Element79 Gold Announces $2 Million Private Placement and Debt Conversion Shares

VANCOUVER, BC /ACCESSWIRE/June 23, 2022/ Element79 Gold Corp. (CSE:ELEM)(OTC ROSE:ELMGF)(FSE:7YS) (“Element79 Gold”or the “Company“) is pleased to announce today a non-brokered private placement (“Private placement“) up to 4,000,000 Company Units (each, a “Unity“) at a price of CA$0.50 per unit for anticipated gross proceeds of up to CA$2,000,000.

Element79 Gold Corp., Thursday, June 23, 2022, press release photo

Each Unit will consist of one ordinary share of the Company (a “To share“) and one non-transferable common share purchase warrant (a “To guarantee“). Each warrant is exercisable into one common share at a price of C$1.00 per share for a period of twenty-four months from the date of issue, subject to acceleration (10 day VAP above CAD $1.20, 30 days to settle). All securities issued under the Private Placement are subject to a legal hold period expiring 4 months and one day from the date of issue. Element79 Gold intends to use the net proceeds from the private placement to pursue operations and exploration initiatives in Nevada, as well as the Peruvian portfolio the company plans to acquire through Calipuy Resources Inc. ( press release of June 20, 2022, available here), to make real estate payments and for general and administrative purposes. Intermediation fees and commissions may be due in connection with the private placement.

Element79 Gold CEO James Tworek commented on the recent announcement saying, “This is the first formal capital raise for the company since our IPO and we are delighted with all the progress we have made. over the past 10 months and our growth prospects with our Nevada and Peru portfolios. Achieving this increase will provide us with the funds necessary to advance efforts with our flagship Maverick Springs as well as drilling, exploration and planning with Lucero and Machacala.

The Company further announces that it has entered into debt settlement agreements (the “Debt Agreements”) with certain arm’s length creditors (the “Creditors”) for the settlement of a total of $304,569 in debt respective companies for professional and consulting services provided by the Company’s Creditors. In settlement and in full satisfaction of the debt in the amount of $222,194, the Company will issue 435,674 common shares (the ‘Shares“) at a deemed price of $0.51 per share. In settlement and in full satisfaction of the debt in the amount of $42,375, the Company will issue 69,420 shares at a deemed price of $0.60 per share, in full payment of $35,000, the Company will issue 64,815 shares at a deemed price of $0.54, and will settle $5,000 by issuing 10,000 shares at a deemed price of $0.50 per share. The total aggregate number of common shares to be issued under the loan agreements is 579,908.

Issuance of shares to creditors is subject to stock exchange approval. All securities issued will be subject to a four month hold period which will expire on the date four months and one day from the date of issue.

Contact information
For corporate matters, please contact:
James C. Tworek, General Manager
Email: [email protected]

For any inquiries relating to investor relations, please contact:
Investor Relations Department
Phone: +1 (604) 200-3608
Email: [email protected]

About Element79 Gold

Element79 Gold is a mining company focused on the acquisition, exploration and development of mineral properties for gold and associated metals. Element79 Gold has acquired its flagship Maverick Springs project (“Maverick Springs”) between Elko and White Pine counties in Nevada, USA, and recently completed a standard-compliant Mineral Resource Estimate (MRE) 43-101 on the flagship Maverick Springs project. project located in the famous gold mining district of northeast Nevada. The acquisition of Maverick Springs also included a portfolio of 15 properties along the Battle Mountain trend in Nevada and completes the analysis of these properties for additional exploration merit, as well as potential for sale or spin-out. The Company recently entered into a definitive agreement to acquire two previously producing high-grade Au-Ag mines in Peru. The Company’s management, exploration and operations teams have completed their due diligence trip to Peru to review these assets and establish its operations team in the country. In British Columbia, the Company signed a letter of intent to acquire a private company that holds the option to acquire 100% of the Snowbird high-grade gold project, which consists of 10 mining claims located in central British Columbia. Columbia, about 20 km west of Fort Saint-James. The Company also has an option to acquire a 100% interest in the Dale property which consists of 90 unpatented mining claims located approximately 100 km southwest of Timmins, Ontario, Canada in the Timmins Mining Division, Dale Township. .

Caution Regarding Forward-Looking Statements

This release contains “forward-looking information” and “forward-looking statements” under applicable securities laws (collectively, “forward-looking statements”). These statements relate to future events or the future performance of the Company, business prospects or opportunities which are based on forecasts of future results, estimates of amounts not yet determinable and assumptions made by management in the light of experience. management and its perception of historical trends, current conditions and expected future developments. Forward-looking statements include, but are not limited to, statements regarding: the private placement, its closing and the proposed use of proceeds from the private placement; the closing of the acquisition of the Peruvian properties; the Company’s plans for the exploration and development of its mineral properties; the Company’s business strategy; future planning processes; exploration activities; the timing and outcome of exploration activities; capital projects and exploration activities and the possible results thereof; acquisition opportunities; and the impact of acquisitions, if any, on the Company. Assumptions may prove to be incorrect and actual results may differ materially from those anticipated. Therefore, forward-looking statements cannot be guaranteed. As such, investors are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, assumptions or expectations upon which they are based will occur. All statements other than statements of historical fact may be forward-looking statements. Any statement that expresses or involves discussions regarding predictions, expectations, beliefs, plans, projections, goals, or future events or performance (often, but not always, using words or phrases such as “seek “, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “expect”, “potential”, ” target”, “intend”, “could”, “could”, “should”, “believe”, and similar expressions) are not statements of historical fact and may be “forward-looking statements”.

Actual results may differ from forward-looking statements. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied by such forward-looking statements, including, but not limited to: that the parties may not be able to complete the Private Placement as expected or at all; that the proceeds of the Private Placement may not be expended as set forth herein; that the acquisition of the Peruvian properties may not be completed at all or on the terms announced; risks associated with doing business in foreign jurisdictions; the duration and effects of the coronavirus and COVID-19; risks related to the integration of acquisitions; actual results of exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; commodity prices; changes in ore reserves, grade or recovery rates; actual plant, equipment, or process performance against specifications and expectations; accidents; labor relations; relations with local communities; changes in national or local governments; changes in applicable law or its application; delays in obtaining approvals or financing or in completing development or construction activities; exchange rate fluctuations; additional capital requirements; government regulations; environmental risks; rehabilitation costs; the results of pending litigation; limitations of insurance coverage as well as factors discussed in the Company’s other public disclosure documents, available at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking statements, there may be other factors that cause results not to be those anticipated, estimated or expected. The Company believes that the expectations reflected in these forward-looking statements are reasonable, but no assurance can be given that such expectations will prove to be correct and undue reliance should not be placed on the forward-looking statements included herein. These statements speak only as of the date hereof. The Company does not intend and undertakes no obligation to update these forward-looking statements, except as required by applicable law.

Neither the Canadian Securities Exchange nor the Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

THE SOURCE: Element79 Gold Corp.

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John A. Bogar