MED - Medgold Resources Corp. Completes Reverse Takeover of Balkan Metals Corp.

(TheNewswire)

January 18, 2024 – TheNewswire- Vancouver, Canada - Electrum Discovery Corp. (“ Electrum ” or the “ Company ”)(TSXV:ELY) (formerly Medgold Resources Corp. (TSXV:MED) (“ Medgold ”)) ispleased to announce the closing (“ Closing ”) of itspreviously-announced transaction resulting in the reverse takeover ofMedgold by Balkan Metals Corp. (“ BMC ”), along withcompletion of a concurrent non-brokered private placement (the“ PrivatePlacement ”), a 16-1 share consolidation (the“ Consolidation ”) and name change (collectively, the “ Transaction ”).

As a result of the Transaction, Electrum now holds aportfolio of exploration licences in Serbia covering close to 1,000square kilometres, making Electrum the largest holder of highlyprospective exploration ground in Serbia.  Management looks forwardto advancing the Company’s flagship Timok East Project(“ Timok East ”).

The Transaction

Pursuant to the terms of an amalgamation agreemententered into between Medgold, BMC and 1397383 B.C. Ltd., awholly-owned subsidiary of Medgold (“ MergeCo ”) datedJanuary 27, 2023, as amended (the “ Amalgamation Agreement ”), the Company completed a three-cornered amalgamation (the “ Amalgamation ”)under the BusinessCorporations Act (British Columbia) with BMC andMergeCo pursuant to which BMC and MergeCo amalgamated and the Companyissued 54,888,763 common shares of the Company post –Consolidation(the “ Resulting IssuerShares ”) to BMC shareholders in exchange fortheir common shares of BMC (the “ BMC Shares ”).

The Transaction constituted a “reverse takeover”pursuant to the policies of the TSX Venture Exchange (the“ TSXV ”). Please refer to Medgold’s management informationcircular (the “ Circular ”) dated July 14, 2023, filed underthe Company ’s profile onSEDAR+ at www.sedarplus.ca, for further details of the Transaction.Immediately prior to closing of the Transaction, Medgold completed theConsolidation, and, at closing of the Transaction, changed its name to“Electrum Discovery Corp.”.

Financing

In connection with the Transaction, BMC completed thePrivate Placement consisting of the sale of 21,600,000 subscriptionreceipts (“ SubscriptionReceipts ”) at a price of Cdn$0.10 perSubscription Receipt to raise gross proceeds of Cdn $2,160,000 . Immediately prior to thecompletion of the Amalgamation, each Subscription Receiptautomatically became, without any further action or payment of anyadditional consideration, one unit of BMC (the “ BMC Units ”), witheach such unit consisting of one BMC Share and one common sharepurchase warrant . As a result of the Amalgamation, the holders of theBMC Shares received one Resulting Issuer Share for every BMC Shareheld, and all outstanding share purchase warrants of BMC wereexchanged for share purchase warrants of Electrum on a one for onebasis.

BMC paid 7% cash finder’s fees in the aggregateamount of Cdn $41,300 tocertain finders. BMC also issued to the finders an aggregate of413,000 share purchase warrants (“ Finders’ Warrants ”) having the same terms as the warrants issued pursuant tothe Private Placement (such amount being equal to 7% of the totalnumber of BMC Units purchased by subscribers that the findersintroduced to BMC). The Finders’ Warrants entitles the holderthereof to purchase one Resulting Issuer Share at a price of Cdn$0.20per share for a period of 12 months.

On closing of the Transaction, a total ofCdn $2,118,700 is availableto the Company which the Company intends to use as follows:

• geochemical, geophysical and drilling work at TimokEast: Cdn$1,200,000;

• the payment of expenses related to the Transaction:Cdn$434,517; and

• anticipated general and administrative expenses for thenext year: Cdn$250,000,

with unallocated working capital of Cdn$234,183.

A detailed update on Electrum’s technical programwill be issued in the coming days.

As a result of the Transaction, the Company has63,313,064 Resulting Issuer Shares outstanding on a non-diluted basisand 90,247,214 Resulting Issuer Shares outstanding on a fully dilutedbasis.

Please refer to the reconciliation below of the63,313,064 Resulting Issuer Shares issued and outstanding:

On completion of the Transaction, the principals of BMCand certain other shareholders of BMC, as required by the policies ofthe TSXV, entered into a Tier 2 Value Escrow Agreement (the“ EscrowAgreement ”) with the Company and ComputershareInvestor Services Inc., as escrow agent, in respect of 13,549,365Resulting Issuer Shares, 500,000 Resulting Issuer Share purchasewarrants and 68,750 Resulting Issuer stock options. Under the terms ofthe Escrow Agreement, 10% of such escrowed securities are to bereleased upon the TSXV’s issuance of its final bulletin in respectof the Transaction, with subsequent 15% releases occurring 6, 12, 18,24, 30 and 36 months from Closing.

In addition, 419,685 Resulting Issuer Shares aresubject to contractual restrictions consistent with Tier 2 ValueEscrow and further 641,400 Resulting Issuer Shares are subject tocontractual resale restrictions providing that such Resulting IssuerShares are released as follows: 10% are to be released upon theTSXV’s issuance of its final bulletin in respect of the Transaction,with subsequent 15% releases occurring in 6, 12, 18, 24, 30 and 36months.

TSXV Approval and Resumption ofTrading

The Transaction remains subject to receipt of finalapproval from the TSXV and fulfillment of all of the requirements ofthe TSXV in order to obtain such approval. Until final approval of theTSXV is obtained and a Final Exchange Bulletin is issued which isexpected on or about January 19, 2024, trading in the Resulting IssuerShares will remain halted. Resumption of trading is expected on orabout January 23, 2024. Upon resumption of trading, the ResultingIssuer Shares will trade under the symbol "ELY" and theCompany will be listed as a Tier 2 Mining Issuer.

Board of Directors and ExecutiveManagement

Concurrently with the completion of the Transaction,the following individuals were appointed as directors or officers ofElectrum:

Dr. Elena Clarici -         President, ChiefExecutive Officer and Director

Michael Thomsen -        Director

Eric Rasmussen -        Director

Ralph Rushton -        Director

Kevin Bales -                Chief FinancialOfficer

Brett Kagetsu        -        CorporateSecretary

Also concurrently with the completion of theTransaction, Jeremy Crozier resigned as President, CEO and director,Michael Skead resigned as a director, and Sally Whittall resigned asCorporate Secretary of Medgold .

Warrant Re-pricing

Prior to Closing, the exercise price of 3,332,046common share purchase warrants previously issued by BMC (the“ Pre-closingWarrants ”) as disclosed in the Circular hasbeen reduced from Cdn$0.25 for the first year after issuance andCdn$0.30 until expiry to an exercise price of Cdn$0.20 to betterreflect current market conditions. All other terms of the Pre-closingWarrants have remained unchanged, save and except for such Pre-closingWarrants are now exercisable purchase Resulting Issuer Shares.

Renewal of Luka Claims

On August 3, 2023, the Serbian Ministry of Mining andEnergy advised BMC that it had issued decision no. 310-02-736/2018-02with respect to the renewal of the Luka claims and to allow forfurther exploration to be conducted on such claims. BMC received aformal copy of the decision on October 2, 2023.

Additional Information

The CUSIP / ISIN number for the Resulting IssuerShares is 28616D108 / CA28616D1087.

About Electrum Discovery Corp.

Electrum Discovery Corp. is an emerging, Canadian-basedmineral exploration and development company focused on the WesternTethyan Belt with activities in the Republic of Serbia. The currentfocus of the Company is its flagship copper-gold Timok EastProject.

Electrum’s management team has been focused onmaximizing shareholder value through the acquisition and advancementof a large portfolio of copper-gold assets, while fosteringsustainability, governance and knowledge transfer in theregion.

Additional information on Electrum can be found byreviewing the Company’s page on SEDAR+ at www.sedarplus.ca .

On behalf of Electrum Discovery Corp.

Dr. Elena Clarici
President, CEO and director

For more information contact:

T +1 604 801 5432

ec@balkanmetals.co

Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.

This news release shall not constitute an offer to sellor the solicitation of an offer to buy any securities in anyjurisdiction. Any securities referred to herein have not been, norwill they be, registered under the United States Securities Act of1933, as amended, and may not be offered or sold in the United Statesor to a U.S. Person absent registration or an applicable exemptionfrom the registration requirements of the United States Securities Actof 1933, as amended, and applicable state securities laws.

Forward-Looking Statements

Certain statements contained in this news releaseconstitute forward-looking information within the meaning of Canadiansecurities legislation. All statements included herein, other thanstatements of historical fact, are forward-looking information. Often,but not always, this forward-looking information can be identified bythe use of words such as “estimate”, “estimates”,“estimated”, “potential”, “open”, “future”,“assumed”, “projected”, “used”, “detailed”, “hasbeen”, “gain”, “upgraded”, “offset”, “limited”,“contained”, “reflecting”,“containing”, “remaining”, “to be”, “periodically”, orstatements that events, “could” or “should” occur or beachieved and similar expressions, including negativevariations.

Forward-looking information involves known and unknownrisks, uncertainties and other factors which may cause the actualresults, performance or achievements of Electrum, to be materiallydifferent from any results, performance or achievements expressed orimplied by forward-looking information. Such uncertainties and factorsinclude, among others, risk relating to obtaining final approval ofthe TSXV; risk related to the failure to obtain adequate financing ona timely basis and on acceptable terms; changes in general economicconditions and financial markets; risks associated with the results ofexploration and development activities, and the geology, grade andcontinuity of mineral deposits; unanticipated costs and expenses; andsuch other risks detailed from time to time in Electrum’s quarterlyand annual filings with securities regulators and available underElectrum’s profile on SEDAR+ at www.sedarplus.ca . Although Electrum hasattempted to identify important factors that could cause actualactions, events or results to differ materially from those describedin forward-looking information, there may be other factors that causeactions, events or results to differ from those anticipated, estimatedor intended.

Forward-looking information contained herein are basedon the assumptions, beliefs, expectations and opinions of management.Forward-looking information has been made as of the date hereof andElectrum disclaims any obligation to update any forward-lookinginformation, whether as a result of new information, future events orresults or otherwise, except as required by law. There can be noassurance that forward-looking information will prove to be accurate,as actual results and future events could differ materially from thoseanticipated in such information. Accordingly, investors should notplace undue reliance on forward-looking information.

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