TSX Venture Exchange Stock Maintenance Bulletins

TSX Venture Exchange Stock Maintenance Bulletins

TSX VENTURE COMPANIES

ARGO OPPORTUNITY CORP.   ("AROC.P   ")
  BULLETIN TYPE:  New Listing-CPC-Shares, HALT
  BULLETIN DATE: May 16, 2023
  TSX Venture Tier 2   Company

This Capital Pool Company's (the Company) Prospectus dated March 21, 2023 , has been filed with and accepted by TSX Venture Exchange and the British Columbia and Ontario Securities Commissions effective March 23, 2023 pursuant to the provisions of the British Columbia and Ontario Securities Acts, and Multilateral Instrument 11-102 Passport System in Alberta , Manitoba , and Quebec.  The Common Shares of the Company will be listed on TSX Venture Exchange on the effective date stated below.

The Company intends to complete its initial distribution of securities to the public.  The gross proceeds to be received by the Company for the Offering will be $322,170 (3,221,700 common shares at $0 .10 per share).

Commence Date:

At the market open May 18, 2023, the Common shares will be listed and immediately halted on TSX Venture Exchange.

The closing of the public offering is scheduled to occur on May 18 , 2023.  A further notice will be issued upon receipt of closing confirmation and the trading halt will be lifted.

Corporate Jurisdiction:

British Columbia




Capitalization:

unlimited

common shares with no par value of which


6,221,700

common shares will be issued and outstanding at the closing of the offering

Escrowed Shares:

3,000,000

common shares will be subject to escrow at the closing of the offering

Transfer Agent:

Odyssey Trust Company

Trading Symbol:

AROC.P

CUSIP Number:

04019W100

Agent:

Integral Wealth Securities Limited

Agent's Warrants:

322,170 non-transferable warrants.  One warrant entitles the holder to purchase one common share of the Company at $0.10 per share for a period of 60 months from listing date.

For further information, please refer to the Company's Prospectus dated March 21, 2023 .

Company Contact:

Michele (Mike) Nino Marrandino

Company Address:

P.O. Box 3566 Stn Terminal, Vancouver, BC V6B 3Y6

Company Phone Number:

604-722-5225

Company Email Address:

mike@pacwest.ca

________________________________________

DECISIVE DIVIDEND CORPORATION   ("DE   ")
  BULLETIN TYPE:  Declaration of Dividend
  BULLETIN DATE: May 16, 2023
  TSX Venture Tier 2   Company

The Issuer has declared the following dividend:

Dividend per common share:  $0.035
Payable Date: Jun 15, 2023
Record Date: May 31, 2023
Ex-dividend Date: May 30 , 2023

________________________________________

MINTO METALS CORP.   ("MNTO")
  BULLETIN TYPE: Suspend
  BULLETIN DATE: May 16, 2023
  TSX Venture Tier 1 Company

Further to TSX Venture Exchange bulletin dated May 15, 2023 and Minto Metals Corp. (the "Company") press release dated May 16, 2023 , effective at the opening, Thursday , May 18, 2023 trading in the shares of the Company will be suspended, the Company having failed to maintain Exchange Requirements.

Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice.

____________________________________

Nexus Gold CORP. ("NXS")
  BULLETIN TYPE:  Consolidation
  BULLETIN DATE: May 16, 2023
  TSX Venture Tier 2 Company

Pursuant to a director's resolution dated May 3, 2023 , the Company has consolidated its capital on a Ten (10) old for One (1) new basis.  The name of the Company has not been changed.

Effective at the opening May 18, 2023 , the common shares of Nexus Gold Corp. will commence trading on TSX Venture Exchange on a consolidated basis.  The Company is classified as a 'Mineral Exploration/Development' company.

Post - Consolidation



Capitalization:

unlimited

shares with no par value of which


31,873,322

shares are issued and outstanding

Escrow:

nil


Transfer Agent:

Computershare Trust Company of Canada

Trading Symbol:

NXS

Unchanged

CUSIP Number:

65345J204

New

________________________________________

ORECAP INVEST CORP. ("OCI")
  [formerly OREFINDERS RESOURCES INC. ("ORX")]
  BULLETIN TYPE:  Name Change, Symbol Change
  BULLETIN DATE: May 16, 2023
  TSX Venture Tier 2 Company

Pursuant to the director's resolution passed by directors on May 2, 2023 , the Company has changed its name as follows . There is no consolidation of capital.

Effective at the opening on Thursday, May 18, 2023 , the common shares of Orecap Invest Corp. will commence trading on TSX Venture Exchange, and the common shares of Orefinders Resources Inc. will be delisted.  The Company is classified as an 'Mining/Investment' company.

Capitalization:

Unlimited

shares with no par value of which


247,714,298

shares are issued and outstanding

Escrow:

NIL

shares are subject to escrow

Transfer Agent:

Computershare Investor Services Inc.

Trading Symbol:

OCI (new)

CUSIP Number:

685787 10 3 (new)

________________________________________

RIWI CORP. ("RIWI")
  BULLETIN TYPE:  Reinstated for Trading
  BULLETIN DATE: May 16, 2023
  TSX Venture Tier 1 Company

Further to the TSX Venture Exchange Bulletin dated May 8, 2023 , the Exchange has been advised that the Cease Trade Order issued by the Ontario Securities Commission dated May 5, 2023 , has been revoked.

Effective at the opening, Thursday, May 18, 2023 , trading will be reinstated in the securities of the Company.

_______________________________________

VOX ROYALTY CORP.   ("VOX   ")
  BULLETIN TYPE:  Declaration of Dividend
  BULLETIN DATE: March 16, 2023
  TSX Venture Tier 1   Company

The Issuer has declared the following dividend:

Dividend per common share: US$0.011
Payable Date: July 14, 2023
Record Date: June 30, 2023
Ex-dividend Date: June 29 , 2023

________________________________________

23/05/16   - TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

CHURCHILL RESOURCES INC.   ("CRI   ")
  BULLETIN TYPE:  Halt
  BULLETIN DATE: May 16, 2023
  TSX Venture Tier 2   Company

Effective at 6:27  a.m. PST, May 16, 2023 , trading in the shares of the Company was halted, pending news; this regulatory halt is imposed by Investment Industry Regulatory Organization of Canada , the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.

________________________________________

CHURCHILL RESOURCES INC.   ("CRI   ")
  BULLETIN TYPE:  Resume Trading
  BULLETIN DATE: May 16, 2023
  TSX Venture Tier   2 Company

Effective at  8:45  a.m. PST, May 16, 2023 , shares of the Company resumed trading, an announcement having been made.

________________________________________

DELTA RESOURCES LIMITED ("DLTA   ")
  BULLETIN TYPE: Property-Asset or Share Purchase Agreement
  BULLETIN DATE: May 16, 2023
  TSX Venture Tier 2   Company

TSX Venture Exchange has accepted for filing a Property Acquisition Agreement dated April 24, 2023 (the "Agreement"), between Delta Resources Limited (the "Company") and arm's length vendors (the "Vendors"), pursuant to which the Company has acquired eight additional claims near its Delta -1 property in Thunder Bay, Ontario . Under the Agreement, the Company will issue 80,000 common shares to the Vendors to earn a 100% interest in the claims. The Vendors will retain a 2% NSR of which the Company can elect to buy back 1% at any time for the sum of $1,000,000 .

For further details, refer to the Company's news release dated May 4, 2023 .

________________________________________

EDM RESOURCES INC. ("EDM")
  BULLETIN TYPE:  Private Placement-Non-Brokered
  BULLETIN DATE: May 16, 2023
  TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on March 1, 2023 , and increased on April 20, 2023 and May 2, 2023 :

Number of Shares:

3,772,200 Non-Flow-Through (NFT) shares


250,000 Flow-Through (FT) shares



Purchase Price:

$0.50 per NFT share


$0.60 per FT share



Warrants:

3,897,200 share purchase warrants to purchase 3,897,200 shares



Warrant Exercise Price:

$0.75 for a three-year period



Number of Placees:

52 placees

Insider / Pro Group Participation:



Placees

# of Placee (s)

Aggregate # of Shares




Aggregate Existing Insider Involvement:

4

650,000 NFT shares

Aggregate Pro Group Involvement:

4

180,000 NFT shares


Aggregate Cash
Amount

Aggregate #

of Shares

Aggregate #

of Warrants

Finder's Fee:

$95,277

N/A

144,774

Finder's Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $0 .75 for a period of 3 years from the date of issuance.

The Company issued news release on May 2, 2023 , and May 10 , 2023, confirming closing of the private placement. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.

________________________________________

EGR EXPLORATION LTD. ("EGR")
  BULLETIN TYPE:  Private Placement-Non-Brokered
  BULLETIN DATE: May 16, 2023
  TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on April 4, 2023 :

Number of Shares:

1,428,572 Flow-Through (FT) shares


6,818,182 Non-Flow-Through (NFT) shares



Purchase Price:

$0.14 per FT share


$0.11 per NFT share



Warrants:

4,123,376 share purchase warrants to purchase 4,123,376 NFT shares



Warrant Exercise Price:

$0.22 for a three-year period



Number of Placees:

30 placees

Insider / Pro Group Participation:

Placees

# of Placee (s)

Aggregate # of Shares




Aggregate Existing Insider Involvement:

4

883,001 NFT shares and

141,572 FT shares

Aggregate Pro Group Involvement:

2

365,000 NFT shares


Aggregate Cash
Amount

Aggregate #

of Shares

Aggregate #

of Warrants

Finder's Fee:

$14,649

N/A

129,900

Finder's Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $0 .11 for period of 1 year from the date of issuance.

The Company issued a news release on May 15, 2023 , confirming closing of the private placement. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.

________________________________________

ELECTRIC METALS ( USA ) LIMITED   ("EML   ")
  BULLETIN TYPE:  Halt
  BULLETIN DATE:   May 16, 2023
  TSX Venture Tier 2   Company

Effective at 5:38  a.m. PST, May 16, 2023 , trading in the shares of the Company was halted, pending news; this regulatory halt is imposed by Investment Industry Regulatory Organization of Canada , the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.

________________________________________

ELECTRIC METALS ( USA ) LIMITED   ("EML   ")
  BULLETIN TYPE:  Resume Trading
  BULLETIN DATE: May 16, 2023
  TSX Venture Tier   2 Company

Effective at  7:45 a.m. PST, May 16, 2023 , shares of the Company resumed trading, an announcement having been made.

________________________________________

PALLADIUM ONE MINING INC.   ("PDM   ")
  BULLETIN TYPE:  Plan of Arrangement
  BULLETIN DATE:   May 16, 2023
  TSX Venture Tier 2   Company

TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation in connection with a plan of arrangement between Palladium One Mining Inc. ("Palladium One" or the "Company") and MetalCorp Ltd. ("MetalCorp"), pursuant to the terms of an arrangement agreement dated March 3, 2023 , and a court-approved plan of arrangement under the provisions of the Business Corporations Act ( Ontario ).

The Plan of Arrangement has been completed on May 2, 2023 , and has resulted in holders of MetalCorp common shares ("MetalCorp Shares") receiving, for each MetalCorp Share held at the closing of the Arrangement, 0.3 shares of Palladium One ("Palladium One Shares"). The Arrangement has resulted in 38,679,050 Palladium One Shares being issued.

For further information, see the Company's news releases dated March 6, 2023 and May 5, 2023 available on its profile on SEDAR. The full particulars of the Arrangement are set forth in MetalCorp's Information Circular dated March 22, 2023 , which is available under MetalCorp's profile on SEDAR.

________________________________________

PALLADIUM ONE MINING INC.   ("PDM   ")
  BULLETIN TYPE:  Private Placement-Non-Brokered
  BULLETIN DATE: May 16, 2023
  TSX Venture Tier 2   Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on May 15, 2023 :

Number of Shares:

7,439,071 shares



Purchase Price:

$0.11 per share



Number of Placees:

1 placee

Insider / Pro Group Participation:






Placees

# of Placee (s)

Aggregate # of Shares




Aggregate Existing Insider Involvement:

N/A

N/A

Aggregate Pro Group Involvement:

N/A

N/A


Aggregate Cash
Amount

Aggregate #

of Shares

Aggregate #

of Warrants

Finder's Fee:

N/A

N/A

N/A

The Company issued a news release on May 15, 2023 , confirming closing of the private placement.

________________________________________

POND TECHNOLOGIES HOLDINGS INC. ("POND")
  BULLETIN TYPE:  Private Placement-Non-Brokered
  BULLETIN DATE: May 16, 2023
  TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on March 28, 2023 :

Number of Shares:

6,024,999 common shares



Purchase Price:

$0.07 per share



Warrants:

N/A



Warrant Exercise Price:

N/A



Number of Placees:

6 placees

Insider / Pro Group Participation:






Placees

# of Placee (s)

Aggregate # of Shares




Aggregate Existing Insider Involvement:

1

1,785,714

Aggregate Pro Group Involvement:

N/A

N/A


Aggregate Cash
Amount

Aggregate #

of Shares

Aggregate #

of Warrants

Finder's Fee:

N/A

N/A

N/A

Finder's Warrants Terms:           N/A

The Company issued a news release on March 28, 2023 and May 12, 2023 confirming closing of the private placement.

________________________________________

PPX MINING CORP. ("PPX")
  BULLETIN TYPE:  Miscellaneous
  BULLETIN DATE: May 16, 2023
  TSX Venture Tier 2   Company

TSX Venture Exchange has accepted for filing an amended and restated gold and silver purchase agreement (the "Amending Agreement") dated February 19, 2023 between the Company and an arm's length party (the "Arm's Length Party"). Pursuant to the terms of the Amending Agreement, the Company will issue convertible debentures in the principal amount of US$5,399,946 to the Arm's Length Party with respect to outstanding debts owing to the Arm's Length Party. The convertible debenture bears interest at the rate of 5.00% and has a term of 3 years from the date of issuance. The debenture is convertible into a maximum of 134,998,650 shares of the Company at a conversion price of US$0.04 principal amount per share.

For further details, please refer to the Company's news releases dated February 21, 2023 and March 10, 2023 .

________________________________________

STALLION DISCOVERIES CORP.   ("STUD   ")
  BULLETIN TYPE:  Halt
  BULLETIN DATE:   May 16, 2023
  TSX Venture Tier   2 Company

Effective at 7:40  a.m. PST, May 16, 2023 , trading in the shares of the Company was halted, pending news; this regulatory halt is imposed by Investment Industry Regulatory Organization of Canada , the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.

________________________________________

STALLION DISCOVERIES CORP.   ("STUD   ")
  BULLETIN TYPE:  Resume Trading
  BULLETIN DATE: May 16, 2023
  TSX Venture Tier 2   Company

Effective at  10:15 a.m. PST, May 16, 2023 , shares of the Company resumed trading, an announcement having been made.

________________________________________

TRES-OR RESOURCES LTD. ("TRS")
  BULLETIN TYPE:  Private Placement – Non-Brokered
  BULLETIN DATE: May 16, 2023
  TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 17, 2023 :

Number of Shares:

2,000,001 common shares in the capital of the Company ("Shares").



Purchase Price:

$0.05 per Share.



Number of Placees:

1 placee.

Insider / Pro Group Participation:




Insider=      Y /


Name

Pro Group= P

Number of Shares

Aggregate Existing Insider Involvement:

Y

2,000,001

Finder's Fee:                             None.

The Company issued a news release on May 16 , 2023, confirming the closing of the Private Placement.

__________________________________

TUP CAPITAL INC.   ("TUP.P   ")
  BULLETIN TYPE:  Halt
  BULLETIN DATE: May 16, 2023
  TSX Venture Tier 2   Company

Effective at 5:53  a.m. PST, May 16, 2023 , trading in the shares of the Company was halted, pending news; this regulatory halt is imposed by Investment Industry Regulatory Organization of Canada , the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.

________________________________________

VANADIUMCORP RESOURCE INC. ("VRB")
  BULLETIN TYPE:  Private Placement – Non-Brokered
  BULLETIN DATE: May 16, 2023
  TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 24, 2023 , and May 3, 2023 :

Number of Shares:

16,329,400 common share units ("Units"), each Unit consisting of one common share in the capital of the Company ("Share") and one Share purchase warrant ("Warrant").



Purchase Price:

$0.10 per Unit.



Warrants:

16,329,400 Warrants to purchase 16,329,400 Shares.



Warrant Price:

$0.18 for a period of two years from the date of issuance.



Number of Placees:

33 placees



Insider / Pro Group Participation:




Insider=      Y /


Name

ProGroup= P

Number of Units

Aggregate Existing Insider Involvement:



[6 Existing Insiders]

Y

3,879,400

Aggregate Pro Group Involvement:

N/A

N/A


Aggregate Cash
Amount

Aggregate #

of Shares

Aggregate #

of Finder Warrants

Finder's Fee:

$24,000

N/A

244,000


|

Finder's Warrants are exercisable by the holder thereof at an exercise price of
$0.18 per Finder Share for a period of two years from the date of issuance.

The Company issued a news release on May 11 , 2023, confirming the closing of the Private Placement. Note that in certain circumstances the Exchange may later extend the expiry date of the Warrants, if they are less than the maximum permitted term.

__________________________________

XALI GOLD CORP.   ("XGC   ")
  BULLETIN TYPE:  Shares for Services
  BULLETIN DATE: May 16, 2023
  TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 159,529 common shares of the Company ("Shares") at a deemed price of $0.085 . The Share issuance is in consideration of advertising and marketing services provided to the Company from July 16, 2022 , to October 15, 2022 , by an arm's length consultant pursuant to the Advertising Agreement dated October 15, 2021 .

Number of Service Providers:    1

The Company has issued a news release on May 4, 2023 , disclosing that the details of the debt settlement.

________________________________________

SOURCE TSX Venture Exchange

Cision View original content: https://www.newswire.ca/en/releases/archive/May2023/17/c0223.html

News Provided by Canada Newswire via QuoteMedia

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Nexus Gold Provides Update on Public Listing of Nexus Metals

Nexus Gold Provides Update on Public Listing of Nexus Metals

(TheNewswire)

Nexus Gold Corp.

Nexus Gold CORP. (the " Company ") (TSXV:NXS ) ( OTC:NXXGF ) ( FSE:N6E) i s pleased to provide an update on the intended listing of its proposed spinout of Nexus Metals Corp. on the Canadian Securities Exchange (the " CSE ").  Nexus Metals previously applied for listing of its common shares on the CSE following completion of a plan of arrangement involving Nexus Gold Corp.  The Company is continuing to work with CSE staff to advance the application and address remaining requirements to complete the listing

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Nexus Gold and Belgravia Hartford Jointly Announce Revised Debt Settlement Transaction

Nexus Gold and Belgravia Hartford Jointly Announce Revised Debt Settlement Transaction

Nexus Gold CORP. (TSXV: NXS) (OTCQB: NXXGF) (FSE: N6E) (the "Nexus Gold") and BELGRAVIA HARTFORD CAPITAL INC. (CSE: BLGV) ("Belgravia Hartford") (collectively, the "Parties") are pleased to jointly announce that the Parties have entered into a debt settlement agreement (the "Revised Agreement"). Under the Revised Agreement, Nexus Gold will issue a total of 3,600,000 common shares at a deemed price of $0.05 per common share in satisfaction of outstanding indebtedness owing to Belgravia Hartford totalling $180,000. The outstanding indebtedness comprises principal amounts which were previously advanced to Nexus Gold for working capital purposes, along with accrued interest. The common shares issuable pursuant to the Revised Agreement will be subject to restrictions on resale for a period of four months and one day in accordance with applicable securities laws. Completion of the debt settlement remains subject to the approval of the TSX Venture Exchange.

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Nexus Gold Options the Fofora Gold Project, Hounde Greenstone Belt, Burkina Faso

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(TheNewswire)

Nexus Gold Corp.

Vancouver, Canada TheNewswire - June 7, 2023 Nexus Gold Corp. (" Nexus Gold " or the " Company ") (TSXV:NXS ) ( OTC:NXXGF ) ( FSE:N6E) is pleased to announce it has signed an option agreement to acquire a 90% interest in the 6,200-ha (62km²) Fofora Gold Project exploration permit located 450km to the southwest of Ouagadougou, Burkina Faso, West Africa.  The Company can earn up to a 90% interest in the property by making a combination of cash USD $300,000 and 500,000 share payments over 54 months.

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Nexus Gold Closes First Tranche of $1 Million Private Placement and Files Amended and Restated Offering Document

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(TheNewswire)

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Nexus Gold CORP. ("Nexus" or the "Company") (TSXV:NXS ) ( OTC:NXXGF ) ( FSE:N6E) is pleased to announce that it has closed the first tranche of its non-brokered $1 million private placement, as described in its press release of April 14, 2023 (the " Offering ") and has issued 10,000,000 units of the Company (each, a " Unit ") at a price of $0.05 per Unit for aggregate proceeds of $500,000

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

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

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