Ms. Wendy Chan reports

LODE GOLD STRENGTHENS BOARD OF SPIN CO GOLD OROGEN AHEAD OF TAX-EFFICIENT SPIN-OUT

Lode Gold Resources Inc. proposes to appoint Bill Fisher and Rajesh Sharma to the board of directors of its upcoming spin-out company, Gold Orogen. The spin-out is scheduled for March, 2025, with a shareholder meeting set for March 10, 2025, to approve the tax-efficient plan of arrangement.

The proposed appointments of Mr. Fisher, Mr. Rajesh and the other directors will be subject to shareholder approval at the company's annual general meeting (AGM) on March 10, 2025. Their appointments will be finalized following the AGM.

The proposed Gold Orogen board will include: Hashim Ahmed, Wendy T. Chan, Chad Tappendorf, Ron Tomlinson, Jonathan Hill, Mr. Fisher (newly proposed to be appointed) and Mr. Sharma (newly proposed to be appointed)

Bill Fisher, BSc, PGeo, director (proposed)

Mr. Fisher has a successful record, marked by notable exits. In the late 1990s, Mr. Fisher served as vice-president of exploration for Boliden AB, a major European mining and smelting company, where he managed 35 projects across nine countries. His career highlights include serving as chairman of Aurelian Resources, which discovered the Fruta del Norte gold deposit in Ecuador, leading to the company's acquisition by Kinross Gold for $1.2-billion in 2008. Mr. Fisher also transformed GlobeStar Mining Corp. from an exploration company to an emerging mining company, developing the Cerro de Maimon copper/gold mine in the Dominican Republic, which was completed on time and under budget. This project was later sold to Perilya for $186-million.

With over 40 years in the mining industry, he is renowned for his expertise in exploration, development and strategic leadership. His career began in Africa, where he spent a decade working on diamond exploration and mining projects, including significant discoveries of kimberlites in the Democratic Republic of the Congo and contributions to exploration efforts in West Africa.

Currently, Mr. Fisher serves as chairman of GoldQuest Mining Corp., overseeing the development of a three-million-ounce gold discovery in the Dominican Republic. He also holds directorships in several mining companies, including Inventus Mining and Churchill Resources, and previously served as chairman of Treasury Metals, developing the Goliath gold project in Northwest Ontario.

Rajesh Sharma, ICD.D, director (proposed)

Mr. Sharma brings extensive global leadership experience across the mining, exploration, metals and international trade sectors. His career highlights include leading large-scale mining start-ups and exploration companies, as well as successfully completing several investment and acquisition deals. Within the Tata Group, Mr. Sharma held multiple leadership roles, serving as chief executive officer and board member of various exploration, mining and investment subsidiaries of Tata Steel in Canada and Africa. Additionally, he served as executive in residence at Investissement Quebec. Mr. Sharma holds degrees in management and engineering from IIT Roorkee and completed a scholarship program on globalization and leadership at the London School of Economics.

Biographies of the other existing directors from Lode Gold joining the board of directors include:

Wendy T. Chan BSc, MBA, ICD.DCEO

Ms. Chan formerly held positions with Skeena, Roxgold and Novo Resources. She brings over 20 years of experience in developing and executing strategic plans for both Fortune 500 and entrepreneurial companies with global outreach.

Throughout her career, Ms. Chan has demonstrated proficiency in managing businesses with full profit-and-loss responsibilities, consistently driving profitability. Her operational experience includes leading cross-functional teams and spearheading negotiations for multimillion-dollar projects. Ms. Chan's global perspective is evident in her work on key development initiatives involving joint ventures, strategic alliances, and mergers and acquisitions across diverse regions, including Asia, Australia, Africa and the Americas.

Hashim Ahmed, CPA, interim chairman, director

Mr. Ahmed is a seasoned financial executive with over 20 years of experience in finance, accounting, tax and governance. He currently serves as executive VP and chief financial officer of Mandalay Resources.

Prior to joining Mandalay, Mr. Ahmed held key positions in the mining industry, including interim chief executive officer of Nova Royalty and CFO of Jaguar Mining. His career also includes a significant tenure at Barrick Gold, where he spent seven years in progressively senior finance positions, both in Canada and with site finance teams in Chile. Mr. Ahmed's expertise extends beyond the corporate realm, as he is a member of the audit committee of the government of Ontario, showcasing his broad financial acumen and commitment to public service.

Chad Tappendorf, CFA, MBA, director

Mr. Tappendorf is a partner at Coast Capital, a New York-based investment firm with focused interests in the mining sector. His extensive experience spans globally in both private and public equity investments, demonstrating a broad understanding of diverse industries and market dynamics.

Throughout his career, Mr. Tappendorf has held board memberships across various sectors, including resources, logistics, real estate and consumer goods. His expertise extends to managing multibillion-dollar private equity portfolios, showcasing his ability to handle large-scale investments and complex financial strategies. Mr. Tappendorf's skill set encompasses the entire investment process, from identifying new opportunities and conducting thorough due diligence, to performing valuations, negotiating deals, and structuring transactions and tax arrangements.

Jonathan Hill, Fellow AUSIMM, BSc (honours), econ geotechnical director

Mr. Hill is a highly accomplished mining industry veteran with over 35 years of experience in exploration, project development, and mining operations worldwide. As the founder and principal adviser of Exploration Outcomes Ltd., he leverages his extensive expertise to provide strategic guidance in the sector.

Throughout Mr. Hill's career, he has played a pivotal role in numerous world-class gold and copper discoveries across both greenfield and brownfield projects. His tenure at AngloGold Ashanti was particularly noteworthy, where he led multimillion-dollar greenfield exploration ventures in Brazil and Colombia. This experience has honed his skills in governance, exploration strategy and management, making him a valuable asset in the mining industry.

Currently, Mr. Hill serves as a director on the boards of several mining companies, including Spark Energy Minerals, Royal Road Minerals, Lavras Gold and Avanti Gold. His previous role as VP of exploration and later technical adviser for Jaguar Mining further underscores his comprehensive understanding of the industry.

Ron Tomlinson director

Mr. Tomlinson is currently the CEO of Tomlinson Group. With over 35 years of experience in executive management, strategic acquisitions, real estate operations and investments, Mr. Tomlinson has successfully expanded Tomlinson Group's operations across Canada and the United States. A seasoned manager and successful entrepreneur, he has driven the growth of the company into a vertically integrated organization with a strong focus on innovation and operational success.

Under Mr. Tomlinson's leadership, Tomlinson Group has spearheaded numerous large-scale projects across diverse industries, including construction, environmental services and infrastructure.

The company is poised to leverage the diverse expertise of its well-rounded board to drive Gold Orogen's growth and achievements in the upcoming year.

Shares for debt issuance

Lode Gold is settling $231,180 of debts on the balance sheet by issuing 963,251 shares at 24 cents per unit to professional services contractors, management and advisers. The share-for-debt transaction is subject to the approval of the TSX Venture Exchange in accordance with Policy 4.3, shares for debt, of the TSX-V corporate finance manual.

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 reduced intrusion-related gold system 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 445 square kilometres and a 44-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 335-square kilometre package covering a 26-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 metres drilled and 23 km of underground workings. It was previously mined at 10.7 g/t Au in the 1930s.

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