Element79 Gold Announces Sale of Three Nevada Properties

Element79 Gold Corp. (CSE:ELEM) (OTC:ELMGF) announced that it has entered
into a definitive agreement to sell a 100% interest in the Elder Creek, North Mill Creek, and
Elephant projects, all located in Lander County, Nevada, to 1472886 B.C. Ltd. (“1472886”),
a private British Columbia-based company.

The transaction, which is a strategic decision by Element79 Gold to streamline its asset
portfolio and focus on its core projects, involves the transfer of all rights and obligations,
including historical data and core materials in the following properties:

Elder Creek Project: Six unpatented claims
North Mill Creek Project: Twenty-three unpatented claims
Elephant Project: One hundred ninety-seven unpatented claims

As part of the agreement, Element79 Gold Corp. will receive a non-refundable cash
payment of USD 45,200 and an aggregate of 5,000,000 common shares of NEWCO at a
deemed price of C$0.10 per share, for a total consideration of C$545,200.

Strategic Rationale for the Sale

Since acquiring the Nevada portfolio from Waterton Global Resource Management in 2021,
the Company had stratified projects based on their level of advancement, historical drilling
and exploration results and overall value for retention, sale or release. Following in similar
asset sale processes undertaken by the sale of assets to Centra Mining Ltd. and Sun Silver
Ltd., the divestment is part of Element79’s broader strategy to streamline its portfolio,
concentrating on its most promising assets while maintaining exposure to the future
upside of the Nevada projects through its equity stake in NEWCO.

This transaction is another key step in optimizing our portfolio and concentrating our resources on our flagship projects. The assets in this portfolio represent excellent resource exploration potential, and we are confident that NEWCO, with its strong focus on development, is well suited to unlock their value. This deal not only strengthens our balance sheet but also allows us to retain an interest in the future success of these projects through the share consideration.James Tworek, CEO & Director, Element79 Gold

Details of the Transaction

Under the terms of the agreement, NEWCO will acquire all books, records, and data
associated with the projects, in addition to the mineral claims. Element79 Gold Corp. and
NEWCO will collaborate to ensure a smooth transition of ownership. The transaction is
subject to customary closing conditions, including approval from regulatory authorities
and the boards of directors of both companies. The transaction is expected to close by
November 30, 2024.

Element79 Gold is a market awareness client of Capital 10X. For more information, including potential conflicts of interest please see our Content Disclaimer.

Duane Hope

Duane Hope is a Partner at Capital 10X, he brings over 15 years of communications and research experience to the firm. His research and writing have appeared in publications for North American, European and Asian audiences.