Mr. James Tworek reports

ELEMENT79 GOLD CORP ANNOUNCES BALANCE SHEET IMPROVEMENT PLAN THROUGH DEBT SETTLEMENT, SEEKS SHAREHOLDER APPROVAL

Element79 Gold Corp. has unveiled a strategic initiative aimed at bolstering its financial position and enhancing shareholder value.

Highlights:

• Element79 Gold announces a strategic balance sheet improvement plan aligning debt holders and capital investments with its long-term vision:
  • Proposed settlement of approximately $2.7-million in corporate debt through share conversion at 10 cents per share;
  • Crescita Capital, a long-time financing partner of the company, confirms it has sold $2-million of its promissory note to Tellus LLC, a reputable third party, that expresses intent to convert the $2-million promissory note into Element79 Gold shares at the same 10-cent conversion price;
• Detailed information to be provided in an upcoming information circular, pending regulatory approvals. The company seeks shareholder approval at its Dec. 19, 2023, special shareholder meeting.

Proposed debt settlement

In charting a path toward growth and revenue generation in 2024, Element79 Gold has put forth a proposal to settle approximately $3.76-million in debt through the conversion of debt into shares of the company, priced at 10 cents per share. This strategic decision signifies both the company's commitment to fiscal responsibility but also aligns the interests of debtholders with the company's long-term vision. Detailed information regarding the debt settlement will be provided in an upcoming information circular, subject to regulatory approvals.

Third party debt acquisition

In addition to the above initiative, the company confirms that it has received notification from Crescita regarding the sale of $2-million of the promissory note (announced Sept. 19, 2022), to a reputable third party, Tellus LLC. In a vote of confidence in Element79 Gold's business plan and potential, Tellus has expressed its intent to convert the $2-million promissory note into Element79 Gold shares at the same conversion price of 10 cents.

Shareholder vote and special shareholder meeting

As these debt settlement and conversion initiatives will significantly impact the company's issued and outstanding share count, as well as have the potential to establish a new significant shareholder as defined by the market regulator, Element79 Gold will seek approval from its shareholders. Accordingly, the company plans to present these critical matters for discussion and voting at its special shareholder meeting scheduled for Dec. 19, 2023. This meeting will provide an invaluable platform for shareholders to participate in the decision-making process and have their voices heard on these pivotal issues.

James C. Tworek, chief executive officer of Element79 Gold, states: "Our commitment to enhancing shareholder value and the company's financial stability is unwavering. The proposed debt settlement and conversion initiatives feed our strategic vision, and we as a board and management team are earnest to clean up the balance sheet and facilitate financing to further advance our project development. We welcome Tellus LLC as a strategic shareholder; after several discussions with their management, we are confident they share the corporate vision of building Element79 Gold Corp. into a producing mining company in the near term, reinforcing our growth trajectory. We encourage all our valued shareholders to actively engage in the upcoming special shareholder meeting and shape the future of Element79 Gold Corp."

About Element79 Gold Corp.

Element79 Gold is a mining company focused on gold and silver, committed to maximizing shareholder value through responsible mining practices and sustainable development of its projects. Element79 Gold's focus is on developing its past-producing, high-grade gold and silver mine, the Lucero project located in Arequipa, Peru, with the intent to restart production in the near term.

The company also holds a portfolio of five properties along the Battle Mountain trend in Nevada, with the Clover and West Whistler projects believed to have significant potential for near-term resource development. Three properties in the Battle Mountain portfolio are under contract for sale to Valdo Minerals Ltd., with an anticipated closing date around the end of 2023. The company has also signed an option agreement to sell the Maverick Springs project, an advanced-stage exploratory property with an inferred resource of 3.71 million ounces gold equivalent (1.37 Moz Au and 175 Moz silver), and anticipates completing this sale on or before March 28, 2024.

In British Columbia, Element79 Gold has executed a letter of intent and financed a drilling program to acquire a private company that holds the option to 100-per-cent interest of the Snowbird high-grade gold project, which consists of 10 mineral claims located in central British Columbia, approximately 20 kilometres west of Fort St. James.

The company has an option to acquire a 100-per-cent interest in the Dale property, 90 unpatented mining claims located approximately 100 km southwest of Timmins, Ont., and has recently announced that it has transferred this project to its wholly owned subsidiary, Synergy Metals Corp., and is advancing through the plan of arrangement spinout process through first quarter 2023.

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