ELEM:CC - Element79 Gold Corp Files for OTCQB Uplisting Provides Financial Update

(TheNewswire)

VANCOUVER, BC / TheNewswire / June 11, 2024 – Element79 Gold Corp.(CSE: ELEM) (OTC: ELMGF) (FSE: 7YS) ("Element79", the"Company ”) Announces that it has filed for anuplisting of its US cross-listing from the OTC Pink to theOTCQB. Further, the Company has completedsignificant cash payouts to creditors and debt holders, as well as hasentered into a debt settlement agreement (the “SettlementAgreement”) to fully settle outstanding debts owed to creditors (the“Creditors”) as well as for Director Services and corporateConsulting services rendered.

Highlights:

• The Company has filed for an uplisting of its currentOTC Pink cross-listed stock (OTC: ELMGF) to the OTCQB.

• Aggressive reduction of Debt and AP, dramaticallyimproving the balance sheet for stronger financial health and helpingset the stage for future financings

• New Shares for Debt totaling $568,710.61 to clearquarterly Board Fees, payments to Officers and Management forbackdated salary, and some creditors, priced at 0.23, aligning theseparties along with investors from the Company’s most recent capitalraise.

OTCQB Uplisting

In a move to align itself with the increasing interestfrom the investment community in the United States, Element79 GoldCorp is pleased to announce that it has applied to upgrade itsposition in the public markets and increase its visibility to a widerrange of investors by up-listing its common shares listed for thetrading from the current OTC Verified Pink listing to the OTCQBVenture Market (OTCQB).

The OTCQB is the premiere marketplace forentrepreneurial and development stage US and international companiesthat are committed to providing a high-quality trading and informationexperience for their US investors. To be eligible to trade on theOTCQB, companies must be current in their financial reporting, pass aminimum bid price test, and undergo a company verification andmanagement certification process every six months.

T he listing of the Company’scommon shares on the OTCQB remains subject to the approval of theOTCQB.  Future announcements will be made regarding the status of theOTCQB application.

Significant Reduction of Debt

As previously reported, in conjunction with the saleproceeds of Maverick Springs, the Company confirms the complete andfinal paydown of the Waterton Contingent Value Rights agreement; atotal of CAD $2,200,000 was paid in this regard, counting allprincipal, interest and fees.

Further capital derived from the sale of MaverickSprings has been used to pay down and close out additional loans andlarge accounts payable; final amounts will be confirmed in theCompany’s upcoming 3rd Quarter financial statements, which arecurrently on track to be completed on or before their due date.

Shares for Debt

Pursuant to settlement agreements, the Company hasagreed to issue an aggregate of 1,244,396 common shares (“Shares”)at a deemed price of $0.23 per Share (the “ShareSettlement”).

The Company anticipates closing the Share Settlement onor about June 14, 2024. The Share Settlement will settle $235,210.61in debts owed to the creditors, which is a full settlement for thetotal amount of bona fide debts owed to the creditor.

The board of directors of the Company has determinedthat it is in the best interests of the Company to settle theoutstanding debts by the issuance of the Shares to preserve theCompany's cash for working capital.

The Company further announces the issuance of 1,244,396Shares at a deemed value of $0.23 per Share to two insiders pursuanttheir respective consulting agreements in which there was a triggerevent (the “trigger shares”) due to an  issuance of shares to acontrol person as previously announced on November 17, 2023, andapproved by shareholders at a special meeting held December 19,2023.

The insider portion of the Share Settlement includingthe trigger shares, is an aggregate of $333,500 and is exempt from thevaluation and minority shareholder approval requirements ofMultilateral Instrument 61-101 (" MI 61-101 ") byvirtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) ofMI 61-101 in that the fair market value of the consideration for thesecurities of the Company to be issued to insiders does not exceed 25%of its market capitalization. All Shares issued to settle the debt aresubject to a hold period of four months and one day from the date ofissuance.

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 2024.

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 in thefirst half of 2024.

The Companyholds an 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.

For moreinformation about the Company, please visit www.element79.gold

Contact Information

For corporatematters, please contact:

James C. Tworek, Chief Executive Officer

E-mail: jt@element79.gold

For investorrelations inquiries, please contact:

Investor RelationsDepartment

Phone: +1.403.850.8050

E-mail: investors@element79.gold

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 consideringmanagement's experience and perception of historical trends, currentconditions and expected future developments. Forward-lookingstatements include, but are not limited to, statements with respectto: the Company's business strategy; future planning processes;exploration activities; the timing and result of explorationactivities; capital projects and exploration activities and thepossible results thereof; acquisition opportunities; and 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 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".

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.

Copyright (c) 2024 TheNewswire - All rights reserved.