Lode Gold Shareholders Approve Plan of Arrangement for Spin Out of Gold Orogen

Rhea-AI Summary

Lode Gold Resources (TSXV: LOD) (OTCQB: LODFF) announced shareholders' approval for the tax-efficient spin-out of Gold Orogen through a plan of arrangement. The arrangement received over 66 2/3% approval from shareholders, optionholders, and warrantholders.

Upon completion, shareholders will receive one new Lode Gold share and 0.5739 Gold Orogen share for each Lode Gold share held. The transaction awaits final approvals from TSX Venture Exchange, Canadian Securities Exchange, and GRM shareholders.

Post spin-off structure:

• Gold Orogen: Pure exploration play with two assets - 99.5 km² Yukon property on Tombstone Belt and 445 km² New Brunswick property
• Lode Gold: Retains Fremont Gold project in California with 2025 MRE of 1.3 Moz gold at 4.4 g/t Au, featuring 23 km of underground workings and 43,000m of drilling

Positive

• 2025 MRE shows substantial 1.3 Moz gold resource at high grade of 4.4 g/t Au
• Tax-efficient spin-out creates two focused companies with distinct asset portfolios
• Fremont project has significant exploration upside with only 8% of MRE exploited
• 2023 PEA shows strong economics: After-tax NPV(5%) of USD $370M and 31% IRR

Negative

• Multiple regulatory approvals still pending could delay transaction completion
• Mining operations will require county approval in California

Toronto, Ontario--(Newsfile Corp. - March 11, 2025) - Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: LODFF) ("Lode Gold" or the "Company") is pleased to announce that the proposed plan of arrangement (the "Arrangement") for the tax-efficient spin out of Gold Orogen was approved at the Company's annual general and special meeting of shareholders (the "Meeting") held on March 10, 2025.

The resolution approving the Arrangement (the "Arrangement Resolution") was required to be passed by: (i) the affirmative vote of at least two-thirds (66 2/3%) 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 (66 2/3%) 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 ("GRM") 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 spin-off, the companies will be structured as follows:

Gold Orogen (Spin Co. - 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 standalone asset.

Asset 1- Yukon:

• 27 km strike, 99.5 km² in Yukon on the prolific Tombstone Belt (Snowline and Sitka)
• A total of four Reduced Intrusive Targets (RIRGS 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 km²
• 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 g/t Au)

The Fremont Gold project is located on the Mother Lode Belt on patented private land in Mariposa County, California, USA. Lode Gold is the first owner since the mining suspension in 1942 to evaluate the project as an underground mining opportunity.

• Fremont: 4 km strike on the Mother Lode Belt
• Private patented land: 3,351 acres, 100% owned in Mariposa County (need county approval; five supervisors oversee county*) *County: 17,000 and Town: 2,000 people
• California: 700 permitted mines; 14 gold mines
• 2025 MRE 1.3 Moz 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 Step-Out Holes hit structure and were mineralized (up to 1300 m)
• Two nearby mines were up to 1,800 m deep at 13 g/t
• Brownfield project with 23 km of underground workings and over 43,000 m drilled (cores preserved)
• Only 8% of the 2025 MRE exploited; mostly in the first 250 m; much has been left unmined
• 2023 MRE: 1 Moz (M&I) + 2 Moz (Inf)
• 2023 PEA: Underground mining cost of 63.6 $/t
• 2023 PEA at USD $2,000/oz Au: After-tax NPV (5%) USD $370M, 31% IRR, 11 years LOM
• 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 are set out in detail in the Management Information Circular of the Company dated December 27, 2024 available on the Company's SEDAR+ profile at www.sedarplus.ca.

About Lode Gold

Lode Gold (TSXV: LOD) 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 km² across a 27-km 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 NI 43-101 technical report has been completed in May 2024.

In New Brunswick, Lode Gold has created one of the largest land packages with its Acadian Gold JV Co; consisting of an area that spans 445 km² and a 44 km strike. McIntyre Brook covers 111 km² and a 17-km 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 km² package covering a 26 km strike of Wapske formation with its numerous felsic units. A NI 43-101 technical report has been 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 1930's. Mining was halted in 1942 due the gold mining prohibition in World War Two (WWII) just as it was ramping up production. Unlike typical brownfield projects that are mined out; only 8% 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 4 km strike on the prolific 190 km Mother Lode Gold Belt, California that produced over 50,000,000 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, California. The property has year-round road access and is close to airports and rail. An NI 43-101 MRE has been 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 ("PEA") for the Fremont Gold project. A sensitivity to the March 31, 2023 PEA at USD $2,000/oz gold gives an after-tax NPV of USD $370M and a 31% IRR over an 11-year LOM. At $1,750 /oz gold, NPV (5%) is $217M. The project hosts an NI 43-101 resource of 1.16 Moz at 1.90 g/t Au within 19.0 MT 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 4 km strike of Fremont property. Three step-out holes at depth (up to 1200 m) hit structure and were mineralized. All NI 43-101 technical reports are available on the Company's profile on SEDAR+ (www.sedarplus.ca) and the Company's website (www.lode-gold.com)

ON BEHALF OF THE COMPANY

Wendy T. Chan, CEO & Director

Information Contact

Winfield Ding
CFO
info@lode-gold.com
+1-(604)-977-GOLD (4653)

Kevin Shum
Investor Relations
kevin@lode-gold.com
+1 (604) -977-GOLD (4653)

Cautionary Note Related to this News Release and Figures

This news release contains information about adjacent properties on which the Company has no right to explore or mine. Readers are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on the Company's properties.

Cautionary Statement Regarding Forward-Looking Information

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release includes "forward-looking statements" and "forward-looking information" within the meaning of Canadian securities legislation. All statements included in this news release, other than statements of historical fact, are forward-looking statements including, without limitation, statements with respect to the closing of the Arrangement including the hearing of the Final Order, advancement and completion of resource calculation, feasibility studies, and exploration plans and targets. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions and includes the negatives thereof.

Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which the Company operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies. These include assumptions regarding, among other things: the ability of the Company and GRM to obtain all required approvals for completion of the Arrangement; the status of community relations and the security situation on site; general business and economic conditions; the availability of additional exploration and mineral project financing; the supply and demand for, inventories of, and the level and volatility of the prices of metals; relationships with strategic partners; the timing and receipt of governmental permits and approvals; the timing and receipt of community and landowner approvals; changes in regulations; political factors; the accuracy of the Company's interpretation of drill results; the geology, grade and continuity of the Company's mineral deposits; the availability of equipment, skilled labour and services needed for the exploration and development of mineral properties; currency fluctuations; and impact of the COVID-19 pandemic.

There can be no assurance that forward-looking statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the inability of the Company and GRM to obtain all required approvals for closing of the Arrangement, a deterioration of security on site or actions by the local community that inhibits access and/or the ability to productively work on site, actual exploration results, interpretation of metallurgical characteristics of the mineralization, changes in project parameters as plans continue to be refined, future metal prices, availability of capital and financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, delays or inability to receive required approvals, unknown impact related to potential business disruptions stemming from the COVID-19 outbreak, or another infectious illness, and other exploration or other risks detailed herein and from time to time in the filings made by the Company with securities regulators, including those described under the heading "Risks and Uncertainties" in the Company's most recently filed MD&A. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/244224

FAQ

What is the share distribution ratio in Lode Gold's (LODFF) spin-out of Gold Orogen?

Shareholders will receive one new Lode Gold share plus 0.5739 Gold Orogen share for each Lode Gold share held before the arrangement completion.

What are the key assets of Gold Orogen after the LODFF spin-out?

Gold Orogen will hold two assets: a 99.5 km² property in Yukon's Tombstone Belt and a 445 km² property in New Brunswick.

What is the current resource estimate for LODFF's Fremont Gold project in 2025?

The 2025 Mineral Resource Estimate shows 1.3 million ounces of gold at 4.4 g/t Au grade.

What approvals are still pending for LODFF's Gold Orogen spin-out arrangement?

The arrangement still requires approval from TSX Venture Exchange, Canadian Securities Exchange, and Great Republic Mining shareholders.