ELMGF - Element79 Gold Corp Announces Balance Sheet Improvement Plan through Debt Settlement Seeks Shareholder Approval

(TheNewswire)

Vancouver, BritishColumbia – TheNewswire - November 17, 2023 – Element79 Gold Corp (the"Company") (CSE:ELEM) (OTC:ELMGF) (FSE:7YS) a mining companyfocused on the exploration for and production of gold and silver, ispleased to unveil a strategic initiative aimed at bolstering itsfinancial position and enhancing shareholder value.

HIGHLIGHTS

• Element79 GoldCorp announces a strategic balance sheet improvement plan aligningdebt holders and capital investments with its long-termvision.

  • Proposedsettlement of approximately $2.7 million in corporate debt throughshare conversion at $0.10 per share.

  • Crescita Capital (“Crescita”) , a long-timefinancing partner of the Company, confirms it has sold $2 million ofits promissory note to Tellus LLC, a reputable third party, thatexpresses intent to convert the $2 million promissory note intoElement79 Gold Corp shares at the same $0.10 conversionprice.

• Detailedinformation to be provided in an upcoming information circular,pending regulatory approvals. The Company seeks shareholder approvalat its December 19, 2023 Special Shareholder Meeting.

Proposed DebtSettlement:

In charting apath towards growth and revenue generation in 2024, Element79 GoldCorp has put forth a proposal to settle approximately $3.76 million in debtthrough the conversion of debt into shares of the Company, priced at$0.10 per share. This strategic decision signifies both the Company'scommitment to fiscal responsibility but also aligns the interests ofdebt holders with the Company's long-term vision. Detailed informationregarding the debt settlement will be provided in an upcominginformation circular, subject to regulatory approvals.

Third-Party DebtAcquisition:

In addition tothe above initiative, the Company confirms that it has receivednotification from Crescita regarding the sale of $2 million of thepromissory note (announced September 19, 2022) to a reputable thirdparty, Tellus LLC.  In a vote of confidence in Element79 Gold Corp'sbusiness plan and potential, Tellus LLC has expressed its intent toconvert the $2 million promissory note into Element79 Gold Corp sharesat the same conversion price of $0.10.

Shareholder Voteand Special Shareholder Meeting:

As these debtsettlement and conversion initiatives will significantly impact theCompany's issued and outstanding share count, as well as have thepotential to establish a new Significant Shareholder as defined by theMarket Regulator, Element79 Gold Corp will seek approval from itsshareholders. Accordingly, the Company plans to present these criticalmatters for discussion and voting at its Special Shareholder Meetingscheduled for December 19, 2023. This meeting will provide aninvaluable platform for shareholders to participate in thedecision-making process and have their voices heard on these pivotalissues.

James C. Tworek,CEO of Element79 Gold Corp, states: "Our commitment to enhancingshareholder value and the Company’s financial stability isunwavering. The proposed debt settlement and conversion initiativesfeed our strategic vision, and we as a Board and Management team areearnest to clean up the balance sheet and facilitate financing tofurther advance our project development.  We welcome Tellus LLC as astrategic shareholder; after several discussions with theirmanagement, we are confident they share the corporate vision ofbuilding Element79 Gold Corp into a producing mining company in the nearterm, reinforcing our growth trajectory. We encourage all our valuedshareholders to actively engage in the upcoming Special ShareholderMeeting and shape the future of Element79 Gold Corp."

About Element79Gold Corp.

Element79 Goldis a mining company focused on gold and silver committed to maximizingshareholder value through responsible mining practices and sustainabledevelopment of its projects.  Element79 Gold's focus is on developingits past-producing, high-grade gold and silver mine, the Luceroproject located in Arequipa, Peru, with the intent to restartproduction in the near term.

The Company alsoholds a portfolio of 5 properties along the Battle Mountain trend inNevada, with the Clover and West Whistler projects believed to havesignificant potential for near-term resource development. Threeproperties in the Battle Mountain Portfolio are under contract forsale to Valdo Minerals Ltd., with an anticipated closing date aroundthe end of 2023.  The Company has also signed an Option Agreement tosell the Maverick Springs project, an advanced-stage exploratoryproperty with an Inferred Resource of 3.71MMoz AuEq (1.37MMoz Au and175MMoz Ag) and anticipates completing this sale on or before March28, 2024.

In BritishColumbia, Element79 Gold has executed a Letter of Intent and funded adrilling program to acquire a private company that holds the option to100% interest of the Snowbird High-Grade Gold Project, which consistsof 10 mineral claims located in Central British Columbia,approximately 20km west of Fort St. James.

The Company hasan option to acquire a 100% interest in the Dale Property, 90unpatented mining claims located approximately 100 km southwest ofTimmins, Ontario, and has recently announced that it has transferredthis project to its wholly-owned subsidiary, Synergy Metals Corp, andis advancing through the Plan of Arrangement spin-out process throughQ1 2023.

For moreinformation about the company please visit our official website at www.element79gold.com .  The Company’s2023 review and Corporate Update can be reviewed HERE.

ContactInformation

For corporatematters, please contact:

James C. Tworek,Chief Executive Officer and Director

E-mail: jt@element79gold.com

For investorrelations inquiries, please contact:

InvestorRelations Department

Phone:+1.613.879.9387

E-mail: investors@element79.gold

Cautionary NoteRegarding Forward Looking Statements

This pressrelease contains "forward?looking information" and"forward-looking statements" under applicable securitieslaws (collectively, "forward?looking statements"). Thesestatements relate to future events or the Company's futureperformance, business prospects or opportunities that are based onforecasts of future results, estimates of amounts not yet determinableand assumptions of management made in light of management's experienceand perception of historical trends, current conditions and expectedfuture developments. Forward-looking statements include, but are notlimited to, statements with respect to: the Company's businessstrategy; future planning processes; exploration activities; thetiming and result of exploration activities; capital projects andexploration activities and the possible results thereof; acquisitionopportunities; and the impact of acquisitions, if any, on the Company.Assumptions may prove to be incorrect and actual results may differmaterially from those anticipated. Consequently, forward-lookingstatements cannot be guaranteed. As such, investors are cautioned notto place undue reliance upon forward-looking statements as there canbe no assurance that the plans, assumptions or expectations upon which they areplaced will occur. All statements other than statements of historicalfact may be forward?looking statements. Any statements that expressor involve discussions with respect to predictions, expectations,beliefs, plans, projections, objectives or future events orperformance (often, but not always, using words or phrases such as"seek", "anticipate", "plan","continue", "estimate", "expect","may", "will", "project","predict", "forecast", "potential","target", "intend", "could","might", "should", "believe" and similarexpressions) are not statements of historical fact and may be"forward?looking statements".

Actual resultsmay vary from forward-looking statements. Forward-looking statementsare subject to known and unknown risks, uncertainties and otherfactors that may cause actual results to materially differ from thoseexpressed or implied by such forward-looking statements, including butnot limited to: risks related to the integration of acquisitions;actual results of exploration activities; conclusions of economicevaluations; changes in project parameters as plans continue to berefined; commodity prices; variations in ore reserves, grade orrecovery rates; actual performance of plant, equipment or processesrelative to specifications and expectations; accidents; labourrelations; relations with local communities; changes in national orlocal governments; changes in applicable legislation or applicationthereof; delays in obtaining approvals or financing or in thecompletion of development or construction activities; exchange ratefluctuations; 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 disclosure documents,available on www.sedarplus.com . Although the Companyhas attempted to identify important factors that could cause actualresults to differ materially from those contained in forward-lookingstatements, there may be other factors that cause results not to be asanticipated, estimated or intended. The Company believes that theexpectations reflected in these forward?looking statements arereasonable, but no assurance can be given that these expectations willprove to be correct and such forward?looking statements includedherein should not be unduly relied upon. These statements speak onlyas of the date hereof. The Company does not intend, and does notassume any obligation, to update these forward-looking statements,except as required by applicable laws.

Neither theCanadian Securities Exchange nor the Market Regulator (as that term isdefined in the policies of the Canadian Securities Exchange) acceptsresponsibility for the adequacy or accuracy of this release.

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