Mr. Derek Macpherson reports

GOLD79 ANNOUNCES PRIVATE PLACEMENT FINANCING OF UP TO $1,000,000 AND SHARE CONSOLIDATION

Gold79 Mines Ltd. has initiated a non-brokered private placement to raise gross proceeds of up to $1-million, comprising four million postconsolidation units at 25 cents per unit. Each unit will consist of one postconsolidation common share of the company and one-half postconsolidation common share purchase warrant, each whole warrant will entitle the holder to purchase one common share of the company at a price of 30 cents per share for a period of 24 months following the date of issuance. Additionally, the warrants will be callable during the 24-month period, at the option of the company, in the event that the 20-day volume-weighted average price of the company's common shares meets or exceeds 50 cents for 10 consecutive trading days based on trades on the TSX Venture Exchange and Alternative Trading Systems. Subscribers will be notified of the call provision being triggered and will have a 30-day period to exercise the warrants.

Any securities issued under the offering will be subject to a statutory hold period of four months and one day from the date of issuance. This offering is subject to approval of the TSX Venture Exchange. The anticipated closing date of the offering is April 30, 2024.

The offering will be conducted by the company utilizing the existing securityholder prospectus exemption under OSC Rule 45-501 (Ontario Prospectus and Registration Exemptions) and other equivalent provisions of applicable securities laws in other jurisdictions in Canada, as well as the accredited investor exemption under National Instrument 45-106 (Prospectus and Registration Exemptions) and also other exemptions available to the company.

The company will make the offering available to all shareholders of the company as of April 10, 2024, who are eligible to participate under the existing security holder exemptions and who have notified the company by no later than April 24, 2023, at 5 p.m. ET of their intention to participate in the offering. The existing securityholder exemptions limit a shareholder to a maximum investment of $15,000 unless the shareholder certifies in the subscription agreement that he or she has obtained advice regarding the suitability of the investment from a registered investment dealer or otherwise qualifies to rely on another private placement exemption.

In the subscription agreement, shareholders will be required to certify the number of common shares of the company held as of the record date and the total number of units they wish to subscribe for. Each existing shareholder on the record date will be entitled to purchase that number of units equal to at least their pro rata share based on the common shares owned on the record date, subject to a $4,000 minimum subscription. Any additional available units will be allocated by the company based on subscriptions received and units available. Orders will be processed by the company on a first come, first served basis such that it is possible that a subscription received from a shareholder may not be accepted by the company if the offering is over subscribed. Any person who becomes a shareholder of the company after the record date shall not be entitled to participate in the offering under the existing securityholders exemptions.

Proceeds raised under the offering will be used for exploration expenditures related to the Gold Chain, Arizona, project; property claim costs and contractual property payments; and for working capital and general corporate purposes.

It is anticipated that certain officers and directors of the company will participate in the offering. Gold79 may pay commissions to qualified finders in Canada in connection with the Offering. Any finder fees paid would be in accordance with TSX Venture Exchange policies.

Share consolidation

Gold79 will consolidate the company's common shares, subject to TSX Venture Exchange approval, on the basis of one postconsolidation common share for every 10 preconsolidation common shares. The company will not be seeking a new name or trading symbol. In accordance with the articles and bylaws of the company, the consolidation has been approved by the board of directors of the company and shareholder approval is not required.

The company will issue a future news release announcing the effective date of the consolidation and its new Cusip and ISIN numbers.

Currently, there are 191,298,579 common shares issued and outstanding and, after the consolidation and before the closing of the offering, there will be approximately 19,129,857 common shares issued and outstanding. No fractional shares will be issued as a result of the consolidation. Instead, any fractional share interest of 0.5 or higher arising from the consolidation will be rounded up to one whole share and any fractional share interest of less than 0.5 will be cancelled without further compensation.

Registered shareholders of the company will receive a letter of transmittal from the company's transfer agent with instructions for exchanging their preconsolidation shares for postconsolidation shares. Shareholders who hold their shares through a broker or other intermediary will not need to complete a letter of transmittal.

About Gold79 Mines Ltd.

Gold79 holds 100-per-cent earn-in option to purchase agreements on three gold projects: the Jefferson Canyon gold project and the Tip Top gold project, both located in Nevada, and, the Gold Chain project located in Arizona.

We seek Safe Harbor.