A&R Merger and Arrangement Agreements, Mailing of Circular, receipt of Interim Order
46389081v1
Element79 Announces Extension to
Proposed Spin Out and Merger, Mailing of Meeting Materials for Special Meeting
in Connection with Previously Announced Plan of Arrangement with Synergy
Metals Corp.
VANCOUVER, BC / THENEWSWIRE / June 11 , 2026 – Element79 Gold Corp. (CSE: ELEM) (OTC:
ELMGF) (FSE: 7YS) ("Element79", or the "Company") The Company announces that, in connection with
its previously announced proposed arrangement transaction with Synergy Metals Corp. ("Synergy") it has
entered into a second amended and restated arrangement agreement dated effective May 26, 2026 (the
"Arrangement Agreement") pursuant to which the number of common shares in the capital of Synergy
(“SpinCo Shares”) to be distributed to existing E79 Securityholders (as defined herein) was reduced from
up to 9,000,000 SpinCo Shares to up to 1,010,000 SpinCo Shares (subject to the exercise of E79 Options
and E79 Warrants (as such terms are defined herein)).
The Company also announces that it has entered into a second amended and restated merger agreement
dated effective May 26, 2026 (the “ Merger Agreement”) to extend the outside date for completion of the
transactions contemplated by the Merger Agreement to July 31, 2026.
Meeting and Circular
The Company is also pleased to announce that it has mailed its management information circular (the
"Circular") and related proxy materials (the " Meeting Materials" ) to holders ( "E79 Shareholders ") of
common shares of E79 ( "E79 Shares" ), to holders ( "E79 Option holders") of options to purchase E79
Shares ("E79 Options") and to holders ("E79 Warrantholders", and together with the E79 Shareholders
and the E79 Optionholders, the " E79 Securityholders" ) of warrants to purchase E79 Shares ( "E79
Warrants") in connection with the special meeting of E79 Securityholders (the "Meeting") to be held at
10:00am (Vancouver time) on July 3, 2026. The Meeting Materials are being mailed to E79 Securityholders
of record as of May 27, 2026.
At the Meeting, E79 Securityholders will be asked to consider, and if deemed advisable, approve, among
other things, the Company 's previously announced plan of arrangement (the "Arrangement") under the
terms and conditions of the Arrangement Agreement entered into between the Company and Synergy.
Pursuant to the Arrangement, the Company will distribute 1,000,000 SpinCo Shares to E79 Securityholders,
which the Company received when it spun out its Ontario gold exploration asset, t he Dale gold project
located in Timmins, Ontario, to Synergy in July of 2023. In addition to these 1,000,000 SpinCo Shares, as
part of the Arrangement, Synergy will issue to E79 an additional 10,000 SpinCo Shares, which will also be
distributed to the existing E79 Securityholders (assuming full exercise of the E79 Options and E79
Warrants).
E79 Securityholders are encouraged to vote at the Meeting or by proxy or voting instruction form. Proxies
must be submitted no later than 10:00 a.m. (Vancouver time) on June 30, 2026, or not later than 48 hours
(excluding Saturdays, Sundays and statutory holidays in the City of Vancouver, British Columbia) before
any adjournment or postponement of the Meeting.
2
46389081v1
The Circular contains, among other things, details concerning the Arrangement, the background to and
reasons for the favourable recommendation of the Arrangement, the requirements for the Arrangement to
become effective, the procedure for receiving conside ration payable under the Arrangement, procedures
for voting at the Meeting and other related matters. E79 Securityholders are urged to carefully review the
Circular and accompanying materials as they contain important information regarding the Arrangement and
its consequences to E79 Securityholders.
Approval Requirements
In order to become effective, the Arrangement must be approved by: (i) 66⅔% of the votes cast by E79
Shareholders (other than d issenting E79 Shareholders) present in person or represented by proxy and
entitled to vote at the Meeting, with each E79 Share entitling an E79 Shareholder to one vote, (ii) 66⅔% of
the votes cast by E79 Securityholders (other than the dissenting E79 Shareholders) present in person or
represented by proxy and entitled to vote at the Meeting, with each E79 Share, each E79 Option and each
E79 Warrant entitling an E79 Securityholder to one vote; and (iii) a simple majority of the votes cast by E79
Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding for
the purposes of (iii) the votes in respect of E79 Shares held or controlled by persons described in items (a)
through (d) of Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions.
Receipt of Interim Order
The Company is also pleased to announce that the Supreme Court of British Columbia (the "Court") issued
an interim order (the "Interim Order") dated May 28, 2026 in respect of the Arrangement. The Interim Order
authorizes the Company to proceed with various matters relating to the Arrangement, including the holding
of the Meeting and other procedural matters related to the Arrangement.
Subject to the receipt of the requisite approval of the E79 Securityholders , the final approval of the
Arrangement by the Court and the satisfaction of other customary conditions, the Arrangement is expected
to close in July of 2026. Upon closing of the Arrangement, it is expected that the SpinCo Shares will be
listed on the Canadian Securities Exchange (the “CSE”).
A copy of the Circular and related proxy materials is available under the Company 's SEDAR+ profile at
www.sedarplus.ca.
For further details on this announcement and the Company's projects, please visit www.element79.gold
Contact Information
For corporate matters, please contact:
Michael Smith, Chief Executive Officer
E-mail: [email protected]
For investor relations inquiries, please contact:
Investor Relations Department
Phone: +1.403.850.8050
E-mail: [email protected]
Cautionary Note Regarding Forward Looking Statements
This press contains " forward‐looking information" and "forward-looking statements " under applicable
securities laws (collectively, "forward‐looking statements"). These statements relate to future events or the
Company's future performance, business prospects or opportunities that are based on forecasts of future
results, estimates of amounts not yet determinable and assumptions of management made considering
management's experience and perception of historical trends, current conditions and expected future
developments. Forward-looking statements include, but are not limited to, statements with respect to: the
3
46389081v1
timing and completion of the Arrangement, the receipt of required E79 Securityholder and Court approvals
and the satisfaction of the other conditions to completing the Arrangement and the listing of SpinCo Shares
on the CSE. Assumptions may prove to be incorrect and actual results may differ materially from those
anticipated. Consequently, forward- looking statements cannot be guaranteed. As such, investors are
cautioned not to place undue reliance upon forward-looking statements as there can be no assurance that
the plans, assumptions or expectations upon which they are placed will occur. All statements other than
statements of historical fact may be forward‐ looking statements. Any statements that express or involve
discussions with respect to predictions, expectations, beliefs, plans, projections, objectives 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", "forecast", "potential", "target", "intend",
"could", "might", "should", "believe" and similar expressions) are not statements of historical fact and may
be "forward‐looking statements".
Forward-looking information is, by its nature, subject to numerous risks and uncertainties, some of which
are beyond the Company's control. The forward-looking information contained in this news release is based
on certain expectations and assumptions made by the Company, including expectations and assumptions
concerning the completion of the Arrangement, the receipt, in a timely manner, of E79 Securityholder and
Court approvals in respect of the Arrangement, the satisfaction of other conditions to closing and the listing
of the SpinCo Shares on the CSE.
Forward-looking information is subject to various risks and uncertainties which could cause actual results
and experience to differ materially from the anticipated results or expectations expressed in this news
release. The key risks and uncertainties incl ude, but are not limited to: general global economic, market
and business conditions; failure to obtain E79 Securityholder approval; failure to obtain required Court
approvals; failure to satisfy the conditions to the completion of the Arrangement or to obtain any required
approvals in a timely manner; the possibility that the Arrangement Agreement may be terminated in certain
circumstances; and other factors, many of which are beyond the control of the Company. The anticipated
timeline for completion of the Arrangement may change for a number of reasons, including the inability to
secure necessary Court or E79 Securityholder approvals in the time assumed or the need for additional
time to satisfy the conditions to the completion of the Arrangement. As a res ult of the foregoing, readers
should not place undue reliance on the forward- looking information contained in this news release
concerning the timing of the Arrangement or whether the Arrangement will be completed.
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.