ELMGF - Element79 Gold Confirms Debt Settlement & Promissory Note
(TheNewswire)
Vancouver, BC – TheNewswire- September 19, 2022 – Element79 Gold Corp. ( CSE:ELEM ) ( OTC:ELMGF )(FSE:7YS) (" Element79Gold ", the " Company ") has entered into a debtsettlement agreements (the “ Debt Settlement Agreements ”) with certaincreditors (the “ Creditors ”) to settlean aggregate indebtedness of $951,166.69 the Creditors accept1,654,552 Common Shares in the capital of Element79 Gold, subject to afour-month plus one day hold period. The effective date of the DebtSettlement Agreement was initiated on September 15, 2022.
Clarification of PreviousCrescita CapitalDrawdowns
On August 9, 2022, Element79 Gold entered into a letteragreement (the " LetterAgreement ") confirming the agreementbetween Crescita and the Company with respect to the status of certainfunds advanced pursuant to an investment and advisory agreement datedSeptember 14, 2020 between the Investor and the Company (the" Investment and AdvisoryAgreement "), as amended on May 2, 2022(" Amendment to Investmentand Advisory Agreement ", and together withthe Investment and Advisory Agreement, the " Amended Agreement "). Pursuant to the Amended Agreement, of the fundsadvanced to the Company during 2021, $2,500,000 have not, to date,resulted in a drawdown of common shares of the Company(" CommonShares ") under the Amended Agreement (the" Outstanding 2021Funds ").
The Investor and the Company have agreed that theOutstanding 2021 Funds will be treated as a reduction of thecommitment under the Amended Agreement but that no Common Shares willbe issued in respect of the Outstanding 2021 Funds and instead suchfunds shall be deemed to have been loaned to the Company on terms andconditions as set out in the form of the Promissory Note. In addition,to the Outstanding 2021 Funds, Crescita has advanced $950,000 to theCompany under the original Investment and Advisory Agreement during2022, prior to the Amendment to Investment and Advisory Agreement, andCommon Shares will be issued in respect of these advanced funds. SinceMay 2 nd , 2022, Crescita has advanced an additional $720,000 underthe Amended Agreement but no issuances of Common Shares have yet beenmade in respect of such advances. The total remaining commitment fromCrescita to Element79 Gold amount under the Amended Agreement is$4,830,000.
Details of the Convertible PromissoryNote
On July 18, 2022, the Company entered into a loanagreement (the " Loan Agreement " ) with Crescita for the principal sum of$2,500,000 (the " Principal Amount ") via the sale of thePromissory Note. Element79 Gold shall pay interest on the PrincipalAmount at the rate of 6% per annum, accruing daily and payable incash, or in shares at the maximum discounted price permitted by theCanadian Securities Exchange (the "Conversion Price"), onthe date that is two years from the issue date of the Promissory Note(the "Maturity Date"). At any time after the issue date ofthe Promissory Note, but prior to the Maturity Date, the PrincipalAmount and any accrued and unpaid interest may be converted intoshares, calculated at the Conversion Price. If any portion of thePrincipal Amount or any accrued interest remains outstanding fourteendays after the Maturity Date, then Element79 Gold will be required toconvert all outstanding amounts into common shares, the total value ofwhich, at the Conversion Price, shall equal the Principal Amount andall accrued and unpaid interest.
"Crescita has been a long-standing workingpartner, offering strong support for the Element79 Gold story sinceits inception, and has made tremendous contributions to the growth ofthe Company via their capital raising capabilities," stated Mr.Tworek. "Their dedication has assisted Element79 Gold inconfidently moving forward with the objective of achieving cash flowgeneration and self-sufficiency".
All $ amounts herein are in Canadian dollars unlessotherwise noted.
About Element79 Gold
Element79 Gold is a mineral exploration company focusedon the acquisition, exploration and development of mining propertiesfor gold and associated metals. Element79 Gold has acquired itsflagship Maverick Springs Project located in the famous gold miningdistrict of northeastern Nevada, USA, between the Elko and White PineCounties, where it has recently completed a 43-101-compliant,pit-constrained mineral resource estimate reflecting an Inferredresource of 3.71 million ounces of gold equivalent* “AuEq” at agrade of 0.92 g/t AuEq (0.34 g/t Au and 43.4 g/t Ag)) with aneffective date of Feb. 4, 2022 (see news release January 31st, 2022,available on SEDAR). The acquisition of the Maverick Springs Projectalso included a portfolio of 15 properties along the Battle Mountaintrend in Nevada, which the Company is analyzing for further merit ofexploration, along with the potential for sale or spin-out. In BritishColumbia, Element79 Gold has executed a Letter of Intent to acquire aprivate company which holds the option to 100% interest of theSnowbird High-Grade Gold Project, which consists of 10 mineral claimslocated in Central British Columbia, approximately 20km west of FortSt. James. In Peru, Element79 Gold holds 100% interest in the pastproducing Lucero Mine, one of the highest-grade underground mines tobe commercially mined in Peru's history, as well as the past producingMachacala Mine. The Company also has an option to acquire 100%interest in the Dale Property which consists of 90 unpatented miningclaims located approximately 100 km southwest of Timmins, Ontario,Canada in the Timmins Mining Division, Dale Township. For moreinformation about the Company, please visit www.element79.gold or www.element79gold.com .
For corporate matters, pleasecontact:
James C. Tworek, Chief Executive Officer
Email: jt@element79gold.com
For investor relations inquiries,please contact:
Investor Relations Department
Phone: +1 (604) 200-3608
Email: investors@element79gold.com
Cautionary Note Regarding ForwardLooking Statements
This press contains "forward?lookinginformation" and "forward-looking statements" underapplicable securities laws (collectively, "forward?lookingstatements"). These statements relate to future events or theCompany's future performance, business prospects or opportunities thatare based on forecasts of future results, estimates of amounts not yetdeterminable and assumptions of management made in light ofmanagement's experience and perception of historical trends, currentconditions and expected future developments. Forward-lookingstatements include, but are not limited to, statements with respectto: the terms of the Offering price and the closing and perceivedbenefits thereof; the use of proceeds from the Offering; theCompany’s plans for its portfolio of mining projects and properties;the Company’s business strategy; repayment and pricing thereof ofloan proceeds; the effect on the dilution of the Company upon anyrepayment or future drawdown of the Amended Agreement; future planningprocesses; exploration activities; the timing and result ofexploration activities; capital projects and exploration activitiesand the possible results thereof; any potential future cash flow andthe timing thereof; acquisition opportunities; the impact ofacquisitions, if any, on the Company. Assumptions may prove to beincorrect and actual results may differ materially from thoseanticipated. Consequently, forward-looking statements cannot beguaranteed. As such, investors are cautioned not to place unduereliance upon forward-looking statements as there can be no assurancethat the plans, assumptions or expectations upon which they are placedwill occur. All statements other than statements of historical factmay be forward?looking statements. Any statements that express orinvolve discussions with respect to predictions, expectations,beliefs, plans, projections, objectives or future events or performance (often, but not always, using wordsor phrases such as "seek", "anticipate","plan", "continue", "estimate","expect", "may", "will","project", "predict", "forecast","potential", "target", "intend","could", "might", "should","believe" and similar expressions) are not statements ofhistorical fact and may be "forward?lookingstatements".
Actual results may vary from forward-lookingstatements. Forward-looking statements are subject to known andunknown risks, uncertainties and other factors that may cause actualresults to materially differ from those expressed or implied by suchforward-looking statements, including but not limited to: the durationand effects of the coronavirus and COVID-19; risks related to theintegration of acquisitions; actual results of exploration activities;conclusions of economic evaluations; changes in project parameters asplans continue to be refined; commodity prices; variations in orereserves, grade or recovery rates; actual performance of plant,equipment or processes relative to specifications and expectations;accidents; labour relations; relations with local communities; changesin national or local governments; changes in applicable legislation orapplication thereof; delays in obtaining approvals or financing or inthe completion of development or construction activities; exchangerate fluctuations; requirements for additional capital; governmentregulation; environmental risks; reclamation expenses; outcomes ofpending litigation; limitations on insurance coverage as well as thosefactors discussed in the Company’s other public disclosuredocuments, available on www.sedar.com . Although the Company has attempted to identify importantfactors that could cause actual results to differ materially fromthose contained in forward-looking statements, there may be otherfactors that cause results not to be as anticipated, estimated orintended. The Company believes that the expectations reflected inthese forward?looking statements are reasonable, but no assurancecan be given that these expectations will prove to be correct and suchforward?looking statements included herein should not be undulyrelied upon. These statements speak only as of the date hereof. TheCompany does not intend, and does not assume any obligation, to updatethese forward-looking statements, except as required by applicablelaws.
Source: Element79 Gold
Neither the Canadian SecuritiesExchange nor the Market Regulator (as that term is defined in thepolicies of the Canadian Securities Exchange) accepts responsibilityfor the adequacy or accuracy of this release.
This news release does not constitute an offer ofsecurities for sale in the United States. The securities being offeredhave not been, nor will they be, registered under the United StatesSecurities Act of 1933, as amended, and such securities may not beoffered or sold within the United States absent U.S. registration oran applicable exemption from U.S. registration requirements.
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