Mr. James Tworek reports

ELEMENT79 GOLD CORP. ANNOUNCES SALE OF 100% INTEREST IN ELDER CREEK, NORTH MILL CREEK, AND ELEPHANT PROJECTS TO 1472886 B.C. LTD.

Element79 Gold Corp. has entered into a definitive agreement to sell a 100-per-cent interest in the Elder Creek, North Mill Creek and Elephant projects, all located in Lander county, Nevada, to 1472886 B.C. Ltd., a private British Columbia-based company.

The transaction, which is a strategic decision by Element79 Gold to streamline its asset portfolio and focus on its core projects, involves the transfer of all rights and obligations, including historical data and core materials in the following properties:

• Elder Creek project: six unpatented claims;
• North Mill Creek project: 23 unpatented claims;
• Elephant project: 197 unpatented claims.

As part of the agreement, Element79 will receive a non-refundable cash payment of $45,200 (U.S.) and an aggregate of five million common shares of Newco at a deemed price of 10 Canadian cents per share, for total consideration of $545,200 (Canadian).

Strategic rationale for the sale

Since acquiring the Nevada portfolio from Waterton Global Resource Management in 2021, the company had stratified projects based on its level of advancement, historical drilling and exploration results, and overall value for retention, sale or release. Following in similar asset sale processes undertaken by the sale of assets to Centra Mining Ltd. and Sun Silver Ltd., the divestment is part of Element79's broader strategy to streamline its portfolio, concentrating on its most promising assets while maintaining exposure to the future upside of the Nevada projects through its equity stake in Newco.

Element79 chief executive officer and director James Tworek commented: "This transaction is another key step in optimizing our portfolio and concentrating our resources on our flagship projects. The assets in this portfolio represent excellent resource exploration potential, and we are confident that Newco, with its strong focus on development, is well suited to unlock their value. This deal not only strengthens our balance sheet but also allows us to retain an interest in the future success of these projects through the share consideration."

Details of the transaction

Under the terms of the agreement, Newco will acquire all books, records and data associated with the projects, in addition to the mineral claims. Element79 and Newco will collaborate to ensure a smooth transition of ownership. The transaction is subject to customary closing conditions, including approval from regulatory authorities and the boards of directors of both companies. The transaction is expected to close by Nov. 30, 2024.

About Element79 Gold Corp.

Element79's focus is on exploring 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 holds a portfolio of five properties along the Battle Mountain trend in Nevada, and the projects are believed to have significant potential for near-term resource development. The company is currently reviewing the Battle Mountain portfolio for exploration and development or sale.

The company also holds an option to acquire a 100-per-cent interest in the Dale property and 90 unpatented mining claims located approximately 100 kilometres 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.

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