Element79 Gold Announces Shares for Debt Transaction
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Element79 Gold Announces Shares for Debt Transaction
Vancouver, BC, October 26, 2022 – Element79 Gold Corp. (CSE:ELEM) (OTC:ELMGF) (FSE:7YS) ("Element79
Gold", the "Company") announces that it has agreed to settle an aggregate of $387,336 of indebtedness
of the Company with various arm's length and non -arm's length creditors through the issuance of an ag-
gregate of 2,672,483 common shares ("Common Shares") at a price of $0.115 per Common Share and
640,000 Common shares at $0.125 per Share. The Common Shares issued pursuant to the debt settlement
will be subject to a four month and one day hold period pursuant to applicable securities laws.
The shares for debt transaction constitutes a "related party transaction" within the meaning of Multilat-
eral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as
insiders of the Company will receive 1,4 77,213 Common Shares of the Company in connection with the
debt settlement. The Company is relying on the exemptions from the valuation and minority shareholder
approval requirements of MI 61 -101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair
market value of the shares for debt transaction with the insider does not exceed 25% of the market capi-
talization of the Company, as determined in accordance with MI 61 -101. The Company did not file a ma-
terial change report in respect of the related party transaction at least 21 days before the closing of the
debt settlement, which the Company deems reasonable in the circumstances as the Company wishes to
improve its financial position by reducing its existing liabilities.
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. Element79 Gold has acquired its
flagship Maverick Springs Project located in the famous gold mining district of northeastern Nevada, USA,
between the Elko and White Pine Counties, where it has recently completed a 43 -101-compliant, pit -
constrained mineral resource estimate reflecting an Inferred resource of 3.71 million ounces of gold
equivalent* “AuEq” at a grade of 0.92 g/t AuEq (0.34 g/t Au and 43.4 g/t Ag)) with an effective date of
Oct. 7, 2021 (see news release January 31st, 2022, available on SEDAR). The acquisition of the Maverick
Springs Project also included a portfolio of 15 properties along the Battle Mountain trend in Nevada, which
the Company is analyzing for further merit of exploration, along with the potential for sale or spin-out. In
British Columbia, Element79 Gold 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 Peru, Element79
Gold holds 100% interest in the past producing Lucero Mine, one of the highest-grade underground mines
to be commercially mined in Peru's history, as well as the past producing Machacala Mine. The Company
also has an option to acquire 100% interest in the Dale Property which consists of 90 unpatented min ing
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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.
For corporate matters, please contact:
James C. Tworek, Chief Executive Officer
Email: [email protected]
For investor relations inquiries, please contact:
Investor Relations Department
Phone: +1 (604) 200-3608
Email: [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 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 Company’s plans for its portfolio of mining projects and
properties; the Company’s business strategy; repayment and pricing thereof of loan proceeds; future planning
processes; exploration activities; the timing and result of exploration activities; capital projects and exploration
activities and the possible results thereof; any potential future cash flow and the timing thereof; acquisition
opportunities; 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 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".
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.