Element79 Gold Announces $2MM Private Placement and Shares for Debt Conversion
Element79 Gold Announces $2MM Private Placement
and Shares for Debt Conversion
Vancouver, BC, June 23, 2022 – Element79 Gold Corp. (CSE: ELEM) (OTC: ELMGF) (FSE: 7YS) ( "Element79
Gold", or the " Company") is pleased to announce today a non -brokered private placement (“Private
Placement”) of up to 4,000,000 units of the Company (each, a “Unit”) at a price of CAD$0.50 per Unit for
anticipated gross proceeds up to CAD$2,000,000.
Each Unit will be comprised of one common share of the Company (a “Share”) and one non-transferrable
common share purchase warrant (a “Warrant”). Each warrant is exercisable into one common share at a
price of CAD$1.00 per share for a period of twenty -four months from the date of is suance, subject to
acceleration (10-day VWAP above CAD $1.20, 30 days to settle) . All securities issued pursuant to the
Private Placement are subject to a statutory hold period expiring 4 months and one day from the date of
issuance. Element79 Gold intends to use the net proceeds of the Private Placement to further operations
and explor ation initiatives in Nevada , as well as the Peruvian portfolio the Company plans to acquire
through Calipuy Resources Inc. (news release dated June 20, 2022, available here) , to make property
payments, and for general and administrative purposes. Finders fees and commission may be payable in
connection with the Private Placement.
Element79 Gold CEO James Tworek commented on this recent announcement stating, “This is the first
formal capital raise for the Company since our IPO and we are excited about all of the progress we have
made in the past 10 months, and our prospects for growth with our Nevada and Peruvian portfolios. Com-
pleting this raise will provide us with the funds to move efforts forward with our Flagship Maverick Springs
as well as drilling, exploration and planning with the Lucero and Machacala”.
The Company further announces that it has entered into Debt Settlement Agreements (the “Debt Agree-
ments”) with certain arms-length creditors (the “Creditors”) for the settlement of a total of $304,569
debt in respective debts for professional and consulting services provided by the Creditors to the Com-
pany. In settlement and full satisfaction of the d ebt 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 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 satisfaction of $35,000 the Company will issue 64,815 shares at a deemed price
of $0.54, and will settle $5,000 through the issuance of 10,000 Shares at a deemed price of $0.50 per
Share. Total aggregate number of common shares to be issued pursuant to the Debt Agreements is
579,908.
The issuance of the Shares to the Creditors is subject to the approval of the Exchange. All securities issued
will be subject to a four month hold period which will expire on the date that is four months and one day
from the date of issue.
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]
About Element79 Gold
Element79 Gold is a mining company focused on the acquisition, exploration and development of mining
properties for gold and associated metals. Element79 Gold has acquired its flagship Maverick Springs
Project ("Maverick Springs") between the Elko and White Pine Counties in Nevada, USA and recently
completed an 43 -101-compliant, pit -constrained mineral resource estimate (MRE) on the flagship
Maverick Springs project located in the famous gold mining district of northeastern Nevada. The
acquisition of Maverick Springs also included a portfolio of 15 properties along the Battle Mountain trend
in Nevada and is completing analysis on these properties for further merit of exploration, along with the
potential for sale or spin-out. The Company has 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
in-country Operations team. 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. The Company also 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.
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 in light
of 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 Private Placement, the closing thereof, and the proposed use of proceeds of the Private Placement;
the closing of the acquisition of the Peruvian properties; the Company’s plans for exploration and
development of its mineral properties; the Company’s business strategy; future planning processes;
exploration activities; the timing and result 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. 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 expec tations 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".
Actual results may vary from forward -looking statements. Forward -looking statements are subject to
known and unknown risks, uncertainties and other factors that may cause actual results to materially
differ 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 that the
proceeds of the Private Placement may not be spent as stated herein; that the acquisition of the Peruvian
properties may not be completed, at all or on the terms announced ; risks related to 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 ex ploration activities; conclusions of economic evaluations;
changes in project parameters as plans continue to be refined; commodity prices; variations in ore
reserves, grade or recovery rates; actual performance of plant, equipment or processes relative to
specifications and expectations; accidents; labour relations; relations with local communities; changes in
national or local governments; changes in applicable legislation or application thereof; delays in obtaining
approvals or financing or in the completion of development or construction activities; exchange rate
fluctuations; requirements for additional capital; government regulation; environmental risks;
reclamation expenses; outcomes of pending litigation; limitations on insurance coverage as well as those
factors discussed in the Company’s other public disclosure documents, available on www.sedar.com.
Although the Company has attempted to identify important factors that could cause actual results to differ
materially from those contained in forward-looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended. The Company believes that the expectations
reflected in these forward -looking statements are reasonable, but no assurance can be given that these
expectations will prove to be correct and such forward-looking statements included herein should not be
unduly relied upo n. These statements speak only as of the date hereof. The Company does not intend,
and does not assume any obligation, to update these forward -looking statements, except as required by
applicable laws.
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.