Mr. Steve Roebuck reports

AVIDIAN GOLD CLOSES SALE OF ALASKAN SUBSIDIARY TO CONTANGO ORE

Further to its press release of May 2, 2024, Avidian Gold Corp. has closed the sale of its 100-per-cent-owned Alaskan subsidiary, Avidian Gold Alaska Inc. (Avidian Alaska) to Contango Ore Inc. for initial consideration of $2.4-million (U.S.) ($3.3-million) plus potential future upside consideration of $1-million (U.S.) for total consideration of up to $3.4-million (U.S.) ($4.7-million at the current exchange rate of $1 (U.S.) to $1.3858). The initial consideration comprises: (i) $400,000 (U.S.) in cash; and (ii) $2-million (U.S.) in shares of Contango common stock.

Avidian Alaska owns and controls the Golden Zone and Amanita NE gold properties and has an option agreement to purchase 100 per cent of the Amanita gold property. Golden Zone is a large, prospective property in between Anchorage and Fairbanks near rail and highway infrastructure. The Amanita and Amanita NE gold properties border Kinross Gold Corp.'s Fort Knox operation near Fairbanks.

Dino Titaro, director and chairman of Avidian Gold, stated: "With this transaction now completed, the company will commence shoring up its balance sheet and focus on a value creation strategy for its 100-per-cent-owned Jungo gold-copper project in Nevada and continue ongoing evaluation of a number of possible strategic opportunities/alternatives that could be transformational for the company."

The transaction was put before shareholders and received an overwhelmingly approval of 98.38 per cent of votes cast at the company's annual general and special meeting of shareholders held on July 4, 2024. The transaction constituted a reviewable disposition under Policy 5.3, Acquisitions and Disposition of Non-Cash Assets, of the TSX Venture Exchange and remains subject to the final approval of the exchange.

Due to a delay from the U.S. Internal Revenue Service (IRS) of issuing a certificate that Contango is not required to withhold any amount as a result of the transaction, which certificate remains unissued, the company entered into a side letter with Contango and Avidian Alaska, pursuant to which the parties agreed to amend the payment schedule of the initial consideration and provide for an adjustment mechanism if the IRS determines that any amount should be withheld pursuant to the Internal Revenue Code of 1986.

The company has previously received $50,000 (U.S.) of the cash consideration as a deposit. In the event the withholding amount is greater than nil, the remaining $350,000 (U.S.) portion of the cash consideration shall be reduced by the withholding amount. Assuming there is no withholding amount, $150,000 (U.S.) of the retained consideration shall be payable upon receipt of the withholding determination and the remaining $200,000 (U.S.) shall be payable on or before Feb. 6, 2025. If the withholding determination is not received by the deferred payment date, such payment shall be deferred until receipt of the withholding determination. For certainty, if there is a withholding amount, such amount shall be deducted from the aggregate retained consideration.

As of the date hereof, the company has received $1.75-million (U.S.) of the $2-million (U.S.) equity consideration in the form of 78,511 common shares in the capital stock of Contango at a deemed price of $22.29 (U.S.) per share, based on the 10-day VWAP (volume-weighted average price) ending on the closing date of the transaction. The remaining $250,000 (U.S.) of the equity consideration has been withheld by Contango and will be issued to the company upon receipt of the withholding determination. In the event the withholding amount exceeds $350,000, such amount in excess of $350,000 will be deducted from the remaining $250,000 (U.S.) of the equity consideration based on the value of the Contango's shares at the time the withholding determination is received.

The transaction is more fully described in the company's press release of May 2, 2024, and in the company's management information circular dated May 31, 2024, which are available on the company's SEDAR+ profile.

About Avidian Gold Corp.

Avidian Gold brings a disciplined and veteran team of project managers with a focus on advanced-stage gold exploration. The company currently holds a 100-per-cent interest in the Jungo gold-copper property in Nevada and is evaluating other transformational opportunities.

Avidian is a shareholder in High Tide Resources Corp., which is focused on and committed to the development of mineral projects critical to infrastructure development using industry best practices, combined with a strong social licence from local communities. Avidian Gold controls approximately 28 per cent of High Tide's outstanding shares. High Tide owns a 100-per-cent interest in the Labrador West iron project, which hosts a National Instrument 43-101 inferred iron resource of 654.9 million tonnes of 28.84 per cent iron and is located adjacent to Iron Ore Company of Canada's (IOCC) Carol Lake mine in Labrador City, Nfld., operated by Rio Tinto PLC. This resource is exposed at surface and was pit constrained for an open-pit mining scenario. The technical report was filed on SEDAR+ on April 6, 2023, and was written by Ryan Kressall, MSc, PGeo, Matthew Herrington, MSc, PGeo, Catharine Pelletier, PEng, and Jeffrey Cassoff, PEng. The company also owns a 100-per-cent interest in the Lac Pegma copper-nickel-cobalt deposit located 50 kilometres southeast of Fermont, Que.

We seek Safe Harbor.