Mr. James Tworek reports
ELEMENT79 GOLD CORP ANNOUNCES SHARES FOR DEBT, OPTIONS ISSUANCE
Element79 Gold Corp. intends to settle an aggregate of $987,115 of indebtedness owing to certain creditors of the company through the issuance of 7,593,190 common shares in the capital of the company at a price of 13 cents per common share.
The company intends to complete the debt settlements to preserve the company's cash for working capital. The debt being settled is on account of accrued management fees to directors of the company as well as other consulting and service provider fees. All securities proposed to be issued in connection with the debt settlements will be subject to a statutory hold period of four months and one day from the date of issuance. The company has entered into debt settlement agreements, dated Oct. 4, 2024, with each of the creditors. The debt settlements are expected to close concurrently on or about Oct. 15, 2024, subject to customary closing conditions, including, but not limited to, finalizing all contractual documentation and the receipt of all applicable regulatory approvals, as applicable, including compliance with the policies of the Canadian Securities Exchange.
The debt includes $192,757 owed to directors and insiders of the company, as defined in Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, as upon completion of the debt settlement, the insiders of the company will receive 1,482,745 common shares. The company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the company is not listed on a specified market and the fair market value of the common shares to be issued to the insiders in connection with the debt settlements does not exceed 25 per cent of the market capitalization of the company, in accordance with MI 61-101. The company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the debt settlements, which the company deems reasonable.
Pursuant to the company's stock option plan, Element79 has granted stock options to directors, officers, management, employees and consultants of the company to purchase up to an aggregate of 7,723,333 common shares at an exercise price of 15 cents per common share. Pursuant to the terms of the option agreements, the options will expire four years from the date of grant. The company has also issued 362,000 options at an exercise price of 25 cents with a 12-month expiry period. The options, and any underlying common shares issued on exercise thereof, will have a hold period expiring Feb. 5, 2025, in accordance with the policies of the CSE and applicable securities laws.
About Element79 Gold Corp.
Element79 Gold is a mining company focused on gold and silver, and is 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 2024.
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 in the first half of 2025.
The company has an option to acquire a 100-per-cent interest in the Dale property, 90 unpatented mining claims located approximately 100 kilometres southwest of Timmins, Ont., and 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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