ELMGF - Element79 Gold Corp. Signs Letter of Intent to Acquire Gold Mountain Project in Nevada
(TheNewswire)
Vancouver, BC – TheNewswire - June 17, 2025 – Element79 Gold Corp.(CSE: ELEM | FSE: 7YS0 | OTC: ELMGF) ("Element79 Gold", the"Company") is pleased to announce thatit 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”), astrategically located gold asset in Lander County, Nevada, USA.
About Gold Mountain
The Gold Mountain Project is comprised of 34 unpatentedlode mining claims spanning approximately 284 hectares in thehistorically prolific Battle Mountain mining district of LanderCounty, Nevada. Centered on the Eocene-aged Gold Mountain stock, theproject lies near the past-producing Dewitt Mine and featuresstructurally-controlled oxidized sulfide bodies and porphyry-stylemineralization. Historic exploration has been conducted by operatorsincluding Oro Nevada, Gold Ventures Inc., and Placer Dome, withsignificant past intercepts including 10.67 metres at 0.99 g/t Au. More recent work by the Vendor in 2023 and 2024 included detailedgeologic mapping, collection of 116 rock samples, and submission of aNotice of Intent to the Bureau of Land Management (BLM), which wasapproved for drilling activity.
The Gold Mountain Project presents compelling upsidepotential with both high-grade structurally controlled Au-Ag-Pbmineralization and evidence of porphyry-style mineralization withinand around the Gold Mountain intrusive. The property is accessible viawell-developed infrastructure near the town of Battle Mountain andbenefits from proximity to major mining operations within the region.A suggested first-move exploration plan includes detailed mapping andan RC drill program to delineate targets along historicallymineralized structures and test conceptual porphyry and skarn-typesystems.
There is no historical technical report, although thevendor has completed a significant amount of work towards completing a43-101 compliant Property of Merit report. The Company aims tocomplete this report in 2025, post-acquisition of the Gold Mountainasset.
Transaction Summary
Under the terms of the LOI, Element79 Gold intends toacquire all rights, title, and interest in and to the Gold MountainProject, comprising 34 unpatented mining claims, along with allrelated data, permits, and equipment.
As consideration for the acquisition, Element79 Goldwill issue 100,000,000 common shares to the Vendor at a deemed priceper share equal to the lesser of:
C$0.02, or
The volume-weighted average price (VWAP) of theCompany’s shares over the ten (10) trading days preceding theclosing date, based on the closing price of thelast trading day prior to closing, subject to compliance with thepolicies of, and approval of the Canadian Securities Exchange("CSE").
The Company has confirmed through its due diligencethat this transaction will not create a new Significant Shareholder orControl Person per the definitions found in National Instrument55-104. Hold Periods for the new shareholders created through thistransaction are being negotiated and will be agreed upon in theforthcoming Definitive Agreement as part of the completion of thistransaction.
There are no commissions payable for arranging thistransaction.
Conditions Precedent
The completion of the transaction is subject to thesatisfaction of customary conditions, including but not limitedto:
Completion of satisfactory due diligence by theCompany;
Execution of a definitive asset purchaseagreement;
Receipt of all required regulatory and corporateapprovals; and
Closing is targeted to occur on or around June 30,2025, subject to holidays and standard processing times in Nevada andCanada.
Exclusivity andConfidentiality
The Vendor has agreed to a 180-day exclusivity periodduring which it will not negotiate or solicit offers from thirdparties concerning the Gold Mountain Project. Both parties have alsoagreed 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 focusNevada-focused strategy. Gold Mountain is drill ready and uponclosing, we will work towards a drilling program later this year. Italso consolidates our position within a well-known and highlyprospective region for mineral resource development, with meaningfulupside potential. We look forward to completing our due diligenceand closing expeditiously."
Sale of Non-Core Elder CreekClaims
The Company has entered into asettlement agreement with a third party, NQ Holdings Inc., to fullyand finally resolve a dispute related to overlapping mining claims inLander County, Nevada. As part of the terms, the Company has agreed totransfer and abandon its interest in the EC01 to EC23 unpatentedmining claims, known collectively as the “Elder Creek Claims.” Inconsideration, Element79 received a cash payment of USD $14,000 fromNQ Holdings Inc.
The Elder Creek Claims, located adjacent to the Last 7to Last 39 claims held by NQ Holdings, were deemed to no longer holdstrategic value for the Company. The transaction allows Element79 toresolve the matter amicably without further legal proceedings and tomaintain its focus on higher-priority assets within its Nevadaportfolio and its Lucero project in Peru.
Qualified Person
The technical information in this release has beenreviewed and approved by Kim Kirkland, Fellow of AusIMM #309585, ChiefOperating Officer of Element79 Gold Corp, and a "qualifiedperson" as defined by National Instrument 43-101.
About Element79 Gold Corp.
Element79 Gold Corp. is a mining company focused on theexploration and development of high-grade gold and silver assets. Itsprincipal asset is the past-producing Lucero Project in Arequipa,Peru, where it aims to resume operations through both conventionalmining and tailings reprocessing. In the United States, the Companyholds interests in multiple projects along Nevada's Battle MountainTrend. Additionally, Element79 Gold has completed the transfer ofits Dale Property in Ontario to its wholly owned subsidiary, SynergyMetals Corp., and is progressing through the Plan of Arrangementspin-out process.
For more information about Element79 Gold Corp., pleasevisit: www.element79.gold
For Further Information, PleaseContact :
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 RegardingForward-Looking Statements
This press release containsforward-looking statements within the meaning of applicable securitieslaws. The use of any of the words "anticipate,""plan," "continue," "expect,""estimate," "objective," "may,""will," "project," "should,""predict," "potential" and similar expressions areintended to identify forward-looking statements. In particular, thispress release contains forward-looking statements concerning theCompany’s exploration plans. Although the Company believes that theexpectations and assumptions on which the forward-looking statementsare based are reasonable, undue reliance should not be placed on thesestatements because the Company cannot provide assurance that they willprove correct. Forward-looking statements involve inherent risks anduncertainties, and actual results may differ materially from thoseanticipated. Factors that could cause actual results to differ includeconditions in equity financing markets, and receipt of regulatory andshareholder approvals. These forward-looking statements are made as ofthe date of this press release, and, except as required by law, theCompany disclaims any intent or obligation to update publicly anyforward-looking statements.
Neither the Canadian SecuritiesExchange nor its Regulation Services Provider (as defined in thepolicies of the Canadian Securities Exchange) accepts responsibilityfor the adequacy or accuracy of this release.
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