Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: SBMIF) (‘Lode Gold ‘ or the ‘Company’) is pleased to announce its wholly-owned subsidiary, (‘1475039 B.C. Ltd.’ or ‘Gold Orogen’) has entered into a non-binding Letter of Intent (LOI) on September 23, 2024 to acquire Great Republic Mining (‘GRM’, ‘Great Republic’ or GRM:CSE), pursuant to which the GRM and the Company’s subsidiary propose to complete a Reverse Take Over (RTO) transaction pursuant to which GRM will acquire all of the issued and outstanding shares of the Company’s subsidiary.

The Company plans to carry out a tax-efficient Spin-out transaction by way of a RTO of the currently CSE-listed GRM. Upon closing, the shareholders of Lode Gold (the target shareholders) will own up to 74.16% of the issued and outstanding shares of the company on a non-diluted basis, Fancamp Exploration Ltd. (‘Fancamp’) will own 19.9%, and existing GRM shareholders will own 5.94%. The resulting entity from the proposed RTO will continue the business as Gold Orogen. After the completion of the Spin-out, Lode Gold shareholders will receive shares in Gold Orogen.

‘We are systematically executing our strategic plan as we had promised. This Spin-out will unlock value for shareholders, creating two pure play companies to attract new investors,’ comments Wendy T. Chan, CEO of Lode Gold.

Bill Fisher, CEO of Great Republic Mining, adds, ‘We are glad to partner with Lode Gold to acquire highly prospective exploration packages in Yukon and New Brunswick. Launching a new company, in this challenging market, that is already funded with $3 million to pursue exploration work – is a great step forward.’

Proposed RTO and Plan of Arrangement

Pursuant to the terms of the Letter of Intent and the upcoming Definitive Agreement, the proposed RTO is expected to be completed by way of a court-approved plan of arrangement pursuant to the laws of British Columbia. The shareholders of Lode Gold and Gold Orogen will own directly the GRM shares exchanged from the transaction.

It is proposed that the Company will complete the Spin Out of Gold Orogen and each outstanding Gold Orogen share will be exchanged for GRM shares. In connection with the proposed RTO: (i) the resulting entity expects to change its name; (ii) the Company will hold a special meeting of shareholders to approve the transaction; (iii) GRM intends to seek the consent resolution approval; and (ii) GRM shares shall be consolidated so that 1,973,684 GRM post-consolidation shares shall be issued and outstanding prior to the closing of the proposed RTO, or about 5.94% of total issued and outstanding shares on the closing.

The Letter of Intent includes exclusivity provisions, pursuant to which the company and GRM have agreed to negotiate and deal exclusively with one another with respect to the proposed RTO.

Conditions of closing the proposed RTO

The terms of the transaction will be set out in a definitive agreement. The completion of the proposed RTO is subject to a number of conditions, which include, but are not limited to:

Receipt of all required shareholder, regulatory and other approvals, authorizations and consents for the proposed RTO as may be required;1,875,000 of founder and seed investors’ GRM shares (pre-consolidation) are escrowed for 12 months following the close of transaction, with the right for equal quarterly releases of the shares; No material adverse change in the business, results of operations, assets, liabilities, financial conditions or affairs of the parties subsequent to the date of the letter agreement;No legal proceedings or regulatory actions against the company or GRM that would reasonably be expected to have a material adverse effect on the company or GRM, in the reasonable opinion of the other party, as applicable;No inquiry, action, suit, proceeding or investigation commenced, announced or threatened by any securities regulatory authority or stock exchange in relation to the company or GRM;There being no prohibition at law against the completion of the proposed RTO; Compliance by the company and GRM with all representations, warranties, covenants, obligations and conditions of such party as set out in the definitive agreement to be negotiated between the parties;GRM having a minimum of $250,000 cash at closing and no liabilities; GRM terminating the Porcher Island property option agreement immediately prior to closing.

Timing

The transaction will be subject to necessary regulatory approvals, including acceptance of the TSX Venture Exchange (‘TSXV’) and Canadian Securities Exchange (the ‘CSE’).

The anticipated timing of Definitive Agreement and submission to the CSE and TSXV will be within the next two weeks. Audited financial statements and updated NI 43-101’s for the listing projects: Golden Culvert/WIN, McIntyre Brook and Riley Brook have been completed.

Gold Orogen plans to raise an additional $1.5 million to add to the Spin Co’s current $3.0 million budget for Fiscal 2025, resulting in a total $4.5 million spend in the first 12 months. This ensures systematic exploration and drilling can be executed in Yukon and New Brunswick. Please reference the Company’s Strategic Alliance in the August 30, 2024 news release.

The anticipated Spin-out will be in Q4 2024 when Spin Co Gold Orogen will be trading as a public entity. Shareholders of Lode Gold will receive shares of Gold Orogen at that time in a tax-efficient manner.

About Lode Gold

Lode Gold (TSX.V: LOD) is an exploration and development company with projects in highly prospective and safe mining jurisdictions in Canada and the United States.

Its Golden Culvert and WIN Projects in Yukon, covering 99.5 km2 across a 27-km strike length, are situated in a district-scale, high-grade-gold-mineralized trend within the southern portion of the Tombstone Gold Belt. Gold deposits and occurrences within the Belt include Fort Knox, Pogo, Brewery Creek and Dublin Gulch, and Snowline Gold. A NI 43-101 technical report entitled ‘Technical Report on the WIN-Golden Culvert Property for Lode Gold’ with an effective date of May 15, 2024, summarizing the work to date on these properties is available on the Company’s profile on SEDAR+ (www.sedarplus.ca) and on the Company’s website (www.lode-gold.com).

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

The Company is also advancing its Fremont Gold development project in the historic Mother Lode Gold Belt of California where 50,000,000 oz of gold has been produced. Fremont, located 500km north of Equinox Gold’s Castle Mountain and Mesquite mines, has a Preliminary Economic Assessment(‘ PEA’) with an after-tax NPV (5%) of USD $217M, a 21% IRR, 11-year LOM, averaging 118,000 Oz per annum at USD $1,750 gold. A sensitivity to the March 31, 2023 PEA at USD $2,000/oz gold gives an after-tax NPV (5%) of USD $370M and a 31% IRR over an 11-year LOM. The project hosts an NI 43-101 resource of 1.16 MOz at 1.90 g/t Au within 19.0 MT Indicated and 2.02 MOz at 2.22 g/t Au within 28.3 MT Inferred. The MRE evaluates only 1.4 km of the 4 km strike length of the Fremont property which features five gold-mineralized zones. Significantly, three step-out holes at depth hit the mineralized structure, typical of orogenic deposits that often occur at depth. Fremont is located on 3,351 acres of 100% owned private land in Mariposa, the original Gold Rush County, and is 1.5 hours from Fresno, California. The property has year-round road access and is close to airports and rail.

Please refer to the Fremont Gold project NI 43-101 PEA technical report dated March 31, 2023, which is available on the Company’s profile on SEDAR+ (www.sedarplus.ca) and on the Company’s website (www.lode-gold.com). The PEA technical report has been reviewed and approved by independent ‘Qualified Persons’ Eugene Puritch, P.Eng., FEC, CET, and Andrew Bradfield, P.Eng. both of P&E, and Travis Manning, P.E. of KCA.

QUALIFIED PERSON STATEMENT

The scientific and technical information contained in this press release has been reviewed and approved by Jonathan Victor Hill, Director, BSc (Hons) (Economic Geology – UCT), FAusIMM, and who is a ‘qualified person’ as defined by NI-43-101.

About Great Republic Mining Corp.

Great Republic is a Canadian exploration company engaged in the business of acquiring and exploring mineral resource properties – founded by a team with extensive geological, mining, and capital markets experience. Great Republic has an option to acquire a 100% interest in the Porcher Property, which is composed of nine contiguous mineral titles covering an area of 3,560.4 hectares in the northwest part of British Columbia, Canada, approximately 40 kilometers southwest of the city of Prince Rupert on Porcher Island.

This news release contains information about adjacent properties on which the Company has no right to explore or mine. Readers are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on the Company’s properties.

Cautionary Statement Regarding Forward-Looking Information

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

This news release includes ‘forward-looking statements’ and ‘forward-looking information’ within the meaning of Canadian securities legislation. All statements included in this news release, other than statements of historical fact, are forward-looking statements including, without limitation, statements with respect to the completion of the transaction and the timing thereof, the expected benefits of the transaction to shareholders of the Company, the structure, terms and conditions of the transaction and the execution of a definitive agreement, the timing of submission to the CSE and TSXV, Gold Orogen raising an additional $1,500,000 and the anticipated use of proceeds. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as ‘anticipate’, ‘believe’, ‘plan’, ‘estimate’, ‘expect’, ‘potential’, ‘target’, ‘budget’ and ‘intend’ and statements that an event or result ‘may’, ‘will’, ‘should’, ‘could’ or ‘might’ occur or be achieved and other similar expressions and includes the negatives thereof.

Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which the Company operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies. These include assumptions regarding, among other things: that the Company and GRM will be able to negotiate the definitive agreement on the terms and within the time frame expected, that the Company and GRM will be able to make submissions to the CSE and TSXV within the time frame expected, that the Company and GRM will be able to obtain shareholder approval for the transaction, that the Company and GRM will be able to obtain necessary third party and regulatory approvals required for the transaction, if completed, that the transaction will provide the expected benefits to the Company and its shareholders.

There can be no assurance that forward-looking statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include adverse market conditions, general economic, market or business risks, unanticipated costs, the failure of the Company and GRM to negotiate the definitive agreement on the terms and conditions and within the timeframe expected, the failure of the Company and GRM to make submissions to the CSE and TSXV within the timeframe expected, the failure of the Company and GRM to obtain shareholder approval for the transaction, the failure of the Company and GRM to obtain all necessary approvals for the transaction, and r other risks detailed from time to time in the filings made by the Company with securities regulators, including those described under the heading ‘Risks and Uncertainties’ in the Company’s most recently filed MD&A. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/224340

The new resource table is included in Appendix 1, all of the details for the re-estimation are in the JORC Table 1 in Appendix 2 and all drill hole details used in the re-estimation are listed in Appendix 3. The Competent Persons’ Statement can be found at the end of this ASX announcement.

Management Commentary

Commenting on the expanded resources at Lake Maitland, Toro’s Executive Chairman, Richard Homsany, said:

“Driven by strengthening uranium market conditions, we are very pleased to provide this significant expansion to the Lake Maitland and Wiluna resource bases, utilising a lower cut-off grade. From a benchmarking perspective, the lower cut-off grade permits better comparison with Toro’s industry peers, many of whom also state uranium resources at a 100ppm U3O8 cut-off.

Toro continues to advance the Wiluna Uranium Project and significantly strengthen further feasibility studies. We continue to assess what is the most financially feasible model of Wiluna adjacent to the regulatory conditions under which we operate. Toro is committed to develop the Wiluna Uranium Project to coincide with a strong uranium market to maximise the value of the Project and demonstrate its optionality for even further growth. The stated resource expansion and ongoing pilot plant work are an important foundation of the feasibility and potential increasing financial returns for the Project.

Toro will continue to provide further updates on development and value creation within its asset portfolio. Toro is strongly funded and well positioned to deliver on its stated milestones.”

The decision to reduce the cut-off grade at Lake Maitland and the other Wiluna deposits is in response to the recent positive uranium market conditions and their effect on the potential economics for Toro’s uranium resources.

This was especially the case at Lake Maitland, where recent re-optimisations of the potential mining pit based on the updated market conditions and potential new operating cost structure had placed pit boundaries with U3O8 cut-off grades at 109ppm U3O8, far lower than the 200ppm U3O8 cut-off grade of the stated resource (refer to ASX announcement of 22 October 2022). However, the reduction in the stated resource cut-off grade also allows for a better comparison of Toro’s total resource base to that of its uranium peers, many of whom also report stated resources at a 100ppm U3O8 cut-off.

The Lake Maitland resource had to be re-estimated within a lower grade U3O8 resource envelope in order to both align with the resource envelope criteria used for the other Wiluna U-V deposits (see below for further details) and to ensure accuracy when moving the stated resource cut-off to 100ppm U3O8, which is the same as the previous envelope cut-off. The new Lake Maitland U3O8 resource envelope cut-off is 70ppm U3O8, which is now similar to the other Wiluna Uranium Project deposits of Centipede-Millipede, which has a resource envelope cut-off of 70ppm U3O8, and Lake Way, which has a resource envelope cut-off of 80ppm U3O8.

Click here for the full ASX Release

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Saga Metals Corp. (the ‘Company’ or ‘Saga’) a North American exploration company focused on critical mineral discovery in Canada, is pleased to announce the successful closing of its initial public offering (the ‘ Offering ‘) consisting of 2,320,750 hard dollar units of the Company (the ‘ HD Units ‘) at a price of $0.40 per HD Unit, 167,166 standard flow-through units of the Company (the ‘ Standard FT Units ‘) at a price of $0.48 per Standard FT Unit and 1,250,000 charity flow-through units of the Company (the ‘ Charity FT Units ‘) at a price of $0.60 per Charity FT Unit for aggregate gross proceeds of $1,758,500, pursuant to the Company’s final prospectus in Manitoba and amended and restated final prospectus for British Columbia, Alberta and Ontario dated August 30, 2024 (collectively, the ‘ Prospectus ‘).

Each HD Unit consists of one common share of the Company and one-half of one transferable common share purchase warrant (each whole such warrant, an ‘ HD Warrant ‘). Each HD Warrant will entitle its holder to purchase one common share in the capital of the Company (each, a ‘ Warrant Share ‘) at a price of $0.60 per Warrant Share at any time prior to 24 months following the closing of the Offering. Each Standard FT Unit consists of a ‘flow-through share’, as defined in subsection 66(15) of the Income Tax Act (Canada) (the ‘ Tax Act ‘), and one-half of one transferable common share purchase warrant (each whole such warrant, a ‘ Standard FT Warrant ‘), which Standard FT Warrant will qualify as a ‘flow-through share’ as defined in subsection 66(15) of the Tax Act. The Standard FT Warrants will have the same terms as the HD Warrants and are exercisable into Warrant Shares. The Warrant Share underlying the Standard FT Warrant will not qualify as ‘flow-through shares’ under the Tax Act. Each Charity FT Unit consists of a ‘flow-through share’ as defined in subsection 66(15) of the Tax Act and one-half of one transferable common share purchase warrant (each whole such warrant, a ‘ Charity FT Warrant ‘), which Charity FT Warrant will qualify as a ‘flow-through share’ as defined in subsection 66(15) of the Tax Act. The Charity FT Warrants will have the same terms as the HD Warrants and Standard FT Warrants and are exercisable into Warrant Shares. The Warrant Share underlying the Charity FT Warrant will not qualify as ‘flow-through shares’ under the Tax Act.

The Company’s common shares are expected to commence trading on the TSX Venture Exchange (the ‘ TSXV ‘) at the market open on September 24, 2024 under the symbol ‘SAGA’.

Research Capital Corporation (the ‘ Agent ‘) acted as sole agent and bookrunner for the Offering, pursuant to the amended and restated agency agreement dated August 30, 2024. In connection with the Offering, the Company paid to the Agent a cash commission in the amount of $87,400 and granted to the Agent non-transferrable warrants entitling the Agent or its subagents, as applicable, to purchase up to a total of 185,783 common shares of the Company at a price of $0.40 for a period of 24 months following the closing of the Offering. In addition to reimbursement of certain expenses, the Agent received a corporate finance fee of $50,000 plus GST.

The net proceeds of the Offering will be used by the Company to complete Phase 1 of the exploration program on the Double Mer Uranium project, to make certain payments relating to the Company’s properties and for general and administrative purposes, as more particularly set out in the Prospectus.

Mike Stier, CEO & Director of Saga Metals Corp. states, ‘today, brings to a close the chapter of our IPO journey, but the saga continues as we embark on our new path as a publicly traded company on the TSX Venture. I hold immense gratitude for every single teammate, investor and supporter as we buckle down and continue to advance our exploration projects.’

The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘ U.S. Securities Act ‘), or any state securities laws, and may not be offered or sold, within the United States, unless exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws are available.

No securities regulatory authority has reviewed or approved of the contents of this news release. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Saga in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Certain insiders of Saga participated in the Offering, acquiring an aggregate of 100,000 HD Units under the Offering. Participation of such insiders in the Offering constitutes a ‘related party transaction’ as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (‘ MI 61-101 ‘) and is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities issued to the insiders nor the consideration paid by the insiders exceeded 25% of Saga’s market capitalization.

Option Issuances

In connection with the closing of the Offering, the Company is pleased to announce the issuance of an aggregate of 500,000 incentive stock options (the ‘ IPO Options ‘) to certain directors and officers of the Company as set out in the Prospectus. Each IPO Option entitles the holder thereof to acquire one common share of the Company at a price of $0.40 per common share for a period of two years from the date of grant.

The Company today also issued a further 225,000 incentive stock options (the ‘ Consultant Options ‘) to consultants of the Company with each Consultant Option entitling the holder thereof to acquire one common share of the Company at a price of $0.40 per common share for a period of one year from the date of grant. The grant of the Consultant Options is subject to approval by the TSXV.

Purchase of Royalty Interest in Radar Titanium-Vanadium Property

The Company is also pleased to announce that it has entered into an agreement dated September 17, 2024 and purchased 0.5% of the net smelter returns royalty (the ‘ Purchased Royalty ‘) in respect of certain mineral claims on its Radar Titanium-Vanadium property (the ‘ Property ‘). A 1.5% net smelter returns royalty was granted to the vendors of the Property pursuant to the title transfer agreements under which the Company acquired the Property.

The Purchased Royalty is in respect of the following mineral claims:

The forgoing claims remain subject to a 1.0% net smelter returns royalty following the Company’s acquisition of the Purchased Royalty. The remaining mineral claims that comprise the Property continue to be subject to a 1.5% net smelter returns royalty.

The Company acquired the Purchased Royalty in consideration for the issuance 25,000 common shares in the capital of Company (the ‘ Consideration Shares ‘) and 150,000 common share purchase warrants (the ‘ Consideration Warrants ‘). Each Consideration Warrant entitles the holder to acquire one common share in the capital of the Company at a price of $0.40 per share for a period of 12 months following the date of issuance. The Consideration Shares and Consideration Warrants are subject to a statutory hold period that expires four months and one day from the date of issuance. The Consideration Shares are also subject to contractual lock-up period of two years, with 25% of the Consideration Shares being released from lock-up every six months following the date of issuance.

Investor Relations Agreement

About   Saga   Metals   Corp.

Saga Metals Corp. is a North American mining company specializing in the exploration and discovery of critical minerals to advance the global green energy transition. The company’s flagship asset is the Double Mer Uranium project, covering 25,600 hectares on the east coast of Labrador, Canada. Uranium radiometrics reveal an 18 km east-west linear trend averaging approximately 500 meters in width, with a confirmed 14 km section containing samples up to 4,281 ppm U3O8 and readings of 21,000 cps on a spectrometer.

Saga Metals’ primary additional asset is the Legacy Lithium Property located in Quebec’s Eeyou Istchee James Bay region. This property is part of a partnership with Rio Tinto and includes the acquisition of the Amirault Lithium project. Together, these projects cover 65,849.20 hectares and share geological continuity with Rio Tinto, Winsome Resources, Azimut Exploration, and Loyal Lithium in the La Grande sub-province.

The company also holds two secondary assets focused on titanium, vanadium, and iron ore discovery in Newfoundland and Labrador, Canada.

For further information, please contact:
Saga Metals Corp.
Investor Relations
Tel: +1 (778) 930-1321
Email: info@sagametals.com www.sagametals.com

The TSX Venture Exchange has not reviewed and does not accept responsibility for the accuracy or adequacy of this release. Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Disclaimer

This news release contains forward-looking statements within the meaning of applicable securities laws that are not historical facts. Forward-looking statements are often identified by terms such as ‘will’, ‘may’, ‘should’, ‘anticipates’, ‘expects’, ‘believes’, and similar expressions or the negative of these words or other comparable terminology. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. In particular, this news release contains forward-looking information pertaining to the expected timing for the commencement of trading of the Company’s common shares on the TSXV and the Company’s plans and objectives in respect of its properties. There can be no assurance that such 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, but are not limited to, changes in the state of equity and debt markets, fluctuations in commodity prices, delays in obtaining required regulatory or governmental approvals, environmental risks, limitations on insurance coverage, risks and uncertainties involved in the mineral exploration and development industry, and the risks detailed in the Company’s Prospectus filed under its profile at www.sedarplus.ca and in the continuous disclosure filings made by the Company with securities regulations from time to time. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements only as expressly required by applicable law.