Ms. Wendy Chan reports

LODE GOLD RECEIVES TSXV CONDITIONAL ACCEPTANCE FOR SPINOUT TRANSACTION AND SETS A SHAREHOLDER MEETING DATE TO APPROVE PLAN OF ARRANGEMENT (EACH SHAREHOLDER WILL RECEIVE SHARES OF SPIN CO GOLD OROGEN)

Lode Gold Resources Inc. has received conditional acceptance from the TSX Venture Exchange for its spinout transaction. The record date is set for Jan. 20, 2025. An information circular will be mailed to shareholders on or before Jan. 24, 2025, calling for a meeting on March 10, 2025, to approve the plan of arrangement for a tax-efficient spinout. On the completion of the transaction and following final court approval, Lode Gold shareholders will receive shares of Gold Orogen.

Upon completion of the spinoff, the company will be structured as follows.

Gold Orogen (SpinCo.)

Gold Orogen is an exploration pure play with two choice assets. Both assets are located in highly prospective areas, and each can potentially be a company maker and a stand-alone asset.

Asset 1:

• 99.5 square kilometres of claims in Yukon's prolific Tombstone gold belt (Snowline's Valley deposit, Seabridge's 3 Aces project and Sitka Gold's RC deposit);
• Total of four reduced intrusive targets (reduced intrusion-related gold system similar to Snowline);
• Confirmed on WIN:
  • Signature host rocks, hornfels and reduced intrusives;
  • High bismuth to gold ratio and gold-bearing sheeted quartz veins.

Asset 2:

• New Brunswick: created one of the largest land packages at 420 square kilometres;
• Geological analogue to New Found Gold, Galway, Calibre Mining and Puma;
• Confirmed gold endowment confirmed by initial drilling;
• Acadian Gold joint venture formed and project financed, captures the majority of the geological formation that hosts the Puma mineralization.

Lode Gold (parent): high-grade underground mine potential (previously mined at eight grams per tonne)

The Fremont gold project is located on the Mother Lode belt gold on patented private land in Mariposa county. Lode Gold is the first owner since mining suspension in 1942 to evaluate the project as an underground opportunity.

• On 190-kilometre mineralized Mother Lode belt: 50 million ounces produced;
• Fremont: four-kilometre strike on the Mother Lode belt;
• Private patented land: 3,351 acres and 100 per cent owned in Mariposa county (five supervisors oversee county); county: 17,000 and town: 2,000 people;
• California: 700 permitted mines and 14 gold mines;
• Target: two million ounces underground and five grams per tonne gold;
• Typical orogenic deposit with structure and controls;
• Three stepout holes hit structure (up to 1,200 metres);
• Two nearby mines were 1,800 m deep at 13 g/t;
• Brownfield with 23 kilometres of underground workings and over 43,000 m drilled (the cores are intact and preserved);
• 11 per cent of the veins (two of seven deposits) exploited, mostly in the first 250 m;
• 2023 mineral resource estimate: one Moz (measured and indicated) and two Moz (inferred);
• 2023 preliminary economic assessment at $2,000 (U.S.) per ounce Au: after-tax net present value (5 per cent) at $370-million (U.S.), 31-per-cent internal rate of return and 11-year life of mine;
• Close to road, rail, power and water;
• Mine was suspended in 1942 due to prohibition of gold mining during Second World War;
• Four shareholders own 60 per cent (approximately 40 million shares/tight structure).

About Lode Gold Resources Inc.

Lode Gold is an exploration and development company with projects in highly prospective and safe mining jurisdictions in Canada and the United States.

In Canada, its Golden Culvert and Win projects in Yukon, covering 99.5 square kilometres across a 27-kilometre strike length, are situated in a district-scale, high-grade gold mineralized trend within the southern portion of the Tombstone gold belt. A total of four RIRGS targets have been confirmed on the property. A National Instrument 43-101 technical report was completed in May, 2024.

In New Brunswick, Lode Gold has created one of the largest land packages with its Acadian Gold JV company, consisting of an area that spans 420 square kilometres and a 42-kilometre strike. McIntyre Brook covers 111 square kilometres and a 17-kilometre strike in the emerging Appalachian/Iapetus gold belt; it is hosted by orogenic rocks of similar age and structure as New Found Gold's Queensway project. Riley Brook is a 309-square-kilometre package covering a 25-kilometre strike of Wapske formation with its numerous felsic units. An NI 43-101 technical report was completed in August, 2024.

In the United States, the company is advancing its Fremont gold project. This is a brownfield project with over 43,000 m drilled and 23 km of underground workings. It was previously mined at eight g/t Au in the 1940s.

Mining was halted in 1942 due the gold prohibition in the Second World War just as it was ramping up production. Unlike typical brownfield projects that are mined out, only 11 per cent of the veins -- in two out of seven deposits -- have been exploited. The company is the first owner to investigate an underground high-grade mine potential at Fremont.

The project is located in 3,351 acres of private and patented land in Mariposa county. The asset is a four-kilometre strike on the prolific 190-kilometre Mother Lode gold belt, California, that produced over 50 million oz of gold and is instrumental in the creation of the towns, the businesses and infrastructure in the 1800 gold rush. It is 1.5 hours from Fresno, Calif. The property has year-round road access, and is close to airports and rail.

Previously, in March, 2023, the company completed an NI 43-101 preliminary economic assessment. Project valuation has an after-tax NPV (5 per cent) of $370-million (U.S.) at $2,000 (U.S.) per oz gold, IRR of 31 per cent and an 11-year LOM, averaging 118,000 oz per year. At $1,750 (U.S.) oz gold, NPV (5 per cent) is $217-million (U.S.). The project hosts an NI 43-101 resource of 1.16 Moz at 1.90 g/t Au within 19.0 million tonnes indicated and 2.02 Moz at 2.22 g/t Au within 28.3 Mt inferred. The MRE evaluates only 1.4 km of the four-kilometre strike of Fremont property. Three stepout holes at depth (up to 1,200 m) hit structure and were mineralized.

All NI 43-101 technical reports are available on the company's profile on SEDAR+ and the company's website

Qualified person statement

The scientific and technical information contained in this press release has been reviewed and approved by Jonathan Victor Hill, director, BSc (honours) (economic geology -- UCT), FAusIMM, who is a qualified person as defined by NI 43-101.

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