ELMGF - Element79 Gold Wholly Owned Subsidiary Secures Loan Agreement to Advance Strategic Plan of Arrangement

(TheNewswire)

Vancouver, BC – TheNewswire - October5, 2023 - Element79 Gold Corp(CSE:ELEM ) , ( FSE:7YS ) , ( OTC:ELMGF) (“Element” or theCompany”) is thrilled to announce that itswholly-owned subsidiary, Synergy Metals Corp. (“Synergy”) hassigned a loan agreement (the “Loan”) with 1425957 BC Ltd. (the“Lender”) for CAD $200,000, which represents a significant steptowards the financing of the plan of arrangement spin-out process (the“Plan of Arrangement” or the “Transaction”) and thepreparation for an impending amalgamation between Synergy and theLender.

Synergy will deploy the Loan for various purposes,including startup capital, marketing fees, legal fees, listing fees,updating the Dale property’s NI 43-101 report, and the explorationfor minerals at the Dale property (the “Dale Property”). The Loancontains an interest rate of 14% per annum, calculated on theoutstanding principal balance and payable as per the agreement’sterms (among other customary conditions). Upon successful completionof the transaction, Synergy will issue shares on a 1:1 ratio to theLender. Synergy will provide the Lender with a full corporateguarantee and the Lender will ?hold a security interest inSynergy’s collateral until full repayment of the Loan isachieved.?

“This loan agreement marks a critical development inElement79’s plan to complete the Plan of Arrangement “spin out”of the Company’s Dale Property into Synergy Metals Corp.,” saidJames Tworek, CEO of Element79. “Both companies are committed tothis strategic partnership and look forward to achieving their sharedgoals of developing the Dale Property more completely.”

Plan of Arrangement – Overview andNext Steps

To date, the Company has undertaken the followingactions in furtherance of the transaction:

• Seek out qualified candidates for the Board ofDirectors and Management of the resulting entity

• Implementation of necessary corporate policies andplans

• Symbol reservation with the Canadian SecuritiesExchange (CSE)

• Appointment of transfer agent

• Commencement of drafting of legal documentation toeffect the Plan of Arrangement structure finalization will follow acomplete review and consideration of applicable tax, securities,corporate law and other relevant considerations and will be subject tothe mutual agreement of the parties. It is anticipated that as part ofthe Plan of Arrangement, the Company and Synergy will undertake thefollowing:

• Property transfer of the Dale Property

• Private Placement Financing through the issuance ofcommon shares, units or subscription receipts, as the case maybe

• Eventual distributions of shares of Synergy to Elementshareholders by way of a court-approved plan of arrangement under theterms and conditions of an arrangement agreement

• Shareholder meeting

  • File Notice of Meeting and Record Date

  • Material distribution

  • Meeting

• Listing of resulting entity

  • Initial filing letter

  • CUSIP

  • Conditional Approval

  • Final Application

  • Final Bulletin confirming acceptance

For more information about Element79 Gold Corp and itssubsidiary Synergy Metals Corp., please visit https://www.element79.gold

About Element79 Gold Corp.

Element79 Gold is a mining company focused on gold andsilver committed to maximizing shareholder value through responsiblemining practices and sustainable development of its projects. Element79 Gold's main focus is on developing its previously-producing , high-grade gold and silver mine, the Lucero project locatedin Arequipa, Peru, with the intent to bring it back into production inthe near term.

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 around the end of 2023.  The Company hasalso signed an Option Agreement to sell the Maverick Springs project,an advanced-stage exploratory property with an Inferred Resource of3.71MMoz AuEq (1.37MMoz Au and 175MMoz Ag) andanticipates completing this sale before the end of 2023.

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 also has an option to acquire a 100% interest inthe Dale Property, 90 unpatented mining claims located approximately100 km southwest of Timmins, Ontario, and has recently announced thatit has transferred this project to its wholly-owned subsidiary,Synergy Metals Corp, and is advancing through the Plan of Arrangementspin-out process through the rest of 2023.

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@element79.gold

For investor relations inquiries,please contact:

Investor Relations Department

Phone: +1.613.879.9387

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 orElement79 Gold Corp or Synergy Metals Corp (hereinafter “theCompany”) future performance, business prospects or opportunitiesthat are based on forecasts of future results, estimates of amountsnot yet determinable 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 respect to: 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 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 whichthey are placed will occur. All statements other than statements ofhistorical fact may be forward?looking statements. Any statementsthat express or involve discussions with respect to predictions,expectations, beliefs, plans, projections, objectives or future eventsor performance (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 fromforward-looking statements. Forward-looking statements are subject toknown and unknown risks, uncertainties and other factors that maycause actual results to materially differ from those expressed orimplied by such forward-looking statements; 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 . Althoughthe Company has attempted to identify important factors that couldcause actual results to differ materially from those contained inforward-looking statements, there may be other factors that causeresults not to be as anticipated, estimated or intended. The Companybelieves that the expectations reflected in these forward-lookingstatements are reasonable, but no assurance can be given that theseexpectations will prove to be correct and such forward?lookingstatements included herein should not be unduly relied upon. Thesestatements speak only as of the date hereof. The Company does notintend, and does not assume any obligation, to update theseforward-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.

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