Mr. Edward Ierfino reports

ELEMENT 79 CAPITAL INC. PROVIDES UPDATE REGARDING ITS QUALIFYING TRANSACTION

Element 79 Capital Inc. is providing an update regarding its proposed qualifying transaction.

As previously disclosed in its news releases dated Dec. 31, 2013, and July 25, 2014, the company had entered into a non-binding letter of intent with Canadian Gold Resources Ltd., which outlined the general terms and conditions pursuant to which the company and Canadian Gold would be willing to complete a transaction that would result in a reverse takeover of the company by the shareholders of Canadian Gold. The Canadian Gold transaction remained subject to, among other conditions, completion of due diligence investigations to the satisfaction of each of the company and Canadian Gold, and receipt of requisite regulatory approval, including the approval of the TSX Venture Exchange.

Due to the delay that is expected to be necessary to resolve certain title registration issues with the Mexican General Bureau of Mining involving Canadian Gold's material mining property, the company has decided not to proceed with the Canadian Gold transaction.

New qualifying transaction with Benton Resources Inc.

On Feb. 23, 2015, the company signed a letter of intent with Benton Resources to acquire a right to earn a 100-per-cent interest in Benton's right, title and interest in and to the nine contiguous, non-surveyed, unpatented mining claims totalling 67 units comprising Benton's Abernethy gold project situated approximately 10 kilometres west-southwest of Kenora, Ont. The LOI was negotiated at arm's length and the company intends the transaction to constitute its qualifying transaction under the policies of the TSX-V.

Since the transaction is not a non-arm's-length transaction, Element 79 is not required to obtain shareholder approval for the transaction.

The transaction is subject to receipt of requisite regulatory approval, including the approval of the TSX-V and standard closing conditions, the approval of the directors of each of the company and Benton of a definitive option agreement in respect of the property, and completion of due diligence investigations to the satisfaction of each of the company and Benton, as well as the conditions described below.

Trading in the common shares of Element 79 is halted at present. It is unlikely that the common shares of Element 79 will resume trading until the transaction is completed and approved by the TSX-V.

Conditions to the transaction

Prior to completion of the transaction (and as conditions of closing):

• The parties will prepare a filing statement in accordance with the rules of the TSX-V, outlining the terms of the transaction.
• Benton and the company will enter into the option agreement in respect of the transaction on or before April 24, 2015.
• All requisite regulatory approvals relating to the transaction, including, without limitation, TSX-V approval, will have been obtained.
• The company will complete a concurrent financing (described below) for minimum gross proceeds of $1-million.

The proposed transaction

As of the date hereof, the company has 6,012,066 common shares issued and outstanding and securities exercisable or exchangeable for, or convertible into, or other rights to acquire, an aggregate of 802,413 Element 79 shares at an exercise price of 15 cents per Element 79 share.

The company proposes to acquire an initial 51-per-cent interest in the property by:

• Issuing 400,000 Element 79 shares, a deemed value of a minimum of 17 cents per Element 79 share, to Benton upon closing of the transaction;
• Incurring a minimum of $500,000 in exploration expenditures on the property within 12 months of closing.

In addition, the option agreement shall stipulate that Element 79 will have the right to acquire an additional:

• 19-per-cent interest in the property by issuing an additional 600,000 Element 79 shares to Benton at the market price of the Element 79 shares on the TSX-V at the time that the right is exercised and incurring a minimum of $500,000 in additional exploration expenditures on the property within 18 months of closing;
• 30-per-cent interest in the property by paying Benton $750,000, which payment may be made in cash or, subject to applicable regulatory approvals, in Element 79 shares, at the sole discretion of Element 79, within 180 days following the date upon which Element 79 acquires an aggregate 70-per-cent interest in the property, failing which Element 79 and Benton will remain 70-per-cent/30-per-cent joint venture partners in respect of the property.

Should Element 79 acquire a 100-per-cent interest in the property, Benton shall be granted a 3-per-cent net-smelter-return royalty, half of which may be repurchased by Element 79 by paying Benton $1-million.

The company will not assume any of the liabilities or obligations of Benton of any nature or kind whatsoever, contingent or otherwise, relating to the property.

The current shareholders of Element 79 are expected to hold 93.76 per cent of the common shares of Element 79 upon completion of the transaction and the shareholders of Benton are expected to hold 6.23 per cent of the common shares of the resulting issuer (immediately prior to giving effect to the private placement, as defined below, and any additional shares that may be issued).

It is expected that the resulting issuer will be classified as a Tier 2 mining issuer.

Concurrent private placement

Element 79 has engaged Jones, Gable & Company Ltd. to act as agent, on a best-efforts basis, in connection with a brokered private placement of securities of Element 79 that will close concurrently with, and as a condition of, the transaction. Pursuant to the private placement, Element 79 intends to issue a minimum of 5,882,353 Element 79 shares and a maximum of 8,823,530 Element 79 shares a at a price of 17 cents per Element 79 share for minimum gross proceeds of $1-million and maximum gross proceeds of $1.5-million.

In connection with the private placement, the agent will receive a cash commission of 10 per cent of the total proceeds of the private placement and compensation options to acquire such number of Element 79 shares which is equal to 10 per cent of the aggregate number of Element 79 shares issued and sold pursuant to the private placement. Each agent's option shall entitle the agent to acquire one additional Element 79 share at an exercise price of 17 cents per Element 79 share for a period of two years from the completion of the transaction.

Next steps, and proposed insiders, officers and board of directors of the resulting issuer

Element 79 and Benton are working to settle the terms of the definitive option agreement and to prepare a new filing statement in respect of the transaction that will be filed with the regulatory authorities, including the TSX-V as promptly as practicable.

Following completion of the transaction and the private placement (assuming gross proceeds of $1-million), but excluding the issuance of any additional shares, it is anticipated that no one shareholder will exercise control or direction over more than 10 per cent of the issued and outstanding shares of the resulting issuer.

Upon completion of the transaction, it is anticipated that the following current officers and directors of Element 79 will continue to hold the same positions with the resulting issuer:

Edward Ierfino -- president, chief executive officer and director

Mr. Ierfino has a bachelor of commerce majoring in finance from Concordia University in Montreal, Que. Since 2003, he has been president of EGI Holdings Corp. (formerly Canadian Electronic Deposit Centre Inc.), a consultancy firm providing advice to executive management and directors of public companies in the areas of financing, investor relations, regulatory compliance and strategic development; and specific experience in the natural resources, financial transaction services and technology industries. Most recently, Mr. Ierfino was the manager, investor relations, at Argex Titanium Inc. from July, 2011, until June, 2012. He also has served on the board of directors of two issuers listed on the TSX-V.

Andre Laferriere -- director

Mr. Laferriere is vice-president, mining and geology, for Argex Titanium. He has over 15 years of experience in mineral exploration and mining development projects for precious metals (gold, silver, platinum group elements), base metals (nickel, copper, zinc, lead, iron) and technology metals (lithium, rare earths). As a registered professional geologist (OGQ) and National Instrument 43-101 qualified person, his expertise includes project evaluation, mineral resource estimation, NI 43-101 technical reporting, and exploration projects design, implementation and management. He holds MSc and BSc degrees in geology of the University of Montreal.

Kosta Kostic -- corporate secretary and director

Mr. Kostic is a member of the Barreau du Quebec and a partner with the law firm of McMillan LLP, where he specializes in the field of corporate finance and securities law. Prior to joining McMillan in February, 2014, Mr. Kostic was a partner at another Canadian national law firm. Mr. Kostic regularly advises both private and public companies active in a wide range of sectors, including mining, oil and gas, renewable energy, technology, manufacturing, retail, transportation, and biotechnology. Mr. Kostic has participated in several conferences on securities, corporate finance and corporate governance, and has completed an executive training program on financial information at the McGill International Executive Institute. Mr. Kostic earned a bachelor of arts in communication studies from Concordia University in Montreal, Que., and a bachelor of civil law and a bachelor of common law from McGill University in Montreal, Que. In 2013, Mr. Kostic earned a certificate in mining law from Osgoode Law School, York University. In 2004, Mr. Kostic was seconded to the exchange as a manager, listed issuer services, where he gained extensive experience with the capital pool company program.

William Waks -- chief financial officer

Mr. Waks, CPA, CA, serves as the chief financial officer of the company and Ovid Capital Ventures Inc. Mr. Waks has been chief financial officer and vice-president of finance at Osta Biotechnologies Inc. since June, 2010. Mr. Waks served as consulting chief financial officer of Osta Biotechnologies since June 20, 2007. Mr. Waks has approximately 10 years of experience. He continues to practise in public accounting, catering to small and medium-sized businesses providing assurance and other accounting services, as well as business consulting services to clients in various industries. Mr. Waks served as chief financial officer of Copitrak Inc. (also known as Promatek Industries Ltd) from 2003 to 2007. He is a member of the Ordre des Comptable Agrees du Quebec (1985) and the Ontario Institute of Chartered Accountants (1996). He obtained his designation after graduating from Concordia University (bachelor of commerce, 1982) and a diploma of public accountancy from McGill University's faculty of graduate studies and research (1984).

Sponsorship

Sponsorship of a qualifying transaction of a capital pool company is required by the TSX-V unless exempt in accordance with TSX-V policies. Element 79 is currently reviewing the requirements for sponsorship and may apply for an exemption from the sponsorship requirements pursuant to the policies of the TSX-V; however, there is no assurance that Element 79 will ultimately obtain this exemption. Element 79 intends to include any additional information regarding sponsorship in a subsequent press release.

Further information

All information contained in this news release with respect to Element 79 and Benton was supplied by the parties for inclusion herein, and each party, and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the transaction is subject to a number of conditions, including but not limited to, exchange acceptance and, if applicable, pursuant to the requirements of the exchange, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

We seek Safe Harbor.