ELEM.CN · 2021-12-17 12:00:00

Element79 Gold Announces Significant Progress in Acquisition of Gold Portfolio in Nevada

Mergers & Acquisitions

VANCOUVER, BC / ACCESSWIRE / December 17, 2021 / Element79 Gold Corp.

(CSE:ELEM)(OTC PINK:ELMGF)(FSE:7YS) ("Element79 Gold", the "Company") is pleased

to announce that it has closed a securities exchange agreement (the "Securities Exchange

Agreement") with 1316524 B.C. Ltd. ("Goldco") and the securityholders of Goldco, pursuant to

which it has acquired all of the issued and outstanding securities of Goldco.

Goldco has entered into an asset purchase agreement (the "Asset Purchase Agreement") with

Clover Nevada LLC ("Clover") and Maverick Springs Mining Company, LLC ("MSMC") to

acquire the flagship Maverick Springs Project ("Maverick Springs") and 15 additional Projects

that comprise the Battle Mountain Portfolio (individually, each a "Project", and collectively, the

"Battle Mountain Portfolio"). The flagship Maverick Springs Project and the Battle Mountain

Portfolio are located in the gold mining regions of northeastern Nevada.

Following up on its news release dated December 1, 2021, the Company is also pleased to

announce that Clover and MSMC have obtained all outstanding consents required to close the

transactions contemplated by the Asset Purchase Agreement.

The Maverick Springs Project

The Maverick Springs Project hosts a historic gold equivalent resource of 1.7 million ounces

(indicated) and 1.9 million ounces (inferred) with cutoff grade of 34.3 g/t silver equivalent,

calculated using circa 2004 values of $327 USD per ounce of gold and $4.77 USD per ounce of

silver. Element79 Gold is not treating this historic estimate as current mineral resources and a

qualified person has not reviewed the work to define the quality of work associated with this

historic estimate.

The Maverick Springs Project consists of approximately 4,800 acres across 247 unpatented

claims that straddle the border of Elko County and White Pine County, proximate to the Carlin

Trend, a belt of gold deposits approximately 5 miles wide and 40 miles long that is one of the

world's richest gold mining districts, having produced more gold than any other mining district in

the US.(1) The Maverick Springs Project is located just 30 kilometers northeast of Kinross's Bald

Mountain Mine with measured and indicated resources (inclusive of proven and probable

reserves) of 4.5 million ounces grading 0.52 g/t gold.(2)

class Mton

g/t

Moz

g/t

Moz

g/t

Ag Eq

Moz

g/t

Moz

Spot

g/t*

Spot

Ag Eq

Moz*

Spot

g/t*

Spot

Moz

Indicat

69.6

34.

69.

0.3

0.7

61.

125.

0.8

1.7

60.

121.

0.8

1.6

Inferre

85.5

34.

85.

0.2

0.6

51.

128.

0.7

1.9

54.

136.

0.7

1.8

Table 1. Maverick Springs 2004 Historic Resource Estimate(3)

• This historic estimate is the most recent historic resource estimate relevant to the

Maverick Springs Project, uses only the categories set out in Sections 1.2 and 1.3 of

National Instrument 43-101 Standards of Disclosure for Mineral Projects, and was

prepared to the quality and rigour as defined by NI 43-101 standards in 2004. A qualified

person has not conducted sufficient work on the historical estimate required to categorize

this resource to the CIM definition of a current mineral resource, which may include the

preparation of a new NI 43-101 Technical Report on Maverick Springs. Element79 Gold

is not treating this historic estimate as current mineral resources and a qualified person

has not reviewed the work to define the quality of work associated with this historic

estimate. Element79 Gold intends to have a qualified person conduct all work required to

classify this historic resource estimate as a current mineral resource as defined by the

CIM Definition Standards.

• Reported by Snowden Mining Industry Consultants in the document "Technical Report,

Maverick Springs Project, Nevada, USA", published April 13, 2004

• Calculated using a $US327/oz gold and $US4.77/oz silver price, not pit constrained

• Calculated using a 34.3 g/t Ag cut off grade

• Silver equivalency is calculated as Ag Eq = Ag +Au*68.46

• Based off 159 drill holes

• *Spot Ag Eq and Au Eq is calculated for comparison only, using recent prices of

$US1,800/oz gold and $US24/oz silver

Maverick Springs is a silver-rich sediment/carbonate hosted or Carlin-type deposit, which are

among the largest hydrothermal gold deposits in the world.(4) Gold production in Nevada is

dominated by Carlin-type deposits, similar to Maverick Springs. Maverick Springs is a blind

deposit comprising a 30-120 meter thick, flat-lying zone centered on an anticlinal structure with

oxidation pervasive to 120 meters and intermittent to 270 meters.(3,5)

The Maverick Springs Project is accessible year-round via gravel road, with a network of drill

roads spread throughout its claims. Nearby electrical power can be sourced from the eastern

Nevada grid system to the northwest. The claims at Maverick Springs were first staked in 1986,

with several exploration programs conducted from 1987 to 2004, including a total of 195 drill

holes totaling 47,000 metres.(3,6)

The Surrounding Area

The Maverick Springs Project and the Battle Mountain Portfolio are primarily located in the

same belts of gold deposits that house Nevada Gold's most notable properties.

"We are excited to be at this point of this long-awaited acquisition of this portfolio of Nevada-

based mining assets which is key to our goals, offering Element79 Gold a seat at a distinguished

table in the capital of North American gold mining," stated James Tworek, President and CEO of

the Company. "By executing the next step of our high-tempo development strategy through the

pending acquisition of Maverick Springs and the Battle Mountain Portfolio, Element79 Gold is

gaining access to one of the most prolific gold mining districts in the world."

Maverick Springs is located just to the east of the Carlin Trend, the gold belt that hosts Nevada

Gold's Carlin Mine (a combination of Newmont's Carlin Mine and Barrick's Goldstrike Mine),

the world's second largest gold mine, which reported 1.665 million ounces of gold produced in

2020.(1) Through 2019, the Carlin Trend has produced over 92.5 million ounces of gold since the

original Carlin Mine went into production in 1965(7), and between 1987 and the end of 2018,

Barrick produced over 44 million ounces of gold from Goldstrike Mine alone.(8)

The majority of the Battle Mountain Portfolio is located within the Battle Mountain Trend

(Figure 1), with several Projects in close proximity to globally reputable gold deposits including

Nevada Gold's Cortez Mine, the third largest gold mine in North America(9) and the sixth largest

in the world, which reported 2020 gold production at 799,000 ounces.(1) The same belt of

deposits also contains the recently discovered Goldrush complex that, as of 2016, carries

measured and indicated resources of 25.2 million tonnes grading 10.6 g/t, representing 8.6

million ounces of gold in the ground.(10)

Figure 1. Map of Nevada showing location of Battle Mountain Projects, and select major gold

mines.

The Battle Mountain Portfolio

The Battle Mountain Portfolio is comprised of 15 separate Projects that total over 44,478 acres

across 2,203 unpatented claims in five counties: Elko County, Eureka County, Humboldt

County, Lander County, and Nye County. The Battle Mountain Portfolio is primarily located

along the Battle Mountain-Eureka Trend, a belt of gold deposits spanning over 100 miles in

length between Battle Mountain and Eureka, Nevada, which is home to several of the United

States' largest gold mines, including Nevada Gold's world-famous Cortez and Phoenix

operations, which produced a combined 1 million ounces of gold in 2020(1), and SSR Mining

Inc.'s Marigold Mine, which is expected to produce approximately 2.37 million ounces of gold

between 2018 and 2028.(11)

The northernmost Projects in the Battle Mountain Portfolio, the Golconda and Clover Projects,

lie just south of the Getchell Gold Belt, which bridges the northwestern ends of the Carlin and

Battle Mountain Trends, and contains Nevada Gold's Turquoise Ridge Mine, the third largest

gold mine in the US with 537,000 oz of gold production reported in 2020.(1) The Brock and

Stargo Projects are situated on the southern end of the Austin-Lovelock Trend, southwest of

Eureka and northeast from Kinross Gold Corporation's Round Mountain Mine, which placed as

the fourth largest gold mine in the US(1) and, in November of 2018, poured its 15 millionth ounce

of gold since beginning operations in 1978.(12)

The Battle Mountain Portfolio is comprised of primarily early-stage projects. While drilling has

been completed at some Projects, such as Elder Creek (155 holes) and Clover (104 holes), many

have only surface sampling and geophysical surveys completed. Notable drill intersects include

25.3 g/t Au over 9.75 meters at Clover(13) and, according to documentation provided by Waterton

Global Resource Management, Inc., 3.19 g/t Au over 38.96 meters at Elder Creek, and 8.02 g/t

Au and 174 g/t Ag over 9.14 meters at Long Peak. Of particular note are the Long Peak,

Elephant, Elder Creek, North Mill Creek, Clipper, Pipeline South, and West Cortez, and Walti

Projects which are interpreted to lie along the northwest trending fault that hosts the high-grade

Pipeline deposit, which is included in Nevada Gold's Cortez Mine.

Terms of the Securities Exchange Agreement

Under the terms of the Securities Exchange Agreement between Element79 Gold and Goldco,

Element79 Gold has acquired all of the issued and outstanding shares of Goldco in exchange for

a $300,000 cash payment, and 2,525,000 common shares of Element79 Gold.

Terms of the Asset Purchase Agreement

Goldco had previously entered into the Asset Purchase Agreement with Clover, a wholly-owned

subsidiary of Waterton Precious Metals Fund II Cayman, LP, and MSMC, a wholly-owned

subsidiary of Clover, (collectively, the "Vendors") to acquire 100% of their rights, titles and

interests in and to the Maverick Springs Project and the Battle Mountain Projects. Pursuant to the

Asset Purchase Agreement, the Vendors will retain a $500,000 deposit previously advanced by

Goldco. Element79 Gold, which will assume all obligations under the Asset Purchase Agreement

upon completion of its acquisition of Goldco, will make an additional $1,500,000 cash payment

as directed by the Vendors. Element79 Gold will also issue such number of shares as is required

to result in the Vendors, or their designee, holding a 9.9% equity interest in Element79 Gold on a

basic, non-diluted, basis immediately following the issuance of such shares, subject to a

maximum of $6,000,000 worth of shares being issued at an issue price equal to the greater of the

minimum price permitted by the CSE, or the volume weighted average price of Element79 Gold

shares for the 20 trading days prior to closing. Element79 Gold must also create and issue a

contingent value right (the "CVR") to Waterton Nevada Splitter, LLC ("Splitter LLC"), a

subsidiary of Waterton Precious Metals Fund II Cayman, LP. Pursuant to the CVR, Splitter LLC

will be entitled to receive a cash payment of $2,000,000 payable on the earlier of the occurrence

of commercial production and the date that is 12 months following the closing of the acquisition

of Maverick Springs and the Battle Mountain Portfolio. Splitter LLC will also be entitled to

receive a second payment, in cash or common shares of Element79 Gold, on the date that is 18

months following the closing of the acquisition of Maverick Springs and the Battle Mountain

Portfolio. The amount of the second payment will be equal to the shortfall (if any) between

$6,000,000 and the value of the common shares of Element79 Gold issued at closing pursuant to

the Asset Purchase Agreement. Splitter LLC will be granted a security interest in Maverick

Springs and the Battle Mount Portfolio, which will be released upon completion of the payments

under the CVR. Splitter LLC will also enter into a voting support and lock-up agreement

pursuant to which it will agree to: (i) vote all shares of Element79 Gold it holds in accordance

with managements recommendations; (ii) retain 50% of the common shares of Element79 Gold

issued to it pursuant to the Asset Purchase Agreement for at least six months after closing and

the remaining 50% for at least twelve months after closing; and (iii) grant Element79 Gold a

right of first offer in relation to the sale of any common shares of Element79 Gold held by

Splitter LLC.

The Maverick Springs Project is subject to a total net smelter return royalty ("NSR") of 7.4%,

including 1.5% payable to Maverix Metals Inc. Element79 Gold expects to renegotiate the

various NSRs in order to create an economically viable path forward to the benefit of all parties.

The Asset Purchase Agreement as it relates to the Battle Mountain Portfolio and all 15 of its

Projects is made on an as-is, where-is basis and accordingly does not disclose any net smelter

return royalty or other royalties payable to any other party.

Qualified Person

The technical information in this release has been reviewed and verified by Neil Pettigrew,

M.Sc., P. Geo., Director of Element79 Gold and a "qualified person" as defined by National

Instrument 43-101.

About Element79 Gold

Element79 Gold is a mineral exploration company focused on the acquisition, exploration and

development of mining properties for gold and associated metals within the mining-friendly

jurisdictions of Nevada, British Columbia, and Ontario. In Nevada, the Company is closing on its

acquisition of the flagship Maverick Springs Project, which consists of 247 unpatented mining

claims on the border of Elko County and White Pine County, Nevada, and the Battle Mountain

Portfolio, which consists of 2,203 unpatented mining claims in Elko County, Eureka County,

Humbolt County, Lander County, and Nye County, Nevada. In British Columbia, the Company

has executed a Letter of Intent to acquire a private company which holds the option to 100%

interest of the Snowbird High-Grade Gold Project, which consists of 10 mineral claims located

in Central British Columbia, approximately 20km west of Fort St. James. In Ontario, the

Company has an option to acquire 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. For more information about the

Company, please visit www.element79.gold or www.element79gold.com

Contact Information

For corporate matters, please contact:

James C. Tworek, Chief Executive Officer

E-mail: [email protected]

For investor relations inquiries, please contact:

Investor Relations Department

Phone: +1 (604) 200-3608

E-mail: [email protected]

Sources

Element79 Gold makes no warranty as to the completeness, accuracy, verifiability, or

suitableness of any of the information contained on the following third-party links and expressly

undertakes no obligation to update the following links.

(1) https://www.kitco.com/news/2021-04-05/Top-10-biggest-gold-mines-in-the-United-States-

report.html

(2) Kinross Bald Mountain Mine 2020 Mineral Reserves and Resources

https://www.kinross.com/operations/default.aspx#reserves

(3) Technical Report Maverick Springs Project Nevada, USA prepared for Vista Gold Corp. and

Silver Standard Resources, April 13, 2004, available on SEDAR

(4) Evidence for a magmatic origin for Carlin-type gold deposits: isotopic composition of sulfur

in the Betze-Post-Screamer Deposit, Nevada, USA - Stephen E. Kesler, Lee C. Riciputi, Zaojun

Ye, May 28, 2005

https://deepblue.lib.umich.edu/bitstream/handle/2027.42/46046/126_2005_Article_477.pdf;jsessi

onid=34000A663A86E4DA526E84CEB03811AD?sequence=1

(5) Vista Gold Corp. News Release 2004 https://www.vistagold.com/news/archive/news-

2004/578-vista-gold-corp-announces-updated-resource-estimate-for-the-maverick-springs-

project-in-nevada

(6) Vista Gold Corp., December 16, 2002, Resource Estimate Report for the Maverick Springs

Project Nevada, USA, available on SEDAR

(7) Special Publication MI-2019: The Nevada Mineral Industry 2019 - Nevada Bureau of Mines

and Geology, p. 3 https://pdacnv.com/wp-

content/uploads/2021/03/2019_MI_Report_Draft_21621.pdf

(8) Barrick Gold Corporation, March 22, 2019, NI 43-101 Technical Report on the Goldstrike

Mine, Eureka and Elko Counties, State of Nevada, USA, available on SEDAR

(9) https://education.kitco.com/precious-metals/largest-gold-mines-north-america-q1-2020

(10) Barrick Gold Corporation, 2015 Year-End Report and Fourth Quarter Results

https://s25.q4cdn.com/322814910/files/doc_financial/quarterly_results/2015/q4/Barrick-2015-

Q4-Year-End-Report.pdf

(11) SSR Mining Inc., June 18, 2018, Updated Marigold Life of Mine Plan Confirms Near-Term

Production Growth and Robust Economics

http://s22.q4cdn.com/546540291/files/doc_news/2018/2018-06-18-Updated-Marigold-Life-of-

Mine-Plan-FINAL.PDF

(12) https://kinrossworld.kinross.com/en/round-mountain-celebrates-15-million-ounces-poured/

(13) https://www.globenewswire.com/en/news-release/2003/09/04/300177/2557/en/Newmont-

Options-Atna-s-Clover-Property.html

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.

Technical Disclaimer

This news release and related maps contain information about adjacent properties and properties

with similar characteristics on which the Company has no right to explore or mine. Readers are

cautioned that mineral deposits on adjacent properties or properties that share similar

characteristics are not indicative of mineral deposits on the Company's properties. Readers are

also cautioned that this news release contains historical technical information which is based on

prior data prepared by previous property owners. A qualified person has not done sufficient work

to confirm such information; significant data compilation, re-drilling, re-sampling and data

verification may be required to do so.

Cautionary Note Regarding Forward Looking Statements

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