Ms. Wendy Chan reports

LODE GOLD SHAREHOLDERS APPROVE PLAN OF ARRANGEMENT FOR SPIN OUT OF GOLD OROGEN

Lode Gold Resources Inc.'s proposed plan of arrangement for the tax-efficient spinout of Gold Orogen was approved at the company's annual general and special meeting of shareholders held on March 10, 2025.

The resolution approving the arrangement was required to be passed by: (i) the affirmative vote of at least two-thirds of the votes cast by shareholders of the company present in person or represented by proxy and entitled to vote at the meeting; and (ii) the affirmative vote of at least two-thirds of the votes cast by company shareholders, optionholders and warrantholders, voting as a single class, present in person or represented by proxy and entitled to vote at the meeting.

The hearing of application for the final order in respect of the arrangement is scheduled for March 14, 2025. Closing of the arrangement remains subject to, among other things, receipt of approval from the TSX Venture Exchange, the Canadian Securities Exchange and Great Republic Mining shareholder approval.

Upon closing of the arrangement, Lode Gold shareholders will receive one new Lode Gold share and 0.5739 of a common share of the resulting issuer (Gold Orogen) for each Lode Gold share held prior to the completion of the arrangement. Upon completion of the spinoff, the companies will be structured as follows.

Gold Orogen (SpinCo. -- Yukon and New Brunswick)

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: Yukon:

• 27-kilometre strike, 99.5 square kilometres in Yukon on the prolific Tombstone belt (Snowline and Sitka);
• A total of four reduced intrusive targets (reduced intrusion-related gold systems similar to Snowline).

Confirmed on Win:

• Signature host rocks, hornfels and reduced intrusives.

Asset 2: New Brunswick:

• One of the largest land packages in the province at 445 square kilometres;
• Similar geological setting to New Found Gold, Galway, Calibre Mining-Equinox Gold and Puma-Kinross;
• Confirmed gold endowment -- mineralized rhyolites (same geology as Puma-Kinross).

Lode Gold (parent: California): underground mine potential (previously mined at 10.7 grams per tonne gold)

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

• Fremont: four-kilometre strike on the Mother Lode belt;
• Private patented land: 3,351 acres, 100 per cent owned in Mariposa county (need county approval; five supervisors oversee county) (county: 17,000 and town: 2,000 people);
• California: 700 permitted mines and 14 gold mines;
• 2025 mineral resource estimate of 1.3 million ounces of gold at 4.4 g/t Au (previously mined in the 1930s at 10.7 g/t);
• 2025 drilling campaign: target 400,000 more ounces of gold;
• Typical orogenic deposit with structural controls;
• Three stepout holes hit structure and were mineralized (up to 1,300 metres);
• Two nearby mines were up to 1,800 m deep at 13 g/t;
• Brownfield project with 23 kilometres of underground workings and over 43,000 m drilled (cores preserved);
• Only 8 per cent of the 2025 MRE exploited; mostly in the first 250 m; much has been left unmined;
• 2023 MRE: one Moz (measured and indicated) and two Moz (inferred);
• 2023 preliminary economic assessment: underground mining cost of $63.60 per tonne;
• 2023 PEA at $2,000 (U.S.) per oz Au: after-tax net present value (5 per cent) $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 suspended in 1942 for the war effort.

Other matters

Shareholders voted in favour of all other matters of business before the meeting, including the continuation of the company into British Columbia. Each of the matters is set out in detail in the management information circular of the company dated Dec. 27, 2024, available on the company's SEDAR+ profile.

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 joint venture 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 m drilled and 23 km of underground workings. It was previously mined at 10.7 g/t Au in the 1930s. Mining was halted in 1942 due the gold mining prohibition in the Second World War just as it was ramping up production. Unlike typical brownfield projects that are mined out, only 8 per cent of the veins have been exploited. The company is the first owner to investigate an underground high-grade mine potential at Fremont. The project is located on 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 creating the towns, businesses and infrastructure in the 1800s gold rush. It is 1.5 hours from Fresno, Calif. The property has year-round road access and is close to airports and rail. An NI 43-101 MRE was reported on March 5, 2025. A complete technical report will be filed 45 days later on SEDAR+.

Previously, in March, 2023, the company completed an NI 43 101 preliminary economic assessment for the Fremont gold project. A sensitivity to the March 31, 2023, PEA at $2,000 (U.S.) per ounce gold gives an after-tax NPV of $370-million (U.S.) and a 31-per-cent IRR over an 11-year LOM. At $1,750 per oz gold, NPV (5 per cent) is $217-million. 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 million ounces at 2.22 g/t Au within 28.3 million tonnes inferred. The MRE evaluates only 1.4 km of the four-kilometre strike of the 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.

We seek Safe Harbor.