediate drilling along with our current drilling successes provides a broad platform for the future."

With the Transaction complete, a third rig is mobilized to recommence drilling on the Auld Creek target, it is a compelling near surface resource opportunity. The two drill rigs currently operating will continue on the targets at Murray Creek, including the recently announced visible gold intercept of +1oz gold intersection (refer to news release dated November 4, 2024) and shallow Capleston targets.

Further targets are being analyzed in an iterative process using VRIFY AI targeting methodology and Rua Gold's comprehensive combined exploration and mining data sets.

Cannot view this image? Visit: https://images.newsfilecorp.com/files/10755/231266_5b87507614f048b7_006.jpg

Figure 1: Overview of the Reefton Goldfield.

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/10755/231266_5b87507614f048b7_006full.jpg

Actively Advancing a District-Scale Discovery in a Tier 1 Jurisdiction:

  • Represents the next chapter in Rua Gold's development towards our goal to be a major gold producer in New Zealand.

  • Newly consolidated project represents an under-explored high-grade gold district in the world.

  • Permits, access, and consents in place for aggressive drilling following a district-wide reassessment of targets and potential on the combined land package.

  • The Transaction will increase regional tenement holdings from ~34k ha to ~125k ha and cover all known past mine camps outside of the Blackwater and Globe Progress mines.

  • Potential for lower overall project capital expenditures through the development of a central processing hub.

  • The Transaction increases Rua Gold profile in New Zealand, allowing greater opportunity to work alongside a pro-mining Government in helping to expand its resource potential.

  • Backed by a team of mining professionals with +150 years of combined experience.

Cannot view this image? Visit: https://images.newsfilecorp.com/files/10755/231266_5b87507614f048b7_007.jpg

Figure 2: Tenement map of the Reefton Goldfield.

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/10755/231266_5b87507614f048b7_007full.jpg

1. Source: https://federationmining.com.au/wp-content/uploads/2024/10/Investor-Deck-Federation-OCT-2024.pdf

Cannot view this image? Visit: https://images.newsfilecorp.com/files/10755/231266_5b87507614f048b7_008.jpg

Figure 3: Cross Section of historic underground mines in the Reefton Goldfield.

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/10755/231266_5b87507614f048b7_008full.jpg

Transaction Summary

The Transaction was completed pursuant to a share purchase agreement dated July 12, 2024, as amended October 18, 2024 (the "Amended Agreement"). Pursuant to the Amended Agreement, as consideration for the acquisition of Reefton, Rua Gold paid Siren aggregate consideration of A$20 million (C$18.4 million), representing:

  • A$2 million (C$1.8 million) in cash; and

  • 83,927,383 common shares in the capital of Rua Gold (each, a "Company Share"), representing A$18 million (C$16.6 million[1])

(collectively, the "Reefton Consideration").

The Reefton Consideration remains subject to customary working capital adjustments.

Rua Gold also acquired 10,000,000 common shares in the capital of Siren (each, a "Siren Share") at a price of A$0.20 (C$0.18) per Siren Share for an aggregate of A$2 million (C$1.8 million).

In connection with closing of the Transaction, the Company and Siren entered into a shareholder rights agreement pertaining to Siren's interest in Rua Gold, pursuant to which, among other things:

  • Rua Gold reconstituted its board of directors to be comprised of seven directors;

  • so long as Siren beneficially owns or controls at least 10% of the issued and outstanding Company Shares: (i) Siren may nominate one member to Rua Gold's board of directors; and (ii) Siren will vote any Company Shares it owns or controls in support of any proposed resolution recommended by Rua Gold's board of directors at any meeting of shareholders of the Company;

  • the 83,927,383 Company Shares issued to Siren at closing of the Transaction will be subject to the following resale restrictions: (i) 18,632,879 Company Shares will be restricted from trading until May 25, 2025; (ii) 18,632,879 Company Shares will be restricted from trading until November 25, 2025; (iii) 18,632,879 Company Shares will be restricted from trading until February 25, 2026; (iv) 18,632,879 Company Shares will be restricted from trading until May 25, 2026; and (v) 9,395,867 Company Shares will be restricted from trading until November 25, 2026 (collectively, the "Contractual Resale Restrictions"); and

  • the Contractual Resale Restrictions will cease to apply if, at any time following May 25, 2025, Rua Gold's market capitalization is at least $208,102,222.73.

Following completion of the Transaction:

  • Reefton operates as a wholly-owned subsidiary of Rua Gold;

  • Rua Gold owns approximately 7.5% of the issued and outstanding Siren Shares, calculated on an undiluted basis;

  • Siren owns approximately 26% of the issued and outstanding Company Shares, calculated on an undiluted basis, resulting in a new Control Person (as defined in the Policies of the TSX Venture Exchange (the "TSXV"));

  • Siren's Chairman, Mr. Brian Rodan, joined Rua Gold's board of directors; and

  • Rua Gold will transfer back tenement PP 60893 covering 7,305.20 ha to Siren.

The Transaction and creation of a new Control of the Company was approved by disinterested shareholders of the Company through the written consents in in accordance with TSXV policies. The Transaction remains subject to final acceptance from the TSXV.

Early Warning Disclosure

Siren Gold

In connection with the closing of the Transaction, Siren, with an address at Level 2, 41 - 43 Ord Street, West Perth WA 6005, has acquired 83,927,383 Company Shares at a price of $0.1983 per Common Share for an aggregate subscription amount of approximately $16,642,800. Immediately prior to the completion of the Transaction, Siren owned no securities of the Company. As a result of the Transaction, Siren owns and controls approximately 26% of the issued and outstanding shares of the Company on a non-diluted basis and 24% on a fully diluted basis.

Siren acquired the Company Shares for investment purposes. In the future, Siren will evaluate its investment in the Company from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease its shareholdings as circumstances require through market transactions, private agreements, or otherwise.

Siren currently has no plans or intentions which would result in a corporate transaction, a sale or transfer of a material amount of the assets of the Company or any of its subsidiaries, a change in the board of directors or management of the Company (other than as disclosed herein), including any plans or intentions to change the number or term of directors or to fill any existing vacancies on the board, a material change in the Company's business or corporate structure, a change in the Company's articles or similar instruments or another action which might impede the acquisition of control of Company by any person or company, a class of securities of the Company being delisted from, or ceasing to be authorized to be quoted on, a marketplace, the Company ceasing to be a reporting issuer in any jurisdiction of Canada, a solicitation of proxies from securityholders, or an action similar to any of those enumerated.

The disclosure respecting Siren's shareholdings contained in this press release is made pursuant to National Instrument 62-103 and a copy of the report in respect of the above acquisition will be filed with applicable securities commissions using the Canadian System for Electronic Document Analysis and Retrieval (SEDAR+) and will be available on the Company's SEDAR+ profile (www.sedarplus.ca). A copy may be obtained by contacting the Company as noted under "Rua Gold Contact" below.

Advisors and Legal Counsel

Cormark Securities Inc. acted as financial advisor to the Company and its Board of Directors. McMillan LLP acted as Canadian legal counsel to the Company. Red Cloud Securities Inc. acted as financial advisor to Siren and its Board of Directors. Steinepreis Paganin acted as Australian legal counsel to Siren.

About Rua Gold

Rua Gold is an exploration company, strategically focused on New Zealand. With decades of expertise, our team has successfully taken major discoveries into producing world-class mines across multiple continents. The team is now focused on maximizing the asset potential of RUA's two highly prospective high-grade gold projects.

The Company controls the Reefton Gold District as the dominant landholder in the Reefton Goldfield on New Zealand's South Island with approximately 125,000 hectares of tenements, in a district that historically produced over 2 million ounces of gold grading between 9 and 50 grams per tonne.

The Company's Glamorgan Project solidifies Rua Gold's position as a leading high-grade gold explorer on New Zealand's North Island. This highly prospective project is located within the North Islands' Hauraki district, a region that has produced an impressive 15 million ounces of gold and 60 million ounces of silver. Glamorgan is within 3 kms of OceanaGold Corporation's biggest gold mining project, WKP.

For further information, please refer to the Company's disclosure record on SEDAR+ at www.sedarplus.ca.

Technical Information

Simon Henderson CP, AUSIMM, a qualified person under National Instrument 43-101 Standards of Disclosure for Mineral Projects, has reviewed and approved the technical disclosure contained herein.

Rua Gold Contact

Robert Eckford
Chief Executive Officer
Email: reckford@RUAGOLD.com
Website: www.RUAGOLD.com

This news release includes certain statements that may be deemed "forward-looking statements". All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur and specifically include statements regarding: the Company's strategies, expectations, planned operations or future actions; and the effects and benefits of the Transaction. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements.

Investors are cautioned that any such forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. A variety of inherent risks, uncertainties and factors, many of which are beyond the Company's control, affect the operations, performance and results of the Company and its business, and could cause actual events or results to differ materially from estimated or anticipated events or results expressed or implied by forward looking statements. Some of these risks, uncertainties and factors include: general business, economic, competitive, political and social uncertainties; risks related to the effects of the Russia-Ukraine war; risks related to climate change; operational risks in exploration, delays or changes in plans with respect to exploration projects or capital expenditures; the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; changes in labour costs and other costs and expenses or equipment or processes to operate as anticipated, accidents, labour disputes and other risks of the mining industry, including but not limited to environmental hazards, flooding or unfavourable operating conditions and losses, insurrection or war, delays in obtaining governmental approvals or financing, and commodity prices. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements and reference should also be made to the Company's short form base shelf prospectus dated July 11, 2024, and the documents incorporated by reference therein, filed under its SEDAR+ profile at www.sedarplus.ca for a description of additional risk factors.

Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

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Rua Gold Intersects Visible Gold and Confirms Downhole Continuity of High-Grade Gold Mineralization at Murray Creek, Reefton

Rua Gold Intersects Visible Gold and Confirms Downhole Continuity of High-Grade Gold Mineralization at Murray Creek, Reefton

Rua Gold Inc. (TSXV: RUA) (OTCQB: NZAUF) (WKN: A4010V) ("Rua Gold" or the "Company") is pleased to provide an update from the drilling campaign underway at the Reefton Project on the South Island of New Zealand.

Murray Creek

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Rua Gold Announces Siren Shareholders Vote to Approve Acquisition of Reefton Resources Pty Limited

Rua Gold Announces Siren Shareholders Vote to Approve Acquisition of Reefton Resources Pty Limited

Rua Gold Inc. (TSXV: RUA) (OTCQB: NZAUF) (WKN: A4010V) ("Rua Gold" or the "Company"), is pleased to announce that its previously announced proposed acquisition (the "Transaction") of Reefton Resources Pty Limited ("Reefton") was approved at today's special meeting of the shareholders of Siren Gold Ltd. (ASX: SNG) ("Siren"). Reefton is a 100% owned subsidiary of Siren, with tenements located adjacent to the Company's suite of properties in New Zealand's prolific Reefton Goldfield.

Robert Eckford, CEO of Rua Gold, stated: "Recognizing the strategic rationale to create a district scale exploration opportunity covering some of the highest-grade gold and antimony assets in the world, Siren's shareholders overwhelmingly voted in favor of this transformational transaction. The combined Company benefits from having both the local Reefton teams working together and Brian Rodan, Chairman of Siren joining the Rua Gold board. We have a proven Board and Management team, in a favorable jurisdiction, looking to generate superior returns for both Siren and Rua Gold shareholders. Seeing the competing offer from Federation Mining made on October 14, 2024 only confirms our thesis on the high grade potential of this district and we are excited to deliver results."

Closing of the Transaction is expected to occur in November 2024, subject to satisfaction of customary closing conditions for a transaction of this nature and the receipt of final approval from the TSX Venture Exchange ("TSXV").

Actively Advancing a District-Scale Discovery in a Tier 1 Jurisdiction:

  • Represents the next chapter in Rua Gold's development towards our goal to be a major gold producer in New Zealand.

  • Newly consolidated project represents one of the least explored, high-grade gold districts in the world.

  • Permits, access, and consents in place for aggressive drilling following a district-wide reassessment of targets and potential on the combined land package.

  • The Transaction will increase regional tenement holdings from ~34k ha to ~120k ha and cover all known past production camps outside of Blackwater and the Globe Progress mine.

  • Potential for lower overall project capital expenditures through the development of a potential central processing hub.

  • The Transaction creates a bigger player in New Zealand, allowing greater opportunity to work alongside a pro-mining Government in helping them draft their Minerals Strategy for New Zealand.

  • Backed by team of mining professionals with +150 years of combined experience.

Cannot view this image? Visit: https://images.newsfilecorp.com/files/10755/228012_6c99946d74ab494d_006.jpg

Figure 1: Tenement map of the Reefton Goldfield.

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/10755/228012_6c99946d74ab494d_006full.jpg

Cannot view this image? Visit: https://images.newsfilecorp.com/files/10755/228012_6c99946d74ab494d_007.jpg

Figure 2: Cross Section of historic underground mines in the Reefton Goldfield.

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/10755/228012_6c99946d74ab494d_007full.jpg

Transaction Highlights

Under the terms of the Amended Agreement, Siren shall receive total consideration of A$22 million (C$20.4 million):

  • A$2 million (C$1.8 million) in cash, of which A$1 million has been paid and the remaining A$1 million will be paid at the close of the Transaction;

  • A$2 million (C$1.8 million) in cash in exchange for 10,000,000 common shares of Siren, to be exchanged at the close of the Transaction; and

  • 83,927,383 fully paid shares of Rua Gold representing A$18 million (C$16.6 million1), to be issued at the close of the Transaction with agreed contractual resale restrictions.

Upon completion of the Transaction, Siren will own approximately 26% of Rua Gold, and Siren Chairman, Mr. Brian Rodan, will join the Rua Gold Board.

Advisors and Legal Counsel

Cormark Securities Inc. is acting as financial advisor to the Company and its Board of Directors. McMillan LLP is acting as Canadian legal counsel to the Company. Red Cloud Securities Inc. is acting as financial advisor to Siren and its Board of Directors. Steinepreis Paganin is acting as Australian legal counsel to Siren.

About Rua Gold

Rua Gold is an exploration company, strategically focused on New Zealand. With decades of expertise, our team has successfully taken major discoveries into producing world-class mines across multiple continents. The team is now focused on maximizing the asset potential of RUA's two highly prospective high-grade gold projects.

The Company controls the Reefton Gold District as the dominant landholder in the Reefton Goldfield on New Zealand's South Island. Rua Gold will have approximately 120,000 hectares of tenements, following the completion of its previously announced acquisition of Reefton Resources Pty Limited2, in a district that historically produced over 2 million ounces of gold grading between 9 and 50 grams per tonne.

The Company's Glamorgan Project solidifies Rua Gold's position as a leading high-grade gold explorer on New Zealand's North Island. This highly prospective project is located within the North Islands' Hauraki district, a region that has produced an impressive 15 million ounces of gold and 60 million ounces of silver. Glamorgan is within 3 kms of OceanaGold Corporation's biggest gold mining project, WKP.

For further information, please refer to the Company's disclosure record on SEDAR+ at www.sedarplus.ca.

Rua Gold Contact

Robert Eckford
Chief Executive Officer
Email: reckford@RUAGOLD.com
Website: www.RUAGOLD.com

This news release includes certain statements that may be deemed "forward-looking statements". All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur and specifically include statements regarding: the Company's strategies, expectations, planned operations or future actions; closing of the Transaction; effects and benefits of the Transaction; and receipt of final approval for the Transaction from the TSXV. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements.

Investors are cautioned that any such forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. A variety of inherent risks, uncertainties and factors, many of which are beyond the Company's control, affect the operations, performance and results of the Company and its business, and could cause actual events or results to differ materially from estimated or anticipated events or results expressed or implied by forward looking statements. Some of these risks, uncertainties and factors include: general business, economic, competitive, political and social uncertainties; risks related to the effects of the Russia-Ukraine war; risks related to climate change; operational risks in exploration, delays or changes in plans with respect to exploration projects or capital expenditures; the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; changes in labour costs and other costs and expenses or equipment or processes to operate as anticipated, accidents, labour disputes and other risks of the mining industry, including but not limited to environmental hazards, flooding or unfavourable operating conditions and losses, insurrection or war, delays in obtaining governmental approvals or financing, and commodity prices. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements and reference should also be made to the Company's CSE Form 2A - Listing Statement filed under its SEDAR+ profile at www.sedarplus.ca for a description of additional risk factors.

Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

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Rua Gold Responds to OTC Markets Request on Recent Promotional Activity

Rua Gold Responds to OTC Markets Request on Recent Promotional Activity

Rua Gold Inc. (TSXV: RUA) (OTCQB: NZAUF) (WKN: A4010V) ("Rua Gold" or the "Company") announces that it has been requested by OTC Markets Group Inc. ("OTC Markets") to issue this statement about promotional activity concerning its common shares (the "Shares") traded on the OTCQB Venture Market ("OTCQB") (operated by OTC Markets).

On October 21, 2024, OTC Markets informed the Company that it became aware of certain promotional activities concerning the Company and its Shares traded on the OTCQB, including the distribution of four email newsletters (the "Promotional Newsletters") published by Wealth Research Group LLC, an affiliate of Gold Standard Media, LLC ("Gold Standard"), Portfolio Wealth Global, an affiliate of Gold Standard, SHTFPlan.com, an affiliate of Gold Standard, and Future Money Trends LLC, an affiliate of Gold Standard, discussing the Company, its business, the economy, and the gold market generally.

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RUA GOLD's Drill Program Intersects near Surface Gold at the Reefton Project

RUA GOLD's Drill Program Intersects near Surface Gold at the Reefton Project

Rua Gold Inc. (TSXV: RUA) (OTCQB: NZAUF) (WKN: A4010V) ("Rua Gold" or the "Company") is pleased to provide an update from the drilling campaign underway at the Reefton Project on the South Island of New Zealand.

The Company commenced its near mine drill program on the Murray Creek targets in July. A second drill rig was introduced in September to test the Capleston vein system. These historic mines collectively produced ~700koz of gold at 25.2g/t within a radius of ~20 kilometers.

Robert Eckford, CEO of Rua Gold commented: "Our five years of meticulous surface exploration work over the Reefton project is paying dividends from the outset of this drill program. Both of the initial drill holes have confirmed we are in right area and are locating these lodes. The near surface intercepts on Capleston are encouraging and makes for compelling economic ounces, it supports our thesis that the surface veins are continuous past the old workings. Despite the initial drill hole at Murray Creek hitting old workings, it is extremely encouraging that we have identified the dip angle of the Victoria lode and we have even more confidence with the subsequent hole that is underway now, and results from this will be ready in the next few weeks."

Capleston

On the second drill rig, which was introduced to test the Capleston vein system, the Company targeted an undeveloped and near-surface vein at the southern end of the two kilometer long historic Capleston project, the highest-grade producer of the Reefton Goldfield historically. Near surface targets lend themselves to early development and are the closest to transportation and infrastructure, providing low-cost operational advantages.

The first diamond drill hole, DD_REF_043, intersected a 12m zone of quartz-pyrite-arsenopyrite in the hanging wall, with a 1m quartz vein from 31m to 32m @ 3.86 g.t Au.

A legacy drill hole intercepted the southern lode at 33m downhole, with 1m @ 24g/t Au followed by 1m @ 2.5g/t Au1. Mapping has recorded historical waste samples up to 32.0g/t Au in the vicinity1, and a strong soil anomaly enveloping the vein (up to 410ppb Au).

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Figure 1: Capleston Section DD_REF_043, drill intersection and core highlighted

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Murray Creek

Rua Gold reports the completion of the first hole testing the down-dip extension of the Victoria lode, DD_VIC_041, which is being evaluated by the team. This intersected the targeted reef at 344m down hole and encountered historical underground workings over a 4m length. It then exited out to the footwall before drilling on for an additional 20m.

This confirms that the lode extension is accurate and, with the precise location confirmed, a second hole is underway that is 50m deeper down dip from the initial drill hole. The Company anticipates an intersection into an un-mined portion of the reef at around 350m. Results from this testing will be available in the coming weeks.

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Figure 2: Cross section through the first Murray Creek drill target, Victoria

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Background

Capleston Group historical production 134,927 oz @ 49.1 g/t Au (Barry, 1993). The Capleston Group represents a 2km long vein system with a series of north-plunging shoots dipping steeply to the east. Welcome-Hopeful was the major producer (88,620 oz @ 61.4 g/t Au recovered; Barry, 1993; Figure 3). Fiery Cross was singular for its exceptionally high antimony (Figure 4).

A table of historic production in this district is included in Table 2.

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Figure 3: Historical schematic of Capleston Lodes (section 90.313) c.1920, annotated to accentuate the lodes and Reform drill site.

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Figure 4: Fiery Cross Battery, Capleston 1930. Image from Reefton Isite.

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Figure 5: Location of Reefton Projects

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About Rua Gold

Rua Gold is an exploration company, strategically focused on New Zealand. With decades of expertise, our team has successfully taken major discoveries into producing world-class mines across multiple continents. The team is now focused on maximizing the asset potential of RUA's two highly prospective high-grade gold projects.

The Company controls the Reefton Gold District as the dominant landholder in the Reefton Goldfield on New Zealand's South Island. Rua Gold will have approximately 120,000 hectares of tenements, following the completion of its previously announced acquisition of Reefton Resources Pty Limited2, in a district that historically produced over 2 million ounces of gold grading between 9 and 50 grams per tonne.

The Company's Glamorgan Project solidifies Rua Gold's position as a leading high-grade gold explorer on New Zealand's North Island. This highly prospective project is located within the North Islands' Hauraki district, a region that has produced an impressive 15 million ounces of gold and 60 million ounces of silver. Glamorgan is within 3 kms of OceanaGold Corporation's biggest gold mining project, WKP.

For further information, please refer to the Company's disclosure record on SEDAR+ at www.sedarplus.ca.

New Investor Relations agreement - Gold Standard Media, LLC

On October 11, 2024, the Company entered into an advertising agreement with Gold Standard Media LLC ("Gold Standard") for total cash consideration of US$200,000, payable immediately. Gold Standard has agreed to provide the Company with its services to create landing pages and provide digital marketing, email marketing and influencer marketing services. Gold Standard will provide its services for a period of 90 days commencing on October 14, 2024. Gold Standard and its principals are arm's length from the Company. To the best of the Company's knowledge and as of the date hereof, certain affiliates of Gold Standard own 5,037,951 common shares in the capital of the Company. Gold Standard is a Texas-based firm and is owned by Kenneth Ameduri, Juliet Ameduri, and Lior Gantz. The Company will not issue any securities to Gold Standard as compensation for its marketing services.

Technical Information

Simon Henderson CP, AUSIMM, a qualified person under National Instrument 43-101 Standards of Disclosure for Mineral Projects, has reviewed and approved the technical disclosure contained herein.

QAQC Drilling

The majority of drillholes were sampled in full, typically following 1-m sample intervals unless geological contacts (i.e. dolerite intrusions) dictated otherwise. NQ core was analyzed as whole core; therefore, only requiring cutting along sample intervals. PQ and HQ core were sampled as half core.

Drill core samples were sent to SGS Westport for sample preparation. Core was crushed to 75% passing 2 mm, and 1-kg split of material was pulverized (to 85% passing 75 µm). No split duplicates were collected during the crushing steps. Two scoops were taken from the pulverize bowl: one for laboratory analysis (~150 g) and the other for pXRF analysis (~100 g). The pulp reject is stored in Reefton.

Rua Gold Contact

Robert Eckford

Chief Executive Officer

Tel: +1 604 655 7354

Email: reckford@RUAGOLD.com

Website: www.RUAGOLD.com

This news release includes certain statements that may be deemed "forward-looking statements". All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur and specifically include statements regarding: the Company's strategies, expectations, planned operations or future actions, including but not limited to exploration programs at its Reefton project and the results thereof; and the Company's acquisition of Reefton Resources Pty Limited. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements.

Investors are cautioned that any such forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. A variety of inherent risks, uncertainties and factors, many of which are beyond the Company's control, affect the operations, performance and results of the Company and its business, and could cause actual events or results to differ materially from estimated or anticipated events or results expressed or implied by forward looking statements. Some of these risks, uncertainties and factors include: general business, economic, competitive, political and social uncertainties; risks related to the effects of the Russia-Ukraine war; risks related to climate change; operational risks in exploration, delays or changes in plans with respect to exploration projects or capital expenditures; the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; changes in labour costs and other costs and expenses or equipment or processes to operate as anticipated, accidents, labour disputes and other risks of the mining industry, including but not limited to environmental hazards, flooding or unfavourable operating conditions and losses, insurrection or war, delays in obtaining governmental approvals or financing, and commodity prices. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements and reference should also be made to the Company's CSE Form 2A - Listing Statement filed under its SEDAR+ profile at www.sedarplus.ca for a description of additional risk factors.

Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

Table 2: Historical production from mines within the Capleston Project (Barry, 1993).

LodeEastingNorthingQuartz
tonnes
Au
(kg)
Total
Production
(Au oz)
Recovered
grade
 
(oz)
Recovered
grade
(g/t)
Welcome-Hopeful1512383534226144,868.92,756.488,620.32.061.4
Fiery Cross1512133534169124,956.4869.527,955.11.134.8
Just in Time1511983534120213,754.9534.117,171.71.238.8
Reform-Imperial-South Hopeful151180353415431,698.933.31,070.60.619.6
Lone Star15118335340402243.83.4109.30.413.9

 

Source: Barry, J.M., 1993. The History and Mineral Resources of the Reefton Goldfield. Ministry of Commerce Resource Information Report No. 15.

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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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RETRANSMISSION: Grande Portage Completes Non-Brokered Private Placement

RETRANSMISSION: Grande Portage Completes Non-Brokered Private Placement

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

Grande Portage Resources Ltd. (TSXV:GPG)(OTCQB:GPTRF)(FSE:GPB) ("Grande Portage" or the "Company") announces that after consultation with its registered finders, the Company has now concluded its non-brokered private placement under Part 5A of National Instrument 45-106 - Prospectus Exemptions - Listed Issuer Financing Exemption. As previously announced on November 13, 2024, the Company sold 3,470,000 units (each, a "Unit") at a price of C$0.30 per Unit for aggregate gross proceeds of C$1,041,000 (the "Offering"). The Company had filed an offering document related to the Offering that can be accessed under Grande Portage's profile at www.sedarplus.ca and on the Company's website at https:grandeportage.com

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Grande Portage Completes Non-Brokered Private Placement

Grande Portage Completes Non-Brokered Private Placement

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

Grande Portage Resources Ltd. (TSXV:GPG)(OTCQB:GPTRF)(FSE:GPB) ("Grande Portage" or the "Company") announces that after consultation with its registered finders, the Company has now concluded its non-brokered private placement under Part 5A of National Instrument 45-106 - Prospectus Exemptions - Listed Issuer Financing Exemption. As previously announced on November 13, 2024, the Company sold 3,470,000 units (each, a "Unit") at a price of C$0.30 per Unit for aggregate gross proceeds of C$1,041,000 (the "Offering"). The Company had filed an offering document related to the Offering that can be accessed under Grande Portage's profile at www.sedarplus.ca and on the Company's website at https:grandeportage.com

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Pinnacle Provides Updates on Proposed Acquisition of El Potrero Gold-Silver Project in Mexico, and on Canada Postal Strike and Mailing of the Company's 2024 Annual General Meeting Materials

Pinnacle Provides Updates on Proposed Acquisition of El Potrero Gold-Silver Project in Mexico, and on Canada Postal Strike and Mailing of the Company's 2024 Annual General Meeting Materials

(TheNewswire)

Pinnacle Silver and Gold Corp.

VANCOUVER, BRITISH COLUMBIA, December 10, 2024 TheNewswire - (TSXV: PINN; OTC:NRGOF; Frankfurt: P9J) Pinnacle Silver and Gold Corp. (" Pinnacle " or the " Company ") is providing an update on the proposed acquisition of a staged option to acquire up to a 100% interest, subject to a 2% NSR, in the Potrero gold-silver project in Durango, Mexico, as announced in Pinnacle news release of Oct. 28, 2024 .

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Element79 Gold Corp Provides Corporate Update with Focus on Peru, Nevada Projects

Element79 Gold Corp Provides Corporate Update with Focus on Peru, Nevada Projects

(TheNewswire)

Element79 Gold Corp.

Consistent progress towards near term renewal of surface rights access in Peru

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