Steppe Gold Enters Into Share Exchange Agreement to Acquire Boroo Gold and Agrees to Sell the Tres Cruces Oxide Project

Steppe Gold Ltd. (TSX: STGO) (OTCQX: STPGF) (FSE: 2J9) (" Steppe Gold ") is pleased to announce that, further to its press releases dated January 22, 2024 and March 19, 2024, it has entered into a share exchange agreement (the " Share Exchange Agreement ") pursuant to which Steppe Gold will acquire all of the issued and outstanding common shares (the " BG Common Shares ") of Boroo Gold LLC (" Boroo Gold ") from an indirect, wholly owned subsidiary of Boroo Pte Ltd. (" Boroo Singapore ") in an all-share transaction (the " Boroo Gold Transaction ").

Additionally, pursuant to separate definitive share purchase agreements (the " Share Purchase Agreements "), each between one of Steppe Gold's wholly-owned subsidiaries, on the one hand, and Boroo Singapore or one of its affiliates, on the other hand, each dated April 11, 2024, Steppe Gold will sell the Tres Cruces Oxide Project (the " Tres Cruces Project ") to Boroo Singapore for approximately CAD$12 million in cash (the " Tres Cruces Transaction ") payable over the next 18 months beginning as of the Closing Date (as defined in the Share Purchase Agreements).

Highlights

The Boroo Gold Transaction will create Mongolia's leading gold producer
- Acquisition of a leading gold producer, Boroo Gold, will create Mongolia's leading gold producer
- Boroo Singapore will hold approximately 55.9% of the issued and outstanding common shares of Steppe Gold (" Steppe Common Shares ") on a fully diluted basis, immediately following the completion of the Boroo Gold Transaction
Immediate and strong cash flows to Steppe Gold
- Boroo Gold estimates over 400,000 oz of gold production from 2024 to 2031, with projected average annual production of approximately 60,000 oz in 2024, 2025 and 2026
- In 2023, Boroo Gold had revenue of US$132 million on production of 67,315 oz of gold, with an AISC of $847 per oz, at an average achieved gold price of $1,957 per oz
- Boroo Gold is forecasting similar production levels in 2024, albeit with higher sustaining costs
Long standing and strong social license
- The Boroo gold mine comes with a long and proud history of positive impact in Mongolia:
  - Over US$1,020 million in benefits to Mongolia since 2003 (taxes and fees, CAPEX, donations, payments to local companies for goods and services and salaries to national employees)
  - Over US$17.5 million in donations and investments in local Soums between 2007 and 2023 under its framework of social responsibility
Steppe Gold combined gold production in 2024 projected to be 90,000 oz, rising to an estimated annualized 150,000 oz in 2026 as the ATO Gold Mine Phase 2 Expansion is planned to come on stream in mid-2026
Significant value upside from:
- Potential cost synergies from combined purchasing power and lower relative administration costs
- Increasing Reserves and Resources near the existing mines
Divestment of the Tres Cruces Project to the likely highest value buyer, returning Steppe Gold's singular focus to Mongolia

Bataa Tumur-Ochir, Chairman and CEO of Steppe Gold, commented: "We are very pleased to announce the agreement to acquire Boroo Gold. This transaction accelerates our path to a multi-asset Mongolia-focused mining group and, importantly, immediately provides strong cash flow to support our growth plans, further improved with the recent strong gold prices. In connection with the completion of this transaction we expect to finish 2024 with a run rate of around 90,000 oz in gold production, moving to over 150,000 oz in 2026 on a pro forma basis. We have also decided to divest the Tres Cruces Project to further improve our liquidity and sharpen our focus on Mongolia."

Boroo Gold Transaction Details

Share Exchange Agreement

Pursuant to the Share Exchange Agreement, Steppe Gold will acquire all of the BG Common Shares in consideration for the issuance by Steppe Gold of 138,150,000 Steppe Common Shares, or that number of Steppe Common Shares that results in Boroo Singapore, directly or indirectly, holding 55.9% of the issued and outstanding Steppe Common Shares (calculated on a fully-diluted basis) upon completion of the Boroo Gold Transaction. Steppe Gold will seek approval for the issuance of Steppe Common Shares in connection with the Boroo Gold Transaction at Steppe Gold's annual general and special meeting of shareholders (the " Meeting "), which is expected to be held in June 2024.

The Boroo Gold Transaction is subject to customary closing conditions, including receipt of approval by Steppe Gold's shareholders at the Meeting, and certain regulatory approvals, including the approvals of the Toronto Stock Exchange and applicable Mongolian authorities. Additionally, it is a condition to the closing of the Boroo Gold Transaction that the Tres Cruces Transaction has closed.

All of the directors and executive officers of Steppe Gold have entered into support and voting agreements pursuant to which they have agreed to support the Boroo Gold Transaction and to vote in favour of the Boroo Gold Transaction, subject to the provisions of such support and voting agreements.

The Share Exchange Agreement includes customary representations, warranties and covenants, including with respect to non-solicitation of alternative transactions, a right to match superior proposals and a fiduciary out in respect of the same. In addition, each of Boroo Singapore and Steppe Gold have agreed to pay a termination fee if the Share Exchange Agreement is terminated upon the occurrence of certain events.

Further details with respect to the Boroo Gold Transaction and the Tres Cruces Transaction will be included in the information circular to be mailed to Steppe Gold's shareholders in connection with the Meeting. Provided all conditions precedent in the Share Exchange Agreement are satisfied or waived in a timely manner (including the closing of the Tres Cruces Transaction), it is currently anticipated that the Boroo Gold Transaction will close in the third quarter of 2024. A copy of the Share Exchange Agreement, the Share Purchase Agreements and the information circular in respect of the Meeting will be filed on Steppe Gold's SEDAR+ profile and will be available for viewing at www.sedarplus.ca .

Investor Rights Agreement

At the closing of the Boroo Gold Transaction, Steppe Gold will enter into an investor rights agreement with Boroo Singapore (the " Investor Rights Agreement "). Pursuant to the Investor Rights Agreement, Boroo Singapore will have the right to nominate up to two directors (the " Boroo Nominees ") to the board of directors of Steppe Gold (the " Steppe Board "), subject to Boroo Singapore maintaining ownership of at least 10% of the issued and outstanding Steppe Common Shares, and other terms and conditions as further set forth in the Investor Rights Agreement. In addition, Boroo Singapore will be provided with certain governance rights, so long as it maintains certain Steppe Common Share ownership thresholds, including pre-emptive rights and customary registration rights. The key executive management team of Steppe Gold will remain in place following closing of the Boroo Gold Transaction.

Expected Management Team on Closing

Bataa Tumur-Ochir	(Chairman and Chief Executive Officer)
Tserenbadam Duger	(Chief Operating Officer)
Jeremy South	(SVP and Chief Financial Officer)
Byambatseren Tsogbadrakh	(President & Vice President, Finance)

Benefits of the Boroo Gold Transaction

The Boroo Gold Transaction is expected to provide meaningful benefits to shareholders of Steppe Gold, including:

Increased gold production to 90,000 oz per annum in 2025 and 150,000 oz per annum by 2026.
Strong cash flow and increased financial strength to service ATO Gold Mine Phase 2 Expansion debt and project financing.
Funding for exploration programs and further acquisition opportunities in Mongolia.
Liquidity from the sale of the Tres Cruces Project.
Creation of a multi-asset producer with a strong base and focus in Mongolia.

Tres Cruces Transaction Details

Steppe Gold is also pleased to announce that it has entered into the Share Purchase Agreements, pursuant to which Boroo Singapore will acquire the Tres Cruces Project by purchasing all of the issued and outstanding shares of two of Steppe Gold's indirect, wholly-owned subsidiaries for aggregate cash consideration of approximately CAD$12 million. The consideration is payable in four installments over a period of 18 months starting on the Closing Date (as defined in the Share Purchase Agreements). The Tres Cruces Transaction is expected to close in July 2024, following which, the Boroo Gold Transaction will close subsequently thereafter.

The Tres Cruces Transaction is subject to customary closing conditions and is cross conditional on the closing of the Boroo Gold Transaction.

Recommendation of the Steppe Board

Based on an independent verbal fairness opinion provided by Sequeira Partners, in respect of the Boroo Gold Transaction, and after consulting with its financial and legal advisors, among other considerations, the Steppe Board has unanimously: (i) determined that each of the Boroo Gold Transaction and the Tres Cruces Transaction is fair to Steppe Gold; (ii) approved each of the Boroo Gold Transaction and the Tres Cruces Transaction and the entering into of the Share Exchange Agreement and Share Purchase Agreements, respectively, is in the best interests of Steppe Gold; and (iii) resolved to recommend that Steppe Gold's shareholders vote in favour of the Transaction Resolution (as defined in the Share Exchange Agreement).

Advisors

Steppe Gold's legal counsel is Fasken Martineau DuMoulin LLP. Boroo Singapore's Canadian legal counsel is Stikeman Elliott LLP. Payet, Rey, Cauvi, Pérez Abogados are Peruvian legal counsel to Steppe Gold and Boroo Singapore. Steppe Gold's financial advisor is Sequeira Partners. Boroo Singapore's financial advisor is Cormark Securities Inc.

Qualified Persons

The technical content of this news release regarding Steppe Gold has been reviewed and validated by Enkhtuvshin Khishigsuren, PEng., a "Qualified Person" as that term is defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects .

Technical Reports

Additional information with respect to Steppe Gold's Altan Tsagaan Ovoo Project, including its AuEq resource base, is contained in the technical report of Steppe Gold dated November 6, 2022 and entitled "Altan Tsagaan Ovoo Project (ATO) 2022 Mineral Resources & Reserves Report (NI 43-101)". A copy of said report can be obtained from SEDAR+ at www.sedarplus.ca .

Further information with respect to the Tres Cruces Project is contained in the technical report of Steppe Gold, dated August 21, 2023 and entitled "Form 43-101F1 Technical Report Preliminary Economic Assessment". A copy of said report can be obtained from SEDAR+ at www.sedarplus.ca .

About Steppe Gold

Steppe Gold is Mongolia's premier precious metals company and 100% owner of the ATO gold mine and the Uudam Khundii project in Mongolia.

About Boroo Gold

Established in 1997, Boroo Gold is a leading gold producer in Mongolia with over 50,000 tons per day mining fleet, 5,500 tons per day mill and carbon-in-leach circuit gold processing plant, 3,000,000 tons per annum heap leach and carbon-in-columns plant and an approximate workforce of over 400 people. Boroo Gold operates the Boroo mine in Selenge province, as well as owning and operating the adjacent Ulaanbulag mine in Mongolia.

Cautionary Statement on Forward-Looking Information

This news release includes certain statements that constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"). These include statements regarding Steppe Gold's intent, or the beliefs or current expectations of the officers and directors of Steppe Gold, for Steppe Gold's growth, production and valuation post-closing of the Boroo Gold Transaction and Tres Cruces Transaction and future market conditions for metals.

When used in this news release, words such as "anticipated", "expected", "estimated", "future", "forecast", "likely", "opportunity", "ongoing", "potential", "planned", "projected", "proposed", "vision" and similar expressions are intended to identify these forward-looking statements as well as phrases or statements that certain actions, events or results "could", "may", "should", "will", or "would" occur or the negative connotation of such terms.

As well, forward-looking statements may relate to Steppe Gold's future outlook and anticipated events, such as the consummation and timing of each of the Boroo Gold Transaction and the Tres Cruces Transaction; the Steppe Board and management team of Steppe Gold following the Boroo Gold Transaction; the satisfaction of the conditions precedent to each of the Boroo Gold Transaction and Tres Cruces Transaction; the anticipated benefits of the Boroo Gold Transaction; the potential for value creation to Steppe Gold's shareholders; the anticipated timing of the closings of the Boroo Gold Transaction and Tres Cruces Transaction; the entering into of the support and voting agreements, Investor Rights Agreement and other ancillary documents in connection with the Boroo Gold Transaction; the filing of the Share Exchange Agreement, the Share Purchase Agreements and the information circular in respect of the Meeting on SEDAR+; the details to be included in the information circular regarding the Meeting in respect of the Boroo Gold Transaction and the Tres Cruces Transaction; the timing and anticipated receipt of required shareholder, court and regulatory approvals for the Boroo Gold Transaction and, if applicable, for the Tres Cruces Transaction; Boroo's nomination and governance rights under the Investor Rights Agreement; anticipated gold production of Boroo Gold and combined gold production of Steppe Gold; the anticipated cash flow of Steppe Gold; potential liquidity from the sale of the Tres Cruces Project; and discussion of future plans, projections, objectives, estimates and forecasts and the timing related thereto.

These forward-looking statements involve numerous risks and uncertainties, including those relating to: required shareholder, regulatory and stock exchange approvals; approvals from applicable Mongolian authorities; exercise of any termination rights under the Share Exchange Agreement or the Share Purchase Agreements; meeting other conditions precedent to each of the Share Exchange Agreement and the Share Purchase Agreements; the time required to prepare and mail the Meeting materials, including the information circular; material adverse effects on the business, properties and assets of Steppe Gold or Boroo Gold; discrepancies between actual and estimated production and test results, mineral reserves and resources and metallurgical recoveries; and such other risk factors detailed from time to time in Steppe Gold's public disclosure documents, including, without limitation, those risks identified in Steppe Gold's annual information form for the year ended December 31, 2023, which is available on SEDAR+ at www.sedarplus.ca .

Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by such forward-looking statements. Forward-looking statements speak only as of the date those statements are made. Except as required by applicable law, Steppe Gold assumes no obligation to update or to publicly announce the results of any change to any forward-looking statement contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements. If Steppe Gold updates any one or more forward-looking statements, no inference should be drawn that the company will make additional updates with respect to those or other forward-looking statements. All forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.

Contact Information

Steppe Gold

Bataa Tumur-Ochir, Chairman and Chief Executive Officer
Jeremy South, Senior Vice President and Chief Financial Officer

Shangri-La office, Suite 1201, Olympic Street 19A, Sukhbaatar District 1, Ulaanbaatar 14241, Mongolia
Tel: +976 7732 1914

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Stonegate Capital Partners Updates Coverage on Steppe Gold Ltd. Q1 2024

Steppe Gold Ltd. (TSX: STGO): Stonegate Capital Partners Updates Coverage on Steppe Gold Ltd. (TSX: STGO).

To view the full announcement, including downloadable images, bios, and more, click here.

Key Takeaways:

Boroo Gold acquisition expected to be approved in June of 2024
Tres Cruces sale expected to close in 3Q24
First tranche of Phase 2 Expansion funding is drawn to order long lead items and fund early construction

Click image above to view full announcement.

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Steppe Gold Announces Executive Changes

Steppe Gold Ltd. (TSX: STGO) (OTCQX: STPGF) (FSE: 2J9) ("Steppe Gold" or the "Company") announces today that Aneel Waraich has resigned as a director and executive vice president of the Company and Greg Wood has resigned as Chief Operating Officer of the Company, each effective March 28, 2024, and the board of directors has accepted their resignations. The Company would like to thank Mr. Wood and Mr. Waraich for their contributions and wishes them every success in their future endeavors.

In connection with Mr. Waraich's resignation, Steppe Gold has issued an aggregate of 1,250,000 common shares of the Company at a deemed price of $0.77 per share, in addition to a cash payment of US$100,000, to settle all amounts owing by Steppe Gold to Mr. Waraich (the "Waraich Settlement Transaction"). The Toronto Stock Exchange has not approved the Waraich Settlement Transaction at this time. The common shares issued to Mr. Waraich are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation, and such further restrictions as apply under foreign securities laws.

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PROSPECT RIDGE RESOURCES ADJOURNS ANNUAL GENERAL MEETING

Prospect Ridge Resources Corp. (the " Company " or " Prospect Ridge ") (CSE: PRR) (OTC: PRRSF) (FRA: OED) announces that it has adjourned its annual general meeting (for more information, see news release dated December 12, 2024 ), to reconvene on Friday, December 20, 2024 at 11:30 AM (Pacific Time) at Suite 430, 605 Robson Street, Vancouver British Columbia. Proxies will continue to be accepted until 48 hours prior to the commencement of the adjourned meeting.

About Prospect Ridge Resources Corp.

Prospect Ridge Resources Corp. is a British Columbia based exploration and development company focused on gold exploration. Prospect Ridge ' s management and technical team cumulate over 100 years of mineral exploration experience and believe the Knauss Creek and the Holy Grail properties to have the potential to extend the boundaries of the Golden Triangle to cover this vast under-explored region.

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as " intends " or " anticipates" , or variations of such words and phrases or statements that certain actions, events or results " may", " could ", " should ", " would " or " occur " . This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions. These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

View original content to download multimedia: https://www.prnewswire.com/news-releases/prospect-ridge-resources-adjourns-annual-general-meeting-302331800.html

SOURCE Prospect Ridge Resources Corp.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/December2024/13/c2016.html

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PROSPECT RIDGE RESOURCES CONFIRMS ARRANGEMENTS RELATING TO ANNUAL GENERAL MEETING

Prospect Ridge Resources Corp. (the " Company " or " Prospect Ridge ") (CSE: PRR) (OTC: PRRSF) (FRA: OED) wishes to update shareholders on the impact of the strike by the Canadian Union of Postal Workers on the Company's ability to comply with its obligations to deliver to shareholders its financial statements and related disclosure and proxy-related materials in respect of the Company's Annual General Meeting (the " Meeting ") of shareholders scheduled to be held on Friday, December 13, 2024 at 11:00 AM (Pacific Time) at Suite 430, 605 Robson Street, Vancouver, British Columbia .

As a result of the strike, and pursuant to CSA Coordinated Blanket Order 51-931 Temporary Exemption from requirements in National Instrument 51-102 Continuous Disclosure Requirements and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer to send certain proxy-related materials during a postal strike (the "Blanket Order"), the Company is advising shareholders that:

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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 km²across 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 km²and 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 km²package 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

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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1.	At the Meeting, shareholders will be asked to vote on the following matters, all as more particularly described in the Information Circular:
	(i)	to fix the number of directors of the Company at seven;
	(ii)	to elect the seven directors of the Company for the ensuing year;
	(iii)	to re-appoint the Company's auditor for the ensuing year and to authorize the directors of the Company to fix the remuneration to be paid to the auditor;
	(iv)	to re-approve the Company's stock option plan; and
	(v)	to transact such other business as may properly be transacted at the Meeting.

2.	The Company has satisfied all of the conditions to rely, and is relying, on the exemption provided by the Blanket Order from the requirement to send proxy-related materials to its shareholders.

3.	Electronic versions of the Notice of Meeting, Information Circular, the form of Proxy (for registered shareholders), and Voting Instruction Form (for non-objecting beneficial owners) and all other proxy-related materials (collectively, the "Proxy Related Materials"), as applicable
	(i)	have been filed and are available on the SEDAR+ website at www.sedarplus.ca under the Company's profile; and
	(ii)	are posted in a prominent location on the Company's website at https://prospectridgeresources.com/investors/ .

4.	The Company will also provide copies of the applicable Proxy-Related Materials by email to each shareholder who requests same while the strike is ongoing, at no charge. To do so, Shareholders may contact Meredith Eades at meredith.eades@prospectridgeresources.com or by phone at 604-670-7818 to request that a copy of the Proxy-Related Materials be emailed to you.

5.	As the electronic versions of the form of Proxy (for registered shareholders) and Voting Instruction Form (for non-objecting beneficial owners) do not contain control numbers, they cannot be voted online or by phone. These electronic forms must be physically completed, signed, and returned to the Company's transfer agent, Odyssey Trust Company, by:
	(i)	Physical delivery or facsimile (details in the Information Circular);
	(ii)	Email to proxy@odysseytrust.com .

5.	In the alternative:
	(i)	If you are a registered shareholder, you may also contact the Company's Transfer Agent, Odyssey Trust Company, at Direct Dial (all regions): 1-587-885-0960; US & Canada (toll-free): 1-888-290-1175 to verify your identity and obtain instructions and assistance in voting your shares;
	(ii)	If you are a beneficial shareholder, who holds their investment through a brokerage house, depository company or other intermediary, you may also attempt to contact such brokerage house, depository company or other intermediary for instructions and assistance in voting your shares.

Steppe Gold Enters Into Share Exchange Agreement to Acquire Boroo Gold and Agrees to Sell the Tres Cruces Oxide Project

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