Element79 Gold Successfully Closes Sale of Nevada Project

Element79 Gold Corp. (CSE: ELEM) (OTC: ELMGF) announced the successful exercise of the Binding Option Agreement (“The Acquisition Agreement”) with Sun Silver Limited (formerly Green Power Minerals Pty Ltd. “Sun Silver”) for the closing of the sale of the Maverick Springs Project to Sun Silver.

Highlights

• Since Acquisition in 2021, the Company has worked to advance the project, including an updated 43-101 compliant inferred resource of 3.71Mozi AuEq.
• In seeking funding partners for the development of the Maverick Springs project, management negotiated and subsequently engaged with Sun Silver in August 2023 via a Binding Option Agreement.
• As the Company is now focused on advancing the high-grade Lucero Project with near term production potential in Peru, this transaction allows realizing enhanced value for Mavericks Springs from an adjusted CAD $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 28 months.
• Sale proceeds will generate a total of CAD $4,400,000 cash and 3,500,000 ordinary shares in Sun Silver priced at AUD$0.20 (fair market value AUD $700,000.) which are expected to be listed Australian Stock Exchange (“the ASX”) on or around May 15, 2024.
• CAD $2,200,000 of cash sale proceeds will be used to pay out the loan associated 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 Acquisition Agreement on August 31, 2023, and it was subsequently extended and amended on January 12, 2024, and March 18, 2024. The fulfillment of all requisite conditions resulted in the exercise of the option on May 3, 2024, by Sun Silver pursuant to the Acquisition Agreement. The transaction and associated transfer of all the Maverick Springs assets has been successfully completed as of May 7, aftermarket trading hours, ahead of the listing of Sun Silver Limited’s ordinary shares of the ASX, expected to occur on May 15, 2024. See the Company’s press releases dated
August 31, 2023; October 23, 2023; January 17, 2024, and March 18, 2024, for further details on the transaction.

Payment Terms

In accordance with the Acquisition Agreement, Element79 has received total cumulative cash consideration of C$4,400,000 ($265,872 of which was previously paid to the Company by Sun Silver in respect of option fees under the Acquisition Agreement), in addition to 3,500,000 fully paid ordinary shares of Sun Silver, solidifying the Company’s support for Sun Silver and in the ongoing belief in the Maverick Springs property, reaffirming its commitment to driving sustainable growth and long-term value creation for its shareholders.

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

Having completed the sale of the Maverick Springs project, the Company is seeking to to intensify its efforts toward continued exploration and optimization of its flagship property, Lucero (Peru), with the intention to foster innovation and sustainable development across its operations.

Chachas Community Update

As outlined in the Company’s news release from April 25, 2023, the Chachas Community General Meeting did take place and the Chachas Community continues to ratify its own Charter prior to completing any additional contract approvals for third parties such as Element79 Gold Corp.

Through its local contacts and its contracted community relations teammates, the Company has been reaffirmed of the local support for its projects and pending agreements for its use of and right of way on the lands. As the Company waits for the final approval, it continues to review strategic regional M&A opportunities.

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