Mr. Michael Smith reports
ELEMENT79 ANNOUNCES VOTING RESULTS FROM SPECIAL MEETING
Element79 Gold Corp. securityholders have approved the previously announced arrangement involving the company and Synergy Metals Corp.
The special resolution approving the arrangement was approved by: (a) two-thirds of the votes cast on the arrangement resolution by holders of common shares of the company present in person or represented by proxy at the special meeting of the company's securityholders held on July 3, 2026; (b) two-thirds of the votes cast on the arrangement resolution by shareholders, holders of options to purchase shares, and holders of warrants to purchase shares present in person or represented by proxy at the meeting; and (c) a simple majority of the votes cast on the arrangement resolution by shareholders present in person or represented by proxy at the meeting excluding shares held by shareholders excluded from voting pursuant to Multilateral Instrument 61-101 --
Protection of Minority Security Holders in Special Transactions.
A total of 45,057,942 shares representing approximately 21.73 per cent of the votes entitled to be cast by shareholders at the meeting, 2,445,833 options representing approximately
33.16 per cent of the votes entitled to be cast by optionholders and 551,044 warrants representing approximately 6 per cent of the votes entitled to be cast by warrantholders were represented in person or by proxy at the meeting. Approximately 99.99 per cent of the votes held by securityholders represented in person or by proxy at the meeting, and approximately 99.99 per cent of the votes held by disinterested shareholders represented in person or by proxy at the meeting were voted in favour of the arrangement resolution.
The company is also pleased to announce that shareholders of 1425957 B.C. Ltd. have approved the previously announced amalgamation of 1515041 B.C. Ltd. and 142. The special resolution approving the amalgamation was approved by two-thirds of the votes cast on the amalgamation resolution by holders (142 shareholders) of common shares of 142 present in person or represented by proxy at the annual and special general meeting of the 142 shareholders held on July 6, 2026. A total of 20,075,000 142 shares representing approximately 80.62 per cent of the votes entitled to be cast by 142 shareholders at the 142 meeting. One hundred per cent of the votes held by 142 shareholders represented in person or by proxy at the 142 meeting were voted in favour of the amalgamation resolution.
The amalgamation is expected to occur shortly after the arrangement. Together, the arrangement and amalgamation are intended to effect a reorganization of the company's current business into two separate corporate entities.
The company will seek a final order approving the arrangement from the British Columbia Supreme Court on July 10, 2026. Closing of the arrangement remains subject to the satisfaction of certain customary closing conditions, including receipt of final court, Canadian Securities Exchange (CSE) and regulatory approvals. Subject to the satisfaction of these closing conditions, the parties to the arrangement currently expect the arrangement to be completed by end the of July, 2026.
Further details regarding the arrangement can be found in the company's management information circular dated May 28, 2026, in respect of the meeting, which can be found under the company's SEDAR+ profile.
About Element79 Gold Corp.
Element79 Gold is a mining company focused on the exploration and development of its portfolio of high-potential gold projects. The company's focus is its Nevada portfolio, anchored by the Gold Mountain and Elephant projects, both located in the world-class Battle Mountain trend.
We seek Safe Harbor.
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