(TheNewswire)

Vancouver, BC TheNewswire – September 24, 2024 Element79 Gold Corp. (CSE:ELEM)(OTC:ELMGF)(FSE:7YS0) (‘Element79’ or ‘the Company’) s pleased to announce the results form the Annual General and Special Meeting (AGSM) held on September 23, 2024. The company is also announcing the resignation of George Tumur from the Company’s board of directors.

AGM Results

The Company held its AGM on September 23, 2024. A total of 17,353,815 common shares were voted at the AGM, representing 20.38% of outstanding common shares of the Company. Shareholders voted in favour of all items of business before the AGM, including the election of all director nominees, and the appointment of the auditor.

Board of Director Changes

At the AGM, George Tumur did not stand for re-election to the company’s board of directors. At this time Element79 has not replaced Mr. Tumur and will look for a suitable replacement in the future. The company would like to thank Mr. Tumur for his time, contributions and support.

About Element79 Gold Corp.

Element79 Gold is a precious metals mining company with a focus on exploring and developing its past-producing, high-grade gold and silver mine, the Lucero project located in Arequipa, Peru, with the intent to restart production in the near term.

The Company holds a portfolio of four properties along the Battle Mountain trend in Nevada, and the projects are believed to have significant potential for near-term resource development. The Company has retained the Clover project for resource development purposes and signed a binding agreement to sell three projects with a closing date on or before November 30, 2024.

The Company also holds an option to acquire a 100% interest in the Dale Property, 90 unpatented mining claims located approximately 100 km southwest of Timmins, Ontario, and has recently announced that it has transferred this project to its wholly owned subsidiary, Synergy Metals Corp, and is advancing through the Plan of Arrangement spin-out process.

Contact Information:

For corporate matters, please contact:

James C. Tworek, Chief Executive Officer

E-mail: jt@element79.gold

For investor relations inquiries, please contact:

Investor Relations Department

Phone: +1.403.850.8050

E-mail: investors@element79.gold

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

Copyright (c) 2024 TheNewswire – All rights reserved.

Sona Nanotech Inc. (CSE: SONA) (OTCQB: SNANF) (the ‘Company’ or ‘Sona’) is pleased to announce that it has closed its non-brokered private placement that was announced on September 5, 2024 with the issuance of 6,575,000 common shares (each, a ‘Share’) at $0.25 per share (the ‘Financing’) for gross proceeds of $1,643,750. One Insider of Sona subscribed for 400,000 of those common shares for gross proceeds of $100,000. The subscription to the Financing by one insider of the Issuer is a related party transaction for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (‘MI 61-101’). The Issuer is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the fair market value of the insider’s subscription does not exceed 25% of the market capitalization of the Issuer as determined in accordance with MI 61-101. This Financing, together with Sona’s financing that closed on September 5, 2024, totals gross proceeds of $3,143,750.

As previously disclosed, Sona intends to use the net proceeds of the Financing for advancing studies to support regulatory permission for an international, multi-site, first-in-human clinical trial, further research and development of its Targeted Hyperthermia TherapyTM (‘THT’), as well as for general working capital purposes.

Numus Capital Corp. (the ‘Finder’), a registered Exempt Market Dealer, acted as exclusive finder for the Financing. In connection with the private placement, Sona paid the Finder a cash commission of $91,813 and issued 367,250 non-transferable share purchase warrants (the ‘Finder Warrants’). Each Finder Warrant entitles the Finder to acquire one Share at an exercise price of $0.25 until September 23, 2026. The Finder is a related party to Sona, a director of Sona being indirectly a principal shareholder of the Finder, as well such director of Sona also being a director and officer of the Finder.

All securities issued pursuant to the Financing will be subject to a hold period until January 24, 2025.

About Sona Nanotech Inc.

Sona Nanotech, a nanotechnology life sciences company, is developing Targeted Hyperthermia, a photothermal cancer therapy, which uses therapeutic heat to treat solid cancer tumors. The heat is delivered to tumors by infrared light that is absorbed by Sona’s gold nanorods in the tumor and re-emitted as heat. Therapeutic heat (41-48°C) stimulates the immune system, shrinks tumors, inactivates cancer stem cells, and increases tumor perfusion – thus enabling drugs to reach all tumor compartments more effectively. Targeted Hyperthermia promises to be safe, effective, minimally invasive, competitive in cost, and a valuable adjunct to drug therapy and other cancer treatments.

Sona has developed multiple proprietary methods for the manufacture of gold nanoparticles which it uses for the development of both cancer therapies and diagnostic testing platforms. Sona Nanotech’s gold nanorod particles are cetyltrimethylammonium (‘CTAB’) free, eliminating the toxicity risks associated with the use of other gold nanorod technologies in medical applications. It is expected that Sona’s gold nanotechnologies may be adapted for use in applications, as a safe and effective delivery system for multiple medical treatments, subject to the approval of various regulatory boards, including Health Canada and the FDA.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This press release includes certain ‘forward-looking statements’ under applicable Canadian securities legislation, including statements regarding the anticipated applications and potential opportunities of Targeted Hyperthermia Therapy, Sona’s preclinical and clinical study plans, future patent filings, regulatory submissions and approvals, and its product development plans. Forward-looking statements are necessarily based upon a number of assumptions or estimates that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements, including the risk that Sona may not be able to successfully obtain sufficient clinical and other data to submit regulatory submissions, raise sufficient additional capital, secure patents or develop the envisioned therapy, and the risk that THT may not prove to have the benefits currently anticipated. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Sona disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/224376

Prismo Metals Inc. (CSE:PRIZ)(OTCQB:PMOMF)(FSE:7KU) (‘Prismo’ or the ‘Company’) is pleased to announce that drilling at its Palos Verdes project in Mexico has started. Hole PV-24-34 of this collaborative drilling program with Vizsla Silver Corp’s (TSXV:VZLA) (‘Vizsla’) was collared on Vizsla’s property. The planned length of the first hole is 250 meters out of a total expected 1,250 meters in the first phase of the program now underway

Dr. Craig Gibson, Co-Founder and Chief Exploration Officer of the Company explained: ‘The goal of the first phase of drilling is designed to explore the vein system to the west of the fault below the zone of bonanza grade intercepts from the previous campaigns. We expect the first hole to cut both the Palos Verdes vein as well as the higher gold-silver vein about 50 meters downdip from the previous intersections. Assays reported from last year’s drilling include hole PV-23-25 with 102 g/t gold, 3,100 g/t silver and 0.26% zinc over 0.5 meters, or 11,520 g/t silver equivalent – the highest-grade intercept recorded at the project to date (see News Release of July 27, 2023).’

As announced on July 31st, 2024, Prismo’s team mobilized at Palos Verdes in early August and immediately began preparation for the drill program with strategic partner Vizsla. The plan as designed will allow to test targets on the Palos Verdes concession with greater efficiency by utilizing drill pads located on Vizsla’s concessions adjacent to Palos Verdes.

‘Getting to this stage is the result of joint efforts from both the Prismo and Vizsla teams in Mexico,’ said Alain Lambert, CEO of Prismo. ‘The planning and preparation effort included our team and our driller’s team learning Vizsla’s safety, work and environmental protocols before work could begin as the drill pads are located on their ground. Also, the type of drill permit obtained by Vizsla allows for sites to be accessed by man-portable equipment. Furthermore, the rugged nature of the terrain required that the access to the site and the site itself be done by hand, lengthening the team’s preparation time. We have now reached the drilling phase.’

Lambert added: ‘We are very excited to resume drilling the Palos Verdes vein system which has already returned outstanding results. Combined with our fully permitted Hot Breccia copper project in the heart of the Arizona copper belt, Prismo expects a very active second half of 2024 with multiple drill results from these two world class exploration projects.’ For more information about the drill campaign, please watch Prismo’s latest video at: https://www.youtube.com/watch?v=FX116H1a2qA

Figure 1: Location and orientation of the proposed drill holes

Photo 1. Drill pad preparation at Palos Verdes

Photo 2. Drill installed on drill pad at Palos Verdes

‘We are eager to resume tracing the high-grade mineralization we’ve cut previously in the Palos Verdes vein by taking advantage of better hole geometry created by drilling from our Strategic Partner Vizsla Silver’s ground,’ said Dr. Craig Gibson, Co-Founder and Chief Exploration Officer of the Company.

‘Drilling farther from the vein outcrops will let us drill Palos Verdes well below the limited depths we could reach from our claims. We deeply appreciate Vizsla’s willingness to allow the drilling from their ground and the collaboration from their team down in Mexico.’

He commented further on the second hole and expected timing: ‘The second hole is planned to test a further 50 to 70 meters downdip and may be completed from the same site as the first hole or may be drilled from a second site 100 meters farther from the vein. These holes are expected to take three to four weeks to complete.’

Geologic modelling completed after that drilling shows that the Palos Verdes vein system is apparently comprised of at least three discrete structures:

The main Palos Verdes vein with a steep southeast dip located on the west side of the northwest-southeast fault.

A steeply southeast dipping hanging wall vein; and

A relatively flat lying vein that has high gold-silver ratios, similar to those in the western part of the Panuco district where Vizsla Silver has found the Napoleon and Copala resource areas.

Figure 2. Geologic and drill hole map of the Palos Verdes and adjacent concessions showing the surface projection of interpreted mineralized shoots based on surface assays and the location of an interpreted high-level alteration assemblage identified in core. Note NW-SE fault in the center of the claim is believed to have dropped-down the NE extension of the vein system. Drill pads for holes to be collared on Vizsla Silver ground are shown in purple and will test target areas indicated on the surface by the red ellipses. The location of new hole PV-24-34 is also shown.

Figure 3. 3D view of the sub-surface at Palos Verdes looking westerly showing veins in the southwestern Palos Verdes concession and planned holes in light blue and green. For clarity, the veins in the NE and the NW shear are not shown.

Prismo’s 3,000-meter drill program follows three main target recommendations made by the Panuco Joint Technical Committee comprised of Prismo’s Chief Exploration Officer Dr. Craig Gibson, Vizsla Silver’s VP Exploration Dr. Jesus Velador and Advisor Dr. Peter Megaw. The three main goals (See Figs. 2 & 3 below) are:

Trace the down dip extension of the mineralized shoot defined by previous drilling on the southwest portion of the vein.

Seek continuation of the vein on the northeast extension of the vein across a cross-fault believed to have offset the vein downward.

Test the extreme northeasterly extension of the Palos Verdes vein system near the concession limit adjacent to the historical Jesusita mine.

For more information about this news release, please watch Prismo’s latest In The News video at: https://www.youtube.com/watch?v=FX116H1a2qA

Present during the In The News interview were: Alain Lambert CEO, Steve Robertson President, Dr. Craig Gibson Co-Founder and Chief Exploration Officer.

Qualified Person
Dr. Craig Gibson, PhD., CPG., a Qualified Person as defined by NI-43-01 regulations has reviewed and approved the technical disclosures in this news release. Dr. Gibson is also Chief Exploration Officer and a director of the Company.

About Palos Verdes
The Palos Verdes project is located in the historic Panuco-Copala silver-gold district in southern Sinaloa, Mexico, approximately 65 kilometers NE of Mazatlán, Sinaloa, in the Municipality of Concordia. The Palos Verdes concession (claim) covers 700 meters of strike length of the Palos Verdes vein, a member of the north-easterly trending vein family located in the eastern part of the district outside of the area of modern exploration. Shallow drilling (

About Prismo
Prismo (CSE:PRIZ) is mining exploration company focused on two precious metal projects in Mexico (Palos Verdes and Los Pavitos) and a copper project in Arizona (Hot Breccia).

Please follow @PrismoMetals on Twitter, Facebook, LinkedIn, Instagram, and YouTube

Prismo Metals Inc.
1100 – 1111 Melville St., Vancouver, British Columbia V6E 3V6

Contact:
Alain Lambert, Chief Executive Officer

Steve Robertson, President steve.robertson@prismometals.com

Jason Frame, Manager of Communications jason.frame@prismometals.com

Neither the Canadian Securities Exchange accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Information
This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as ‘intends’ or ‘anticipates’, or variations of such words and phrases or statements that certain actions, events or results ‘may’, ‘could’, ‘should’, ‘would’ or ‘occur’. This information and these statements, referred to herein as ‘forward‐looking statements’, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management’s expectations and intentions with respect to, among other things: the timing, costs and results of drilling at Palos Verdes and Hot Breccia. The current drill program is being conducted from a concession not owned by the Company and a change in Vizsla’s business plan in the drilling area could negatively impact Prismo.

These forward‐looking statements involve numerous risks and uncertainties, and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, notably delays in obtaining or failure to obtain appropriate funding to finance the exploration program at Hot Breccia.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that: Vizsla will continue to work with Prismo to allow for drilling at Palos Verdes, the ability to raise capital to fund the drilling campaign at Hot Breccia and the timing of such drilling campaign.

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

SOURCE:Prismo Metals Inc.

View the original press release on accesswire.com

Quetzal Copper Corp. (TSXV: Q) (‘Quetzal’ or the ‘Company’) is pleased to provide an update that it received a permit that allows drilling to commence at the Company’s Princeton Copper Project in British Columbia, Canada. The 11,500-hectare property sits between the Hudbay Minerals and Mitsubishi owned Copper Mountain Mine and the town of Princeton.

CEO Matt Badiali said, ‘Princeton is the project that originally convinced us to create Quetzal Copper. It checks all the boxes for a potential home run project: next to an operating mine, high-grades in historic samples, and drive-up/drive-home targets. Despite being next to a world-class mine, the key targets remain undrilled and present an exciting opportunity for Quetzal shareholders. Historically, the targets were spread over a series of mining claims, worked independently. We are thrilled to have all the claims united now and are moving rapidly to commence drilling a soon as we can.’

Princeton Copper Project

Figure 1: Location of Princeton Project Claims and Targets

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/10393/224344_744f6129a429a89d_001full.jpg

The targets at the Princeton Copper project have only two reported historic drill holes. Quetzal’s technical team compiled historic mapping with new geophysics data and four new targets emerged from that data:

Bud South – standout geology, geochemistry and magnetic anomaly with supporting soil geochemical anomaly and trenching and drilling data.Knob Hill – a strong chargeability anomaly beneath cover, downhill from copper-gold in nearby trenches.Aura and Contact – newly identified geophysical targets under till cover.

Bud South

The drill program will follow up on historic drilling at Bud South. The target has a significant copper in soils footprint over a strong magnetic high, with surface trenches exposing porphyry intrusions and alteration. In 1987 the target was drilled with three holes. The first and second holes were abandoned at shallow depths due to bad ground. The third, DD87-3 on the edge of the magnetic high, returned 10.5 metres of 0.18% copper and 0.34 g/t gold.

Our interpretation, supported by recent 3D inversions of magnetic data, is that DD87-3 did not test the core of the target.

Figure 2: Bud South Target

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/10393/224344_744f6129a429a89d_002full.jpg

Knob Hill

The Knob Hill target is a strong chargeability high anomaly 300 to 600m in diameter under thin cover. It occurs downhill of historic trenching which has exposed chalcopyrite bearing quartz-albite veins. Grab samples from trenches ran 0.6% to 1.2% copper and from 0.55 g/t to 0.99 g/t gold. This target has never been drilled.

Figure 3: Knob Hill Target

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/10393/224344_744f6129a429a89d_003full.jpg

Aura and Contact

The Aura and Contact targets are the least explored. They are defined in newly collected geophysical data. Aura appears as an intense apparent magnetic low surrounded by an apparent magnetic-high halo 1.5km in diameter beneath thin till cover. Where covered by the recent IP survey, the halo is a chargeability high. These may be porphyry intrusions with skarn margins which makes them priority copper-magnetite mineralization targets.

First Nations Acknowledgement

Quetzal recognizes that the Princeton Copper Project is located in the traditional unceded territories of the Smelqmix People. We are committed to respect for the land and for the people who reside there.

Cristinas Project Update

Quetzal also reports completion of the phase one exploration and drilling program at the Cristinas project in Chihuahua, Mexico. Quetzal completed three drillholes and a downhole EM (electromagnetic) survey to follow-up on targets generated by surface mapping, sampling, and fixed loop EM surveys. Each hole evaluated prospective conductors defined by the geophysical surveys. Unfortunately, the limited copper mineralization encountered does not justify further exploration at this time.

QP Statement

Dr. Roy Greig, P.Geo., a Qualified Person as defined under National Instrument 43-101, has reviewed, and approved the technical content in this release.

About Quetzal Copper

Quetzal is engaged in the acquisition, exploration, and development of mineral properties in British Columbia and Mexico. Quetzal currently has a portfolio of three properties located in British Columbia, Canada and one in Mexico. The Company’s principal project, Princeton Copper, is located adjacent to Hudbay’s Copper Mountain mine in southern British Columbia.

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

FORWARD-LOOKING STATEMENTS

The information contained herein contains ‘forward-looking statements’ within the meaning of the United States Private Securities Litigation Reform Act of 1995 and ‘forward-looking information’ within the meaning of applicable Canadian securities legislation. ‘Forward-Looking information’ includes, but is not limited to, statements with respect to the activities, events, or developments that the Company expects or anticipates will or may occur in the future, including, without limitation, planned exploration activities. Generally, but not always, forward-looking information and statements can be identified by the use of words such as ‘plans’, ‘expects’, ‘is expected’, ‘budget’, ‘scheduled’, ‘estimates’, ‘forecasts’, ‘intends’, ‘anticipates’, or ‘believes’ or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results ‘may’, ‘could’, ‘would’, ‘might’ or ‘will be taken’, ‘occur’ or ‘be achieved’ or the negative connotation thereof. Forward-Looking statements in this news release include, among others, statements relating to exploration and development of the Company’s properties.

Such forward-looking information and statements are based on numerous assumptions, including among others, that the results of planned exploration activities are as anticipated, the anticipated cost of planned exploration activities, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms, that third party contractors, equipment and supplies and governmental and other approvals required to conduct the Company’s planned exploration activities will be available on reasonable terms and in a timely manner. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.

Forward-Looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information or statements, including, among others: negative operating cash flow and dependence on third party financing, uncertainty of additional financing, no known mineral reserves or resources, the limited operating history of the Company, aboriginal title and consultation issues, reliance on key management and other personnel, actual results of exploration activities being different than anticipated, changes in exploration programs based upon results, availability of third party contractors, availability of equipment and supplies, failure of equipment to operate as anticipated, accidents, effects of weather and other natural phenomena and other risks associated with the mineral exploration industry, environmental risks, changes in laws and regulations, community relations and delays in obtaining governmental or other approvals.

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/224344

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