Element79 Gold Corp. Announces Sale of 100%
Interest in Elder Creek, North Mill Creek, and Elephant Projects to
1472886 B.C. Ltd.
Vancouver, BC - September 9,
2024 - Element79 Gold Corp. (CSE: ELEM,
OTC:
ELMGF, FSE 7YS, the "Company" or "Element79 Gold") is pleased
to announce that it has entered into a definitive agreement to sell
a 100% interest in the Elder Creek, North Mill Creek, and Elephant
projects, all located in Lander County, Nevada, to 1472886 B.C.
Ltd. ("1472886"), a private British Columbia-based company.
The transaction, which is a
strategic decision by Element79 Gold to streamline its asset
portfolio and focus on its core projects, involves the transfer of
all rights and obligations, including historical data and core
materials in the following properties:
- Elder
Creek Project: Six unpatented claims
- North
Mill Creek Project: Twenty-three unpatented claims
-
Elephant Project: One hundred ninety-seven unpatented claims
As part of the agreement,
Element79 Gold Corp. will receive a non-refundable cash payment of
USD 45,200 and an aggregate of 5,000,000 common shares of NEWCO at
a deemed price of C$0.10 per share, for a total consideration of
C$545,200.
Strategic
Rationale for the Sale
Since acquiring the Nevada
portfolio from Waterton Global Resource Management in 2021, the
Company had stratified projects based on their level of
advancement, historical drilling and exploration results and
overall value for retention, sale or release. Following in
similar asset sale processes undertaken by the sale of assets to
Centra Mining Ltd. and Sun Silver Ltd., the divestment is part of
Element79's broader strategy to streamline its portfolio,
concentrating on its most promising assets while maintaining
exposure to the future upside of the Nevada projects through its
equity stake in NEWCO.
Element79 Gold Corp. CEO and
Director James Tworek commented: "This transaction is another key
step in optimizing our portfolio and concentrating our resources on
our flagship projects. The assets in this portfolio represent
excellent resource exploration potential, and we are confident that
NEWCO, with its strong focus on development, is well-suited to
unlock their value. This deal not only strengthens our balance
sheet but also allows us to retain an interest in the future
success of these projects through the share consideration."
Details of
the Transaction
Under the terms of the
agreement, NEWCO will acquire all books, records, and data
associated with the projects, in addition to the mineral claims.
Element79 Gold Corp. and NEWCO will collaborate to ensure a smooth
transition of ownership. The transaction is subject to customary
closing conditions, including approval from regulatory authorities
and the boards of directors of both companies. The transaction is
expected to close by November 30, 2024.
About
Element79 Gold Corp.
Element79 Gold's focus is on exploring
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 five
properties along the Battle Mountain trend in Nevada, and the
projects are believed to have significant potential for near-term
resource development.
The Company is currently reviewing the
Battle Mountain portfolio for exploration and development or
sale.
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.
About
NEWCO
NEWCO
is a private company based in British Columbia, Canada,
specializing in the acquisition and development of high-potential
mineral properties. The company is committed to advancing its
exploration projects in North America with a focus on unlocking the
value of underexplored assets.
For
more information about the Company, please visit www.element79.gold
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
Cautionary Note
Regarding Forward Looking Statements
Certain information
in this news release constitutes forward-looking statements under
applicable securities laws. Any statements that are contained in
this news release that are not statements of historical fact may be
deemed to be forward-looking statements. Forward-looking statements
are often identified by terms such as "may", "should",
"anticipate", "expect", "potential", "believe", "intend" or the
negative of these terms and similar expressions. Forward-looking
information in this press release are based on certain assumptions
and expected future events.
These statements
involve known and unknown risks, uncertainties and other factors,
which may cause actual results, performance or achievements to
differ materially from those expressed or implied by such
statements.
Readers are
cautioned that the foregoing list is not exhaustive. Readers are
further cautioned not to place undue reliance on forward-looking
statements, as there can be no assurance that the plans, intentions
or expectations upon which they are placed will occur. 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 press release are expressly qualified
by this cautionary statement and reflect the Company's expectations
as of the date hereof and are subject to change thereafter. The
Company undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
estimates or opinions, future events or results or otherwise or to
explain any material difference between subsequent actual events
and such forward- looking information, except as required by
applicable law.
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.