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Lode Gold Closes $3.5 Million Financing and Strategic Alliance; Ready to Advance Properties in Yukon and New Brunswick

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Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: SBMIF) has closed a $3.5 million financing and strategic alliance with Fancamp Exploration The deal includes:

1. $500,000 for 14,285,714 Special Warrants at $0.035 per unit, convertible to Lode Gold shares and warrants.

2. $3,000,000 investment in Gold Orogen, Lode Gold's subsidiary, for 19.9% ownership.

3. Formation of Acadian Gold Corp, a 50/50 joint venture between Gold Orogen and Fancamp, combining interests in McIntyre Brook and Riley Brook properties in New Brunswick.

4. Transfer of Golden Culvert and WIN Property to Gold Orogen.

The transaction is subject to final TSXV approval. Proceeds will fund general costs and development of the Fremont property.

Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: SBMIF) ha finalizzato un finanziamento di 3,5 milioni di dollari e un'alleanza strategica con Fancamp Exploration. L'accordo include:

1. $500.000 per 14.285.714 Warrants Speciali a $0.035 per unità, convertibili in azioni e warrants di Lode Gold.

2. Investimento di $3.000.000 in Gold Orogen, la sussidiaria di Lode Gold, per una partecipazione del 19,9%.

3. Formazione di Acadian Gold Corp, una joint venture 50/50 tra Gold Orogen e Fancamp, che unisce gli interessi nelle proprietà di McIntyre Brook e Riley Brook nel New Brunswick.

4. Trasferimento delle proprietà di Golden Culvert e WIN a Gold Orogen.

L'operazione è soggetta all'approvazione finale di TSXV. I proventi finanzieranno i costi generali e lo sviluppo della proprietà Fremont.

Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: SBMIF) ha cerrado un financiamiento de 3.5 millones de dólares y una alianza estratégica con Fancamp Exploration. El acuerdo incluye:

1. $500,000 para 14,285,714 Opciones Especiales a $0.035 por unidad, convertibles en acciones y opciones de Lode Gold.

2. Inversión de $3,000,000 en Gold Orogen, la subsidiaria de Lode Gold, para una participación del 19.9%.

3. Formación de Acadian Gold Corp, una empresa conjunta 50/50 entre Gold Orogen y Fancamp, combinando intereses en las propiedades de McIntyre Brook y Riley Brook en Nueva Brunswick.

4. Transferencia de Golden Culvert y WIN Property a Gold Orogen.

La transacción está sujeta a la aprobación final de la TSXV. Los ingresos financiarán costos generales y el desarrollo de la propiedad Fremont.

Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: SBMIF)는 350만 달러의 자금 조달 및 전략적 제휴를 체결했습니다 Fancamp Exploration과 함께. 이번 거래 내용은 다음과 같습니다:

1. $500,000으로 14,285,714개의 특별 워런트에 대해 단가 $0.035로, Lode Gold의 주식 및 워런트로 전환 가능합니다.

2. Lode Gold의 자회사 Gold Orogen에 대해 19.9%의 지분을 위한 $3,000,000 투자.

3. Gold Orogen과 Fancamp 간의 50/50 합작투자 형태로 Acadian Gold Corp 설립, 뉴 브런즈윅의 McIntyre Brook 및 Riley Brook 부동산에 대한 이익을 결합합니다.

4. Golden Culvert와 WIN Property를 Gold Orogen에 이전.

이번 거래는 TSXV의 최종 승인에 달려 있습니다. 수익금은 일반 비용 및 Fremont 자산 개발에 사용될 것입니다.

Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: SBMIF) a finalisé un financement de 3,5 millions de dollars et une alliance stratégique avec Fancamp Exploration. L'accord comprend :

1. 500 000 $ pour 14 285 714 bons spéciaux à 0,035 $ par unité, convertibles en actions et bons de Lode Gold.

2. Un investissement de 3 000 000 $ dans Gold Orogen, la filiale de Lode Gold, pour un intérêt de 19,9%.

3. La création d'Acadian Gold Corp, une coentreprise 50/50 entre Gold Orogen et Fancamp, combinant des intérêts dans les propriétés de McIntyre Brook et Riley Brook au Nouveau-Brunswick.

4. Le transfert de Golden Culvert et de la propriété WIN à Gold Orogen.

La transaction est soumise à l'approbation finale de la TSXV. Les produits financeront les coûts généraux et le développement de la propriété de Fremont.

Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: SBMIF) hat eine Finanzierung in Höhe von 3,5 Millionen US-Dollar und eine strategische Allianz mit der Fancamp Exploration geschlossen. Das Geschäft umfasst:

1. 500.000 $ für 14.285.714 Sonderwarrants zu 0,035 $ pro Einheit, umwandelbar in Lode Gold-Aktien und Warrants.

2. Eine Investition von 3.000.000 $ in Gold Orogen, die Tochtergesellschaft von Lode Gold, für einen Anteil von 19,9%.

3. Gründung der Acadian Gold Corp, einem Joint Venture von 50/50 zwischen Gold Orogen und Fancamp, das Interessen an den Immobilien McIntyre Brook und Riley Brook in New Brunswick kombiniert.

4. Übertragung der Golden Culvert und WIN Property an Gold Orogen.

Die Transaktion unterliegt der endgültigen Genehmigung durch die TSXV. Die Erlöse werden die allgemeinen Kosten und die Entwicklung der Fremont-Eigentumsrechte finanzieren.

Positive
  • Secured $3.5 million in financing through strategic alliance
  • Potential for additional $714,286 if warrants are fully exercised
  • Formation of 50/50 joint venture Acadian Gold Corp, expanding property portfolio
  • Fancamp becomes key shareholder in Lode Gold and 19.9% shareholder in Gold Orogen
Negative
  • Dilution of existing shareholders due to issuance of new shares and warrants
  • Transfer of property interests to subsidiary and joint venture may reduce direct control

Toronto, Ontario--(Newsfile Corp. - October 9, 2024) - Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: SBMIF) ("Lode Gold" or the "Company") is pleased to announce it has obtained conditional approval from the TSXV and closed the transaction with Fancamp Exploration Ltd. ("Fancamp") pursuant to the definitive Investment Agreement for $3.5 million investment that the Company announced in its August 27, 2024 news release. $500,000 goes into the Company for subscription of 14,285,714 Special Warrants of the Company, each Special Warrant, at $0.035 per unit, upon completion of the Spin Out, will convert to one common share of Lode Gold and one 5-year Lode Gold share purchase warrant with an exercise price of $0.05 per share. If fully exercised, the warrant subscription proceeds will total an additional $714,286; $3,000,000 goes into the Company's wholly-owned subsidiary Gold Orogen, for 5,423,078 common shares or 19.9% of Gold Orogen. As part of the Investment Agreement, the Company has transferred its interests in the McIntyre Brook Property (111 km2) and Fancamp transferred its interests in the Riley Brook Property (309 km2), both located in New Brunswick, into a 50/50 joint venture between Gold Orogen and Fancamp, that is called Acadian Gold Corp. The Company has also transferred its interest in its Golden Culvert and WIN Property to Gold Orogen. Fancamp has become a key shareholder of Lode Gold and a 19.9% shareholder of Gold Orogen.

Details of the transaction were disclosed in the Company's August 27, 2024 news release.

The transaction remains subject to final acceptance of the TSX Venture Exchange. The proceeds from the Special Warrant financing will be used for general and administrative costs, including transaction costs, and on the Company's Fremont property. The Special Warrants and the securities acquired on conversion thereof are subject to a four-month hold period from the closing date under applicable Canadian securities laws.

A copy of the Investment Agreement is available on the Company's profile on SEDAR+ (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.

Its Golden Culvert and WIN Projects, 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. Gold deposits and occurrences within the Belt include Fort Knox, Pogo, Brewery Creek and Dublin Gulch, and Snowline Gold. A NI 43-101 technical report entitled "Technical Report on the WIN-Golden Culvert Property for Lode Gold" with an effective date of May 15, 2024 summarizing the work to date on these properties is available on the Company's profile on SEDAR+ (www.sedarplus.ca) and on the Company's website (www.lode-gold.com).

Its McIntyre Brook Project, New Brunswick, covering 111 km2 and a 17-km strike length in the emerging Appalachian/Iapetus Gold Belt, is surrounded by Puma Exploration's Williams Brook Project (5.55 g/t Au over 50m)1 and is hosted by orogenic rocks of similar age and structure as New Found Gold's Queensway Project.

The Company is also advancing its Fremont Gold development project in the historic Mother Lode Gold Belt of California where 50,000,000 oz of gold has been produced. Fremont, located 500km north of Equinox Gold's Castle Mountain and Mesquite mines, has a Preliminary Economic Assessment ("PEA") with an after-tax NPV (5%) of USD $217M, a 21% IRR, 11-year LOM, averaging 118,000 Oz per annum at USD $1,750 gold. A sensitivity to the March 31, 2023 PEA at USD $2,000/oz gold gives an after-tax NPV (5%) of USD $370M and a 31% IRR over an 11-year LOM. 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 length of the Fremont property which features five gold-mineralized zones. Significantly, three step-out holes at depth hit the mineralized structure, typical of orogenic deposits that often occur at depth. Fremont is located on 3,351 acres of 100% owned private land in Mariposa, the original gold rush county, and is 1.5 hours from Fresno, California. The property has year-round road access and is close to airports and rail.

Please refer to the Fremont Gold project NI 43-101 PEA technical report dated March 31, 2023, which is available on the Company's profile on SEDAR+ (www.sedarplus.ca) and on the Company's website (www.lode-gold.com). The PEA technical report has been reviewed and approved by independent "Qualified Persons" Eugene Puritch, P.Eng., FEC, CET, and Andrew Bradfield, P.Eng. both of P&E, and Travis Manning, P.E. of KCA.

About Fancamp

Fancamp is a growing Canadian mineral exploration company focused on creating value through medium-term growth and monetization opportunities with its strategic interests in high-potential mineral projects, royalty portfolio and mineral properties. The company is focused on an advanced asset play poised for growth and selective monetization with a portfolio of mineral claims across Ontario, Quebec and New Brunswick, Canada, including copper, gold, zinc, titanium, chromium, strategic rare-earth metals and others. The company continues to identify near-term cash-flow-generating opportunities and in parallel aims to advance its investments in strategic mineral properties. Fancamp has investments in an existing iron ore operation in the Quebec-Labrador Trough, a rare earth elements company, NeoTerrex Minerals Inc., a copper-gold exploration company, Platinex Inc., in addition to an investment in a near term cash flow generating zinc mine, EDM Resources Inc. in Nova Scotia. The Company has future monetization opportunities from its Koper Lake transaction in the highly sought-after Ring of Fire in Northern Ontario. Fancamp is developing an energy reduction and titanium waste recycling technology with its advanced titanium extraction strategy. The company is managed by a focused leadership team with decades of mining, exploration and complementary technology experience.

QUALIFIED PERSON STATEMENT

The scientific and technical information contained in this press release has been reviewed and approved by Jonathan Victor Hill, Director, BSc (Hons) (Economic Geology – UCT), FAusIMM, and who is a "qualified person" as defined by NI-43-101.

ON BEHALF OF THE COMPANY

Wendy T. Chan, CEO & Director

Information Contact

Winfield Ding
CFO
info@lode-gold.com
+1-416-320-4388

Kevin Shum
Investor Relations
kevin@jeminicapital.com
+1 (647) 725-3888 ext. 702

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.

All statements, trend analysis and other information contained in this press release about anticipated future events or results constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. All statements, other than statements of historical fact, included herein, including, without limitation, statements regarding the anticipated use of proceeds from the Special Warrant financing, additional proceeds from the exercise of the warrants underlying the Special Warrants, and the receipt of final acceptance from the TSX Venture Exchange with respect to the transactions, are forward-looking statements. Although Lode Gold believes that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements since Lode Gold can give no assurance that such expectations will prove to be correct. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements, including the risks, uncertainties and other factors identified in Lode Gold's periodic filings with Canadian securities regulators, and assumptions made with regard to: the ability of Lode Gold to obtain final acceptance from the TSX Venture Exchange with respect to the transactions; that the Company will be able to use the proceeds of the Special Warrant financing as anticipated; and the ability of the Company to continue with its stated business objectives and its ability to obtain required approvals and raise additional capital to proceed. Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking statements. Important factors that could cause actual results to differ materially from expectations include risks associated with the business of Lode Gold and Fancamp; risks related to the Company's ability to obtain final acceptance from the TSX Venture Exchange with respect to the transactions; the risk that the use of proceeds from the Special Warrant financing may differ from management's expectations; and other risk factors as detailed from time to time and additional risks identified in the Companies' filings with Canadian securities regulators on SEDAR+ in Canada (available at www.sedarplus.ca). Forward-looking statements are based on estimates and opinions of management at the date the statements are made. The Company does not undertake any obligation to update forward-looking statements except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements.


1 See Puma Exploration Inc.'s news release dated September 15, 2021.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/226151

FAQ

What is the total value of the financing deal Lode Gold Resources (SBMIF) closed?

Lode Gold Resources (SBMIF) closed a $3.5 million financing deal with Fancamp Exploration

How many Special Warrants did Lode Gold Resources (SBMIF) issue in the financing?

Lode Gold Resources (SBMIF) issued 14,285,714 Special Warrants at $0.035 per unit for a total of $500,000.

What is the exercise price of the warrants issued by Lode Gold Resources (SBMIF)?

The warrants issued by Lode Gold Resources (SBMIF) have an exercise price of $0.05 per share.

What percentage of Gold Orogen did Fancamp acquire in the deal with Lode Gold Resources (SBMIF)?

Fancamp acquired a 19.9% stake in Gold Orogen, a subsidiary of Lode Gold Resources (SBMIF), for $3,000,000.

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