ELMGF - Element79 Gold Corp Successfully Closes Maverick Springs Option Agreement

(TheNewswire)

Strategic Transaction EmpowersCompany's Growth Trajectory

VANCOUVER, BC / T heNewswire / May 8th, 2024 – Element79 Gold Corp. (CSE: ELEM) (OTC:ELMGF) (FSE: 7YS) ("Element 79" , the "Company ") proudly announces the successful exercise of the Binding OptionAgreement (“The Acquisition Agreement”) with Sun Silver Limited(formerly Green Power Minerals Pty Ltd. “Sun Silver”) for theclosing of the sale of the Maverick Springs Project to Sun Silver.

Highlights

• Since Acquisition in 2021, the Company has worked to advance theproject, including an updated 43-101 compliant inferred resource of3.71Moz i AuEq.

• In seeking funding partners for the development of the MaverickSprings project, management negotiated and subsequently engaged withSun Silver in August 2023 via a Binding Option Agreement.

• As the Company is now focused on advancing the high-grade LuceroProject with near term production potential in Peru, this transactionallows realizing enhanced value for Mavericks Springs from an adjustedCAD $3.337M acquisition and carrying cost to a final sale value of CAD$5.033M an increase in value of $1,696M, or 51% ROI within 28months.

• Sale proceeds will generate a total of CAD $4,400,000 cash and3,500,000 ordinary shares in Sun Silver priced at AUD$0.20 (fairmarket value AUD $700,000.) which are expected to be listed AustralianStock Exchange (“the ASX”) on or around May 15, 2024.

• CAD $2,200,000 of cash sale proceeds will be used to pay out the loanassociated with the Waterton Contingent Value Rights Agreement

• Remaining funds will fuel development of other corporate projects,operations and reduce both capital debt and accounts payable.

The Asset Sale Transaction

The Company entered into the Acquistion Agreement on August 31, 2023,and it was subsequently extended and amended on January 12, 2024, andMarch 18, 2024.  The fulfillment of all requisite conditions resultedin the exercise of the option on May 3, 2024, by Sun Silver pursuantto the Acquisition Agreement.  The transaction and associatedtransfer of all the Maverick Springs assets has been successfullycompleted as of May 7, aftermarket trading hours, ahead of the listingof Sun Silver Limited's ordinary shares of the ASX, expected to occuron May 15, 2024.  See the Company’s press releases dated August 31,2023; October 23, 2023; January 17, 2024, and March 18, 2024, forfurther details on the transaction.

"The successful closing of the transaction highlights Element79's steadfast dedication to executing its strategic roadmap,"said James Tworek, CEO of Element 79 Gold Corp. "This is acritical milestone in the Company’s history: it stands as proof ofour team’s ability to generate value through project execution, andindicates a potential turning point in our ongoing mission to build astronger and more focused company; it reinforces diligent financialmanagement by to clearing up the balance sheet from past endeavours,and it provides non-dilutive capital to support operations and advancestrategic exploration programs on our core properties to generatefurther value for our investors.“

Payment Terms

In accordance with the Acquisition Agreement, Element79 has receivedtotal cumulative cash consideration of C$4,400,000 ($265,872 of whichwas previously paid to the Company by Sun Silver in respect of optionfees under the Acquisition Agreement), in addition to 3,500,000 fullypaid ordinary shares of Sun Silver, solidifying the Company's supportfor Sun Silver and in the ongoing belief in the Maverick Springsproperty, reaffirming its commitment to driving sustainable growth andlong-term value creation for its shareholders.

As required per the terms of the Waterton Contingent Value RightsAgreement, announced March 23, 2023, the Company has directed$2,200,000 of the sale proceeds to paying off and closing the Watertonloan facility including fees.

Having completed the sale of the Maverick Springs project, the Companyis seeking to to intensify its efforts toward continued explorationand optimization of its flagship property, Lucero (Peru), with theintention to foster innovation and sustainable development across itsoperations.

Chachas Community Update

As outlined in the Company’s news release from April 25, 2023, theChachas Community General Meeting did take place and the ChachasCommunity continues to ratify its own Charter prior to completing anyadditional contract approvals for third parties such as Element79 GoldCorp.  Through its local contacts and its contracted communityrelations teammates, the Company has been reaffirmed of the localsupport for its projects and pending agreements for its use of andright of way on the lands.  As the Company waits for the finalapproval, it continues to review strategic regional M&Aopportunities.

About Element79 Gold Corp.

Element79 Gold is a mining company focused on gold and silvercommitted to maximizing shareholder value through responsible miningpractices and sustainable development of its projects.  Element79Gold's focus is on devel oping its past-producing,high-grade gold and silver mine, the Lucero project located inArequipa, Peru, with the intent to restart production in 2024.

The Company also holds a portfolio of 5 propertiesalong the Battle Mountain trend in Nevada, with the Clover and WestWhistler projects believed to have significant potential for near-termresource development. Three properties in the Battle MountainPortfolio are under contract for sale to Valdo Minerals Ltd., with ananticipated closing date in the first half of 2024.

In British Columbia, Element79 Gold has executed aLetter of Intent and funded a drilling program to acquire a privatecompany that holds the option to 100% interest of the SnowbirdHigh-Grade Gold Project, which consists of 10 mineral claims locatedin Central British Columbia, approximately 20km west of Fort St.James.

The Company has an option to acquire a 100% interest in the DaleProperty, 90 unpatented mining claims located approximately 100 kmsouthwest of Timmins, Ontario, and has recently announced that it hastransferred this project to its wholly owned subsidiary, SynergyMetals Corp, and is advancing through the Plan of Arrangement spin-outprocess.

For more information about the Company, please visit www.element79.gold

Contact Information

For corporatematters, please contact:

James C. Tworek, Chief Executive Officer

E-mail: jt@element79gold.com

For investorrelations inquiries, please contact:

Investor RelationsDepartment

Phone: +1.403.850.8050

E-mail: investors@element79.gold

Cautionary Note RegardingForward-Looking 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".

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 disclosure documents,available on www.sedarplus.ca . 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.

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.

i Inferred Resource of 3.71MMoz AuEq (1.37MMoz Au and 175MMozAg) (see 43-101 technical report titled: Amended Technical Report onthe Maverick Springs Project, Nevada, USA, by Allan Armitage, PhD.,P.Geo, and Rohan Millar, B.Sc. P.Geo., dated October 7, 2022,available on SEDAR).

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