Steppe Gold Ltd. Signs Arrangement Agreement to Acquire Anacortes Mining Corp. and Creates a Leading Diversified Precious Metals Producer

Steppe Gold Ltd. (TSX: STGO) (OTCQX: STPGF) (FSE: 2J9) ("Steppe Gold") and Anacortes Mining Corp. (TSXV: XYZ) (OTCQX: XYZFF) ("Anacortes") are pleased to announce they have entered into an arrangement agreement (the "Arrangement Agreement") pursuant to which Steppe Gold will acquire all of the issued and outstanding common shares of Anacortes (the "Anacortes Common Shares") by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia), in an all share transaction (the "Transaction").

Under the terms of the Arrangement Agreement, Anacortes shareholders will receive 0.4532 of a Steppe Gold common share (each, a "Steppe Common Share") for each Anacortes Common Share, which represents consideration of approximately C$0.48 per Anacortes Common Share and a premium of 36% based on the closing prices of the Anacortes Common Shares on the TSX Venture Exchange (the "TSXV") and the Steppe Common Shares on the Toronto Stock Exchange (the "TSX"), each as of the close of trading on March 3, 2023, the date that the Transaction was publicly announced. On the closing of the Transaction, shareholders of Steppe Gold and Anacortes will own approximately 79% and 21% of the combined company, respectively, on a basic basis.

The Transaction is anticipated to create a leading junior gold producer with significant near-term growth. In addition to current production from Steppe Gold's ATO gold mine, which is expected to increase in scale with the current Phase 2 expansion, additional future growth would be supported by the development of the high-grade Tres Cruces oxide project in Peru, which is located approximately 10 km from the Lagunas Norte mine.

The Transaction has been unanimously approved by the board of directors of each of Steppe Gold and Anacortes, including, in the case of Anacortes, following receipt of the unanimous recommendation of a special committee of independent directors of Anacortes. Stifel Nicolaus Canada Inc. provided an opinion to the special committee of Anacortes to the effect that, as of the date of such opinion, the consideration to be received by Anacortes shareholders and warrant holders, as applicable, pursuant to the Transaction is fair, from a financial point of view, to the Anacortes shareholders and warrant holders, subject to the limitations, qualifications and assumptions set forth in such opinion. The board of directors of Anacortes unanimously recommends that Anacortes shareholders vote in favour of the Transaction.

Pursuant to the Arrangement Agreement, Anacortes' officers, directors and significant shareholders holding approximately 22% of the Anacortes Common Shares entered into lock-up agreements with Steppe Gold, pursuant to which they will vote their respective Anacortes Common Shares in favour of the Transaction.

Matthew Wood, Executive Chairman of Steppe Gold, stated: "This Transaction transforms Steppe Gold into a multi asset, multi jurisdiction gold company with existing production and development projects in two of the most exciting and still untapped gold provinces in the world in both Mongolia and Peru. The new combined company will have a potential development profile of over 200,000 ounces and a resource base of over 4.5 million gold equivalent ounces."

Bataa Tumur-Ochir, President and Chief Executive Officer of Steppe Gold, stated: "We are very pleased to add one of the highest-grade undeveloped oxide gold deposits in the world to our development pipeline. Having recently built a heap leach gold mine in Mongolia and now in production since 2020, this next project works well in our sequence of production growth to come online in the next few years. Our vision is to build a 200,000 oz gold equivalent production profile, with our ATO Phase 2 expansion project expected to come online in 2025 and the Tres Cruces Mine moving to production soon thereafter. The Tres Cruces project has many similarities to our ATO project, with an oxide deposit at surface that can be quickly brought into production with significant upside in the underlying fresh rock."

James A. Currie, President and Chief Executive Officer of Anacortes, stated: "The Transaction offers our shareholders with an immediate and attractive premium, in addition to meaningful ongoing ownership in the combined company. We see this as an excellent opportunity for our shareholders to participate in a growing junior gold producer that will have an enhanced ability to advance and develop the Tres Cruces project. I am proud of the Anacortes team for their efforts and look forward to our participation in the ongoing success of the Steppe Gold team as they surface meaningful value from the combined asset base."

Benefits of the Transaction

The Transaction is expected to provide meaningful benefits to shareholders of both companies.

For Steppe Gold shareholders:

Adds the Tres Cruces project to the growth pipeline - an attractive and technically straightforward development project in Peru with low capital intensity and the potential to add 68,000 ounces of gold production per year at average all-in sustaining cash costs of US$734 per ounce.
Diversifies the asset portfolio with the addition of another development project and provides entry into one of the world's most prolific gold mining belts in Peru, thereby allowing the potential for Steppe Gold to become a multi asset and multi-jurisdictional gold company.
Further reinforces the value proposition of Steppe Gold, with the Tres Cruces project having an underlying NPV of approximately US$170 million at US$1,700 gold (per the preliminary economic assessment filed in March 2022).
Tres Cruces adds a large and underexplored land package that current hosts indicated resources of approximately 2.5 million ounces at 1.65 g/t and inferred resources of 104 kozs at 1.26 g/t, inclusive of 630 kozs of high grade 1.28 g/t leachable gold.
Adds to the existing asset base at the ATO Gold Mine where it recently reported Proven and Probable Reserves of 1.7m oz Au Eq and Resources of 2.05m oz Au Eq.

For Anacortes shareholders:

Immediate and upfront premium of 36%.
Share exchange provides for meaningful retained ownership in the combined company and ongoing exposure to near-term value catalysts, including the Phase 2 expansion at the ATO Gold Mine and the future advancement and construction of the Tres Cruces project.
Participation in an established, low cost and growing producer with increased access to capital.
Opportune time to transact given the impending Phase 2 expansion at the ATO Gold Mine, which is expected to increase annual production to approximately 100,000 of gold equivalent oz.

Transaction Details

The Transaction is structured as a plan of arrangement of Anacortes pursuant to the Business Corporations Act (British Columbia).

Under the Transaction, the outstanding Anacortes warrants will be cancelled and exchanged for the applicable warrant consideration, pursuant to the plan of arrangement. The vested in-the-money Anacortes options will be exercised into Anacortes Common Shares on a cashless basis and such Anacortes Common Shares will be exchanged for Steppe Common Shares and all of the unvested and out-of-the-money Anacortes options will be cancelled without payment, pursuant to the plan of arrangement.

The Transaction requires the approval of at least 66 2/3% of the votes cast by the shareholders of Anacortes present or represented by proxy at a special meeting of Anacortes shareholders to be called to consider the Transaction (the "Special Meeting") and separate approval of at least a simple majority by Anacortes shareholders, excluding votes from certain shareholders, including Steppe Gold, as required by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The Transaction does not require Steppe Gold shareholder approval.

In addition to the approval by Anacortes' shareholders, the Transaction is subject to the receipt of certain court and stock exchange approvals and the satisfaction of customary conditions precedent in transactions of this nature, as well as certain other specified conditions precedent set out in the Arrangement Agreement.

The Arrangement Agreement provides for customary deal protection provisions, including non-solicitation covenants of Anacortes, "fiduciary out" provisions in favour of Anacortes and "right-to-match superior proposals" provisions in favour of Steppe Gold and reciprocal expense reimbursement in certain circumstances. In addition, the Arrangement Agreement provides that, under certain circumstances, Steppe Gold would be entitled to a $1.1 million termination fee. Each of Steppe Gold and Anacortes have made customary representations and warranties and covenants in the Arrangement Agreement, including covenants regarding the conduct of their respective businesses prior to the closing of the Transaction.

Following completion of the Transaction, the Steppe Common Shares will continue trading on the TSX and the Anacortes Common Shares will be de-listed from the TSXV. Approximately 72,535,634 Steppe Common Shares are currently outstanding on non-diluted basis and approximately 86,080,773Steppe Common Shares are currently outstanding on a fully diluted basis. Upon completion of the Transaction, it is expected there will be approximately 103,822,329 Steppe Common Shares outstanding on a non-diluted basis and approximately 109,958,218 Steppe Common Shares outstanding on a fully diluted basis.

Further information regarding the Transaction will be included in the management information circular that Anacortes will mail in due course to its securityholders in connection with the Special Meeting. Anacortes will also be applying in the coming weeks to the Supreme Court of British Columbia to obtain an interim order approving various procedural and related matters in order to convene the Special Meeting.

Anacortes has agreed to pay a finders' fee to Leede Jones Gable Inc. on the closing of the Transaction that is equal to 2% of the consideration to be received by Anacortes' securityholders in connection with the Transaction. At the election of Anacortes, up to 80% of the finder's fee may be paid in Steppe Common Shares based on the Transaction price.

The Arrangement Agreement will be filed under the SEDAR profiles of Anacortes and Steppe Gold on the SEDAR website at www.sedar.com.

None of the securities to be issued pursuant to the Arrangement Agreement have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any securities issued upon closing of the Transaction are anticipated to be issued in reliance upon the exemption from such registration requirements provided by Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Advisors

Steppe Gold's financial advisor is Maxit Capital LP and its legal counsel is Fasken Martineau DuMoulin LLP. Anacortes' financial advisors are Medalist Capital Ltd. and Trinity Advisors Corporation, and its legal counsel is Clark Wilson LLP.

Technical Disclosure and Qualified Persons

The technical content of this news release regarding mineral properties of Anacortes has been reviewed and validated by James Currie, PEng., a Qualified Person as that term is defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects. Mr. Currie is the President and CEO of Anacortes.

About Steppe Gold

Steppe Gold is Mongolia's premier precious metals company.

About Anacortes

Anacortes is a growth-oriented gold company in the Americas, which owns a 100-per-cent interest in the Tres Cruces gold project located in Peru. Tres Cruces is one of the highest-grade undeveloped gold oxide deposits globally and hosts oxide plus sulphide indicated resources of 2,474,000 oz at 1.65 g/t gold, inclusive of 630,000 oz of high-grade leachable gold at 1.28 g/t gold and inferred resources of 104,000 oz at 1.26 g/t gold. The PEA on the leachable resource at Tres Cruces released earlier in 2022 indicates a robust open-pit, heap leach project.

For further information, please contact:

Steppe Gold
Bataa Tumur-Ochir, President and Chief Executive Officer
Shangri-La office, Suite 1201, Olympic Street 19A, Sukhbaatar District 1, Ulaanbaatar 14241, Mongolia
Tel: +976 7732 1914

Anacortes
Kin Communications Inc.
Tel: 604-684-6730
Email: XYZ@kincommunications.com

Notice Regarding Forward Looking Statements

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 Anacortes' and Steppe Gold's intent, or the beliefs or current expectations of the officers and directors of Anacortes and Steppe Gold (the "Companies") for Steppe Gold's growth and valuation post-closing. When used in this news release, words such as "anticipated", "expected", "future", "opportunity", "ongoing", "potential", "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", "would" or the negative connotation of such terms. As well, forward-looking statements may relate to future outlook and anticipated events, such as the consummation and timing of the Transaction; the satisfaction of the conditions precedent to the Transaction; the strengths, characteristics, benefits and potential of the resulting company; and discussion of future plans, projections, objectives, estimates and forecasts and the timing related thereto, including with respect to the ATO gold mine. These forward-looking statements involve numerous risks and uncertainties, including those relating to required shareholder and regulatory approvals, exercise of any termination rights under the Arrangement Agreement, meeting other conditions in the Arrangement Agreement, material adverse effects on the business, properties and assets of the Companies, and such other risk factors detailed from time to time in the Companies' public disclosure documents including, without limitation, those risks identified in Steppe Gold's annual information form for the year ended December 31, 2022, which is available on SEDAR at www.sedar.com, and Anacortes' management's discussion and analysis for the year ended December 31, 2022 which is available on SEDAR at www.sedar.com. 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 the forward-looking statements. Forward-looking statements speak only as of the date those statements are made. Except as required by applicable law, the Companies assume 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 either of the Companies 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.

Neither Toronto Stock Exchange, TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the applicable policies) accepts responsibility for the adequacy or accuracy of this release.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/165184

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STGO:CA

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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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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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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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)

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.

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