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As western automakers reel from yet another round of Chinese export restrictions on rare earths, the urgency to create a counterweight to Beijing’s dominance over global mineral supply chains is reaching new heights.

At the center of the conversation is a persistent and disruptive strategy: Chinese state-backed firms flood global markets with critical minerals, push prices below sustainable production levels and wipe out foreign competition.

In response, experts like Gracelin Baskaran, director of the Critical Minerals Security Program at the Center for Strategic and International Studies, are calling for a fundamentally different playbook.

In her view, it’s time for nations to coordinate their market power and engage in collective deterrence.

“If countries continue to operate independently instead of collectively, China will retain its dominant position because no single nation has enough market leverage on its own,” Baskaran argues in her recent commentary.

The scale of disruption is difficult to overstate. In just three years, global prices for core energy transition minerals have collapsed. Between May 2022 and May 2025, prices for cobalt fell nearly 60 percent. Nickel prices plunged 73 percent, while lithium prices cratered by almost 87 percent. In each case, price collapses coincided with waves of supply from China or Chinese-backed operations, forcing western producers to shut down or defer investment.

Baskaran further explains that these price dynamics aren’t accidental.

Chinese companies — which often receive subsidies, low-interest loans or direct state support — can afford to operate at near-zero or even negative profit margins, squeezing out foreign firms that need to show a return on capital.

When it comes to rare earths, with 90 percent of refining under its control, China can suppress prices long enough to bankrupt competition, then raise prices once dominance is assured.

For Baskaran, the closure of Jervois Global’s (ASX:JRV,OTC Pink:JRVMQ) cobalt mine in Idaho and BHP’s (ASX:BHP,NYSE:BHP,LSE:BHP)Nickel West project in Australia illustrate how fragile western efforts are when exposed to this kind of strategic economic pressure.

Securities Disclosure: I, Giann Liguid, hold no direct investment interest in any company mentioned in this article.

Silver47 Exploration Corp. (TSXV: AGA) (OTCQB: AAGAF) (‘Silver47’) and Summa Silver Corp. (TSXV: SSVR) (OTCQX: SSVRF) (‘Summa’) (together, the ‘Companies’) are pleased to announce the closing of the previously announced brokered offering (‘Offering’) of subscription receipts of Summa (the ‘Subscription Receipts’) at a price of $0.25 per Subscription Receipt for aggregate gross proceeds of $6,900,000, including the full exercise of the over-allotment option.

The Offering was led by Research Capital Corporation (‘RCC’), as co-lead agent and sole bookrunner, and together with Haywood Securities Inc., as co-lead agent, on behalf of a syndicate of agents, including Eventus Capital Corp. (collectively, the ‘Agents’).

The Offering is being conducted in connection with Silver47 and Summa entering into an arm’s length definitive arrangement agreement dated May 12, 2025 (the ‘Arrangement Agreement’) for an at-market merger, pursuant to which Silver47 and Summa have agreed to combine their respective companies (the ‘Transaction’) by way of a court-approved plan of arrangement. The combined company (the ‘Combined Company’) is expected to continue under the name ‘Silver47 Exploration Corp.’

Under the terms of the Transaction, Summa shareholders will receive 0.452 common shares of Silver47 (each whole share, a ‘Silver47 Share’) in exchange for each Summa common share (each a ‘Summa Share’) held (the ‘Exchange Ratio’).

Each Subscription Receipt will entitle the holder, without payment of any additional consideration and without further action on the part of the holder, upon the satisfaction of the Escrow Release Conditions (as defined herein) to receive one unit of Summa (a ‘Unit’). Each Unit will consist of one common share of Summa (a ‘Summa Share’) and one-half of one common share purchase warrant (each whole warrant, a ‘Summa Warrant’). Following the completion of the Transaction, each Summa Warrant will entitle the holder to purchase one common share of Silver47 Share (a ‘Warrant Share’) at a post-Exchange Ratio adjustment exercise price of $0.7964 per Warrant Share until the date that is 24 months following the satisfaction or waiver of the Escrow Release Conditions (defined herein).

The net proceeds of the Offering will be used to fund advancement of the Combined Company’s silver project portfolio in the United States, and for working capital and general corporate purposes.

The gross proceeds of the Offering, less the Agents’ expenses, 50% of the cash commission and 50% of an advisory fee payable by Summa to RCC will be deposited and held by Odyssey Trust Company (the ‘Escrow Agent’) in an interest bearing account (the ‘Escrowed Funds’) pursuant to the terms of a subscription receipt agreement entered into on the date hereof among Summa and RCC, and the Escrow Agent. The Escrowed Funds (less 50% of the remaining cash commission, 50% of the remaining advisory fee and any remaining costs and expenses of the Agents) will be released from escrow to the Combined Company, as applicable, upon satisfaction of the following conditions (collectively, the ‘Escrow Release Conditions’) by September 15, 2025 or such other date as may be mutually agreed to in writing between Summa, Silver47, and RCC (the ‘Escrow Release Deadline’), including:

(A) the completion, satisfaction or waiver of all conditions precedent to the Transaction in accordance with the Arrangement Agreement, to the satisfaction of RCC;

(B) the receipt of all required shareholder and regulatory approvals, including, without limitation, the conditional approval of the Exchange for the Transaction;

(C) the securities of the Silver47 or the Combined Company issued in exchange for the securities of Summa not being subject to any statutory or other hold period in Canada;

(D) the representations and warranties of Summa and Silver47 contained in the agency agreement to be entered into in connection with the Offering being true and accurate in all material respects, as if made on and as of the escrow release date; and

(E) Summa, Silver47 and RCC having delivered a joint notice and direction to the Escrow Agent, confirming that the conditions set forth in (A) to (D) above have been met or waived.

If (i) the satisfaction of the Escrow Release Conditions does not occur on or prior by September 15, 2025, or such other date as may be mutually agreed to in writing between Summa, Silver47, and RCC or (ii) Summa has advised RCC and/or the public that it does not intend to proceed with the Transaction (in each case, the earliest of such times being the ‘Termination Time’), then all of the issued and outstanding Subscription Receipts shall be cancelled and the Escrowed Funds shall be used to pay holders of Subscription Receipts an amount equal to the issue price of the Subscription Receipts held by them (plus an amount equal to a pro rata share of any interest or other income earned thereon). If the Escrowed Funds are not sufficient to satisfy the aggregate purchase price paid for the then issued and outstanding Subscription Receipts (plus an amount equal to a pro rata share of the interest earned thereon), it shall be Summa’s sole responsibility and liability to contribute such amounts as are necessary to satisfy any such shortfall.

In connection with the Offering, Summa paid to the Agents a cash commission of 369,150 and issued to the Agents 1,476,000 broker warrants (the ‘Broker Warrants’). In addition, the Agents received an advisory fee of $37,000 plus tax and 148,000 advisory broker warrants on the same terms as the Broker Warrants. Each Broker Warrant entitles the holder to acquire following closing of the Transaction one Silver47 Share at a post-Exchange ratio adjustment exercise price of $0.5531 per Silver47 Share for a period of 24 months following the waiver of the Escrow Release Conditions.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘1933 Act’) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

The Subscription Receipts and the Summa Shares, Summa Warrants and Warrant Shares underlying the Subscription Receipts, will be subject to a statutory four-month hold period in accordance with Canadian securities legislation, or until such securities are exchanged or adjusted pursuant to the Transaction.

Certain insiders of Summa acquired Subscription Receipts pursuant to the Offering and as such the Offering is considered a related party transaction with the meaning of TSX Venture Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (‘MI 61-101’). Neither Summa, nor to the knowledge of Summa after reasonable inquiry, a related party, has knowledge of any material information concerning Summa or its securities that has not been generally disclosed. Summa has relied on exemptions from the formal valuation and minority approval requirements of sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation, based on a determination that the fair market value of the participation in the Offering by insiders will not exceed 25% of the market capitalization of the Summa, as determined in accordance with MI 61-101. Summa did not file a material change report more than 21 days before the expected closing of the Offering because the details of the participation therein by related parties of Summa were not settled until shortly prior to closing of the Offering and the parties wished to close on an expedited basis for business reasons.

Technical Disclosure and Qualified Persons

The scientific and technical information contained in this news release with respect to Silver47 has been reviewed and approved by Alex S. Wallis, P.Geo., is Vice President of Exploration for Silver47, a ‘qualified person’ as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (‘NI 43-101’). The scientific and technical information contained in this news release with respect to Summa has been reviewed and approved by Galen McNamara, P. Geo., Chief Executive Officer of Summa, a ‘qualified person’ as defined by NI 43-101.

About Silver47

Silver47 Exploration Corp. is a Canadian-based exploration company that wholly-owns three silver and critical metals (polymetallic) exploration projects in Canada and the US. These projects include the Red Mountain Project in southcentral Alaska, a silver-gold-zinc-copper-lead-antimony-gallium VMS-SEDEX project. The Red Mountain Project hosts an inferred mineral resource estimate of 15.6 million tonnes at 7% ZnEq or 335.7 g/t AgEq, totaling 168.6 million ounces of silver equivalent, as reported in the NI 43-101 Technical Report dated January 12, 2024. Silver47 also owns the Adams Plateau Project in southern British Columbia, a silver-zinc-copper-gold-lead SEDEX-VMS project, and the Michelle Project in the Yukon Territory, a silver-lead-zinc-gallium-antimony MVT-SEDEX project. For detailed information regarding the resource estimates, assumptions, and technical reports, please refer to the NI 43-101 Technical Report and other filings available on SEDAR at www.sedarplus.ca. The Silver47 Shares are traded on the TSXV under the ticker symbol AGA.

About Summa

Summa Silver Corp. is a junior mineral exploration company. Summa owns a 100% interest in the Hughes Project located in central Nevada and the Mogollon Project located in southwestern New Mexico. The high-grade past-producing Belmont Mine, one of the most prolific silver producers in the United States between 1903 and 1929, is located on the Hughes Project. The Mogollon Project is the largest historic silver producer in New Mexico. Both projects have remained inactive since commercial production ceased and neither have seen modern exploration prior to Summa’s involvement.

Silver47 Contact Information
Gary R. Thompson
Director and CEO
gthompson@silver47.ca
403-870-1166

Silver47 Investor Relations Contact:
Kristina Pillon
info@silver47.ca
Twitter: @Silver47co
LinkedIn: Silver47

Summa Silver Contact Information
Galen McNamara
Chief Executive Officer
info@summasilver.com
www.summasilver.com

Summa Silver Investor Relations Contact:
Giordy Belfiore
Corporate Development and Investor Relations
604-288-8004
giordy@summasilver.com
www.summasilver.com
Follow Summa Silver on X: @summasilver
LinkedIn: https://www.linkedin.com/company/summa-silver-corp/
Website: https://www.summasilver.com

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.

Forward looking and other cautionary statements

Certain information set forth in this news release contains ‘forward‐looking statements’ and ‘forward‐looking information’ within the meaning of applicable Canadian securities legislation and applicable United States securities laws (referred to herein as forward‐looking statements). Except for statements of historical fact, certain information contained herein constitutes forward‐looking statements which includes, but is not limited to, statements with respect to: the potential benefits to be derived from the Transaction, the goals, synergies, strategies, opportunities, profile, mineral resources and potential production, project timelines, prospective shareholding and comparables to other transactions; the closing of the Transaction, including receipt of all necessary court, shareholder and regulatory approvals, and the timing thereof; the future financial or operating performance of the Companies and the Companies’ mineral properties and project portfolios; Silver47’s intended use of the net proceeds from the sale of Subscription Receipts; the ability to satisfy the Escrow Release Conditions; the anticipated benefits and impacts of the Offering; the results from work performed to date; the estimation of mineral resources and reserves; the realization of mineral resource and reserve estimates; the development, operational and economic results of technical reports on mineral properties referenced herein; magnitude or quality of mineral deposits; the anticipated advancement of the Companies’ mineral properties and project portfolios; exploration expenditures, costs and timing of the development of new deposits; underground exploration potential; costs and timing of future exploration; the completion and timing of future development studies; estimates of metallurgical recovery rates; exploration prospects of mineral properties; requirements for additional capital; the future price of metals; government regulation of mining operations; environmental risks; the timing and possible outcome of pending regulatory matters; the realization of the expected economics of mineral properties; future growth potential of mineral properties; and future development plans.

Forward-looking statements are often identified by the use of words such as ‘may’, ‘will’, ‘could’, ‘would’, ‘anticipate’, ‘believe’, ‘expect’, ‘intend’, ‘potential’, ‘estimate’, ‘budget’, ‘scheduled’, ‘plans’, ‘planned’, ‘forecasts’, ‘goals’ and similar expressions. Forward-looking statements are based on a number of factors and assumptions made by management and considered reasonable at the time such information is provided. Assumptions and factors include: the successful completion of the Transaction (including receipt of all regulatory approvals, shareholder and third-party consents), , the integration of the Companies, and realization of benefits therefrom; the Companies’ ability to complete its planned exploration programs; the absence of adverse conditions at mineral properties; no unforeseen operational delays; no material delays in obtaining necessary permits; the price of gold remaining at levels that render mineral properties economic; the Companies’ ability to continue raising necessary capital to finance operations; and the ability to realize on the mineral resource and reserve estimates. Forward‐looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward‐looking statements. These risks and uncertainties include, but are not limited to: risks related to the Transaction, including, but not limited to, the ability to obtain necessary approvals in respect of the Transaction and to consummate the Transaction; integration risks; general business, economic and competitive uncertainties; the actual results of current and future exploration activities; conclusions of economic evaluations; meeting various expected cost estimates; benefits of certain technology usage; changes in project parameters and/or economic assessments as plans continue to be refined; future prices of metals; possible variations of mineral grade or recovery rates; the risk that actual costs may exceed estimated costs; geological, mining and exploration technical problems; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); title to properties and management’s ability to anticipate and manage the foregoing factors and risks. Although the Companies have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in the forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Readers are advised to study and consider risk factors disclosed in Silver47’s management’s discussion and analysis for the three and six months ended January 31, 2025 and 2024, and Summa’s annual information form dated December 20, 2024 for the fiscal year ended August 31, 2024.

There can be no assurance that forward‐looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Companies undertake no obligation to update forward‐looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The forward-looking statements contained herein are presented for the purposes of assisting investors in understanding the Companies’ plans, objectives and goals, including with respect to the Transaction, and may not be appropriate for other purposes. Forward-looking statements are not guarantees of future performance and the reader is cautioned not to place undue reliance on forward‐looking statements. This news release also contains or references certain market, industry and peer group data, which is based upon information from independent industry publications, market research, analyst reports, surveys, continuous disclosure filings and other publicly available sources. Although the Companies believes these sources to be generally reliable, such information is subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other inherent limitations and uncertainties. The Companies have not independently verified any of the data from third party sources referred to in this news release and accordingly, the accuracy and completeness of such data is not guaranteed.

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Source

Click here to connect with Silver47 Exploration Corp. (TSXV: AGA) (OTCQB: AAGAF) to receive an Investor Presentation

Hempalta Corp. (TSXV: HEMP) (‘Hempalta’ or the ‘Company’), a Canadian-based provider of nature-based carbon credit solutions, is pleased to announce an open call for strategic partnerships to support the scale-up of its closed-loop, on-farm carbon removal program — already operating with 13 Alberta farms and over 10,000 acres of regenerative hemp cultivation.

The initiative builds on Hempalta’s existing verified success and aims to expand to 25,000 acres in Alberta, delivering high-durability carbon removal credits through the transformation of agricultural waste into biochar — a nature-based climate solution recognized for its permanence and co-benefits to soil health.

Using a full-circle model, industrial hemp is grown, harvested, converted to biochar on the same farm, and reintroduced into the soil – turning agricultural biomass into a long-term carbon sink while enriching farmland and reducing waste.

Partnership opportunities are open in the following areas:

• Farming & Indigenous Partnerships — Growers interested in adding a minimum of 1,000 acres of hemp to their crop rotation, regenerative agriculture and on-farm biochar systems.
• Technology Innovators — Biochar tech companies offering mobile or modular pyrolysis systems for on-farm biomass conversion. Ideal partners enable field-level biochar deployment, turning agricultural waste into long-term carbon storage. This also supports seamless integration with MRV systems, enabling full traceability, auditability, and credit issuance across distributed farm sites.
• Corporate ESG Leaders — Community-Rooted Climate Partners – Companies looking to support circular, community-driven climate solutions. These partners can co-fund biochar deployment, purchase branded or unbranded carbon credits, or co-invest in regenerative agriculture infrastructure — with measurable social impact, Indigenous engagement, and long-term carbon outcomes tied to Alberta-based projects.

‘We’re already working with over a dozen farms in Alberta and we’ve verified more than 44,000 tonnes of carbon removal,’ said Darren Bondar, CEO of Hempalta. ‘This isn’t theory, it’s the planned evolution and it’s happening. It’s one of the most scalable nature-based carbon models in Canada and will set the precedent for our other global partnerships that are already part of our regenerative agriculture program,’ said Darren Bondar, CEO of Hempalta.

‘By closing the loop on-farm, we reduce waste, regenerate soil, and create high-integrity, carbon credits designed to meet Alberta’s TIER compliance standards — with full traceability and permanence. Our credits are also structured to meet evolving global standards under the Voluntary Carbon Market and Article 6.2 of the Paris Agreement, making them ideal for both Alberta-based emitters and international ESG buyers. We’re now opening the door for more partners to scale it with us.’

As Alberta navigates a wave of incoming data centers and industrial growth, Hempalta believes the province must also scale its carbon infrastructure in parallel. ‘You can’t unlock the next generation of digital infrastructure without climate infrastructure to balance it,’ Bondar added. ‘Our project is that solution — made in Alberta, built on nature, and future-proofed through technology.’

Hempalta’s carbon credits are verified under ISO 14064-2 by Control Union and tracked through its blockchain-enabled registry, Trusted Carbon. The Company is actively securing multi-year offtake partners for a proposed $45M, 5-year carbon credit delivery framework, subject to regulatory review and market demand.

Interested partners can learn more or submit inquiries at:
carboncredits@hempalta.com | www.hempalta.com

About Hempalta Corp.

Hempalta Corp. (TSXV: HEMP) is advancing scalable, nature-based carbon removal through industrial hemp and on-farm biochar deployment. Through its subsidiary Hemp Carbon Standard, the Company provides ISO-certified carbon credits verified via AI, satellite monitoring, and blockchain infrastructure.

Media Contact:
Darren Bondar
CEO, Hempalta Corp.
invest@hempalta.com
www.hempalta.com | www.hempcarbonstandard.org | www.trustedcarbon.org |

TSXV: HEMP

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 press release.

Forward-Looking Information

This news release contains statements and information that, to the extent they are not historical fact, may constitute ‘forward-looking information’ within the meaning of applicable securities legislation. Forward-looking information is typically, but not always, identified by the use of words such as ‘expects,’ ‘plans,’ ‘continues,’ ‘intends,’ ‘anticipates,’ ‘potential,’ ‘aims,’ ‘will,’ and similar words, including negatives thereof, or other similar expressions concerning matters that are not historical facts. Forward-looking information in this news release includes, but is not limited to, statements regarding: the Company’s ability to secure new strategic partnerships; the Company focusing on nature-based carbon credit generation; the Company focusing on scaling carbon credit issuance; the sale of verified carbon credits; the Company seeking to establish multi-year offtake agreements; the Company remaining focused on unlocking long-term value through its pivot to carbon credit markets; the sale of TIER-eligible and voluntary market carbon credits; the long-term permanence of biochar-based removals; the scalability of its nature-based carbon model and the Company building a scalable platform to support nature-based climate solutions. Such forward-looking information is based on various assumptions and factors that may prove to be incorrect, including, but not limited to, factors and assumptions with respect to: continued support from major shareholders and new investors; demand for nature-based carbon removal credits; successful onboarding of additional farmers and indigenous partners; favorable regulatory conditions; availability and deployment of biochar systems at scale; supportive market conditions and regulatory alignment in Alberta and internationally; and Hempalta’s ability to execute its strategic plan and secure necessary financing or credit offtake agreements on reasonable terms. Although the Company believes that the assumptions and factors on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that it will prove to be correct or that any of the events anticipated by such forward-looking information will transpire or occur, or if any of them do so, what benefits the Company will derive therefrom. Actual results may vary from those currently anticipated due to a number of factors and risks, including, but not limited to: economic conditions and capital market volatility; changes in carbon credit market demand or pricing; regulatory changes; operational risks, including the ability to successfully implement the Hemp Carbon Standard program at scale; the Company has limited financial resources and may require additional funds to continue operating; the Company may not generate sufficient revenue to maintain operations; the forecasts and models of the Company could be inaccurate; the risk that the Company may not be able to sell carbon removal credits as anticipated or at all; inability to retain key personnel; delays in technology deployment or verification; economic volatility or disruptions to financing; and weather-related challenges impacting hemp cultivation. The forward-looking information included in this news release is made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking information to reflect new information, subsequent events or otherwise, except as required by applicable law.

Source

Click here to connect with Hempalta Corp. (TSXV: HEMP) to receive an Investor Presentation

Element79 Gold Corp. (CSE: ELEM | FSE: 7YS0 | OTC: ELMGF) (‘Element79 Gold’, the ‘Company’) is pleased to announce that it has entered into a Letter of Intent (the “LOI”), dated June 9, 2025, with a private party (the “Vendor”) to acquire a 100% interest in the Gold Mountain Project (the “Project”), a strategically located gold asset in Lander County, Nevada, USA.

About Gold Mountain

The Gold Mountain Project is comprised of 34 unpatented lode mining claims spanning approximately 284 hectares in the historically prolific Battle Mountain mining district of Lander County, Nevada. Centered on the Eocene-aged Gold Mountain stock, the project lies near the past-producing Dewitt Mine and features structurally-controlled oxidized sulfide bodies and porphyry-style mineralization. Historic exploration has been conducted by operators including Oro Nevada, Gold Ventures Inc., and Placer Dome, with significant past intercepts including 10.67 metres at 0.99 g/t Au. More recent work by the Vendor in 2023 and 2024 included detailed geologic mapping, collection of 116 rock samples, and submission of a Notice of Intent to the Bureau of Land Management (BLM), which was approved for drilling activity.

The Gold Mountain Project presents compelling upside potential with both high-grade structurally controlled Au-Ag-Pb mineralization and evidence of porphyry-style mineralization within and around the Gold Mountain intrusive. The property is accessible via well-developed infrastructure near the town of Battle Mountain and benefits from proximity to major mining operations within the region. A suggested first-move exploration plan includes detailed mapping and an RC drill program to delineate targets along historically mineralized structures and test conceptual porphyry and skarn-type systems.

There is no historical technical report, although the vendor has completed a significant amount of work towards completing a 43-101 compliant Property of Merit report. The Company aims to complete this report in 2025, post-acquisition of the Gold Mountain asset.

Transaction Summary

Under the terms of the LOI, Element79 Gold intends to acquire all rights, title, and interest in and to the Gold Mountain Project, comprising 34 unpatented mining claims, along with all related data, permits, and equipment.

As consideration for the acquisition, Element79 Gold will issue 100,000,000 common shares to the Vendor at a deemed price per share equal to the lesser of:

• C$0.02, or
• The volume-weighted average price (VWAP) of the Company’s shares over the ten (10) trading days preceding the closing date, based on the closing price of the last trading day prior to closing, subject to compliance with the policies of, and approval of the Canadian Securities Exchange (‘CSE’).

The Company has confirmed through its due diligence that this transaction will not create a new Significant Shareholder or Control Person per the definitions found in National Instrument 55-104. Hold Periods for the new shareholders created through this transaction are being negotiated and will be agreed upon in the forthcoming Definitive Agreement as part of the completion of this transaction.

There are no commissions payable for arranging this transaction.

Conditions Precedent

The completion of the transaction is subject to the satisfaction of customary conditions, including but not limited to:

• Completion of satisfactory due diligence by the Company;
• Execution of a definitive asset purchase agreement;
• Receipt of all required regulatory and corporate approvals; and
• Closing is targeted to occur on or around June 30, 2025, subject to holidays and standard processing times in Nevada and Canada.

Exclusivity and Confidentiality

The Vendor has agreed to a 180-day exclusivity period during which it will not negotiate or solicit offers from third parties concerning the Gold Mountain Project. Both parties have also agreed to maintain confidentiality regarding the proposed transaction, subject to legal disclosure requirements.

Strategic Rationale

James C. Tworek, CEO and Director of Element79 Gold, commented:
‘We are excited to announce this acquisition, which drives our corporate pivot back to a primary focus Nevada-focused strategy. Gold Mountain is drill ready and upon closing, we will work towards a drilling program later this year. It also consolidates our position within a well-known and highly prospective region for mineral resource development, with meaningful upside potential. We look forward to completing our due diligence and closing expeditiously.’

Sale of Non-Core Elder Creek Claims

The Company has entered into a settlement agreement with a third party, NQ Holdings Inc., to fully and finally resolve a dispute related to overlapping mining claims in Lander County, Nevada. As part of the terms, the Company has agreed to transfer and abandon its interest in the EC01 to EC23 unpatented mining claims, known collectively as the “Elder Creek Claims.” In consideration, Element79 received a cash payment of USD $14,000 from NQ Holdings Inc.

The Elder Creek Claims, located adjacent to the Last 7 to Last 39 claims held by NQ Holdings, were deemed to no longer hold strategic value for the Company. The transaction allows Element79 to resolve the matter amicably without further legal proceedings and to maintain its focus on higher-priority assets within its Nevada portfolio and its Lucero project in Peru.

Qualified Person

The technical information in this release has been reviewed and approved by Kim Kirkland, Fellow of AusIMM #309585, Chief Operating Officer of Element79 Gold Corp, and a ‘qualified person’ as defined by National Instrument 43-101.

About Element79 Gold Corp.

Element79 Gold Corp. is a mining company focused on the exploration and development of high-grade gold and silver assets. Its principal asset is the past-producing Lucero Project in Arequipa, Peru, where it aims to resume operations through both conventional mining and tailings reprocessing. In the United States, the Company holds interests in multiple projects along Nevada’s Battle Mountain Trend. Additionally, Element79 Gold has completed the transfer of its Dale Property in Ontario to its wholly owned subsidiary, Synergy Metals Corp., and is progressing through the Plan of Arrangement spin-out process.

For more information about Element79 Gold Corp., please visit: www.element79.gold

For Further Information, Please Contact :

James C. Tworek
Chief Executive Officer
E-mail: jt@element79.gold

Investor Relations Department
Phone: +1.403.850.8050
E-mail: investors@element79.gold

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable securities laws. The use of any of the words ‘anticipate,’ ‘plan,’ ‘continue,’ ‘expect,’ ‘estimate,’ ‘objective,’ ‘may,’ ‘will,’ ‘project,’ ‘should,’ ‘predict,’ ‘potential’ and similar expressions are intended to identify forward-looking statements. In particular, this press release contains forward-looking statements concerning the Company’s exploration plans. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on these statements because the Company cannot provide assurance that they will prove correct. Forward-looking statements involve inherent risks and uncertainties, and actual results may differ materially from those anticipated. Factors that could cause actual results to differ include conditions in equity financing markets, and receipt of regulatory and shareholder approvals. These forward-looking statements are made as of the date of this press release, and, except as required by law, the Company disclaims any intent or obligation to update publicly any forward-looking statements.

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

Source

Click here to connect with Element79 Gold Corp. (CSE: ELEM | FSE: 7YS0 | OTC: ELMGF) to receive an Investor Presentation