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ELEM.CN ·

Element79 Gold Corp.-Contract for Sale 3 NV Projects

Mergers & Acquisitions

Element79 Gold Corp. Announces Sale of 100% Interest in Elder Creek, North Mill

Creek, and Elephant Projects to 1472886 B.C. Ltd.

Vancouver, BC – September 9, 2024 – Element79 Gold Corp. (CSE: ELEM, OTC: ELMGF,

FSE 7YS, the “Company” or “Element79 Gold”) is pleased to announce that it has entered

into a definitive agreement to sell a 100% interest in the Elder Creek, North Mill Creek, and

Elephant projects, all located in Lander County, Nevada, to 1472886 B.C. Ltd. (“1472886”),

a private British Columbia-based company.

The transaction, which is a strategic decision by Element79 Gold to streamline its asset

portfolio and focus on its core projects, involves the transfer of all rights and obligations,

including historical data and core materials in the following properties:

- Elder Creek Project: Six unpatented claims

- North Mill Creek Project: Twenty-three unpatented claims

- Elephant Project: One hundred ninety-seven unpatented claims

As part of the agreement, Element79 Gold Corp. will receive a non-refundable cash

payment of USD 45,200 and an aggregate of 5,000,000 common shares of 1472886 at a

deemed price of C$0.10 per share, for a total consideration of C$545,200.

Strategic Rationale for the Sale

Since acquiring the Nevada portfolio from Waterton Global Resource Management in 2021,

the Company had stratified projects based on their level of advancement, historical drilling

and exploration results and overall value for retention, sale or release. Following in similar

asset sale processes undertaken by the sale of assets to Centra Mining Ltd. and Sun Silver

Ltd., the divestment is part of Element79’s broader strategy to streamline its portfolio,

concentrating on its most promising assets while maintaining exposure to the future

upside of the Nevada projects through its equity stake in 1472886.

Element79 Gold Corp. CEO and Director James Tworek commented: “This transaction is

another key step in optimizing our portfolio and concentrating our resources on our

flagship projects. The assets in this portfolio represent excellent resource exploration

potential, and we are confident that 1472886, with its strong focus on development, is

well-suited to unlock their value. This deal not only strengthens our balance sheet but also

allows us to retain an interest in the future success of these projects through the share

consideration.”

Details of the Transaction

Under the terms of the agreement, 1472886 will acquire all books, records, and data

associated with the projects, in addition to the mineral claims. Element79 Gold Corp. and

1472886 will collaborate to ensure a smooth transition of ownership. The transaction is

subject to customary closing conditions, including approval from regulatory authorities

and the boards of directors of both companies. The transaction is expected to close by

November 30, 2024.

About Element79 Gold Corp.

Element79 Gold's focus is on exploring developing its past-producing, high-grade gold and silver

mine, the Lucero project located in Arequipa, Peru, with the intent to restart production in the

near term.

The Company holds a portfolio of five properties along the Battle Mountain trend in Nevada, and

the projects are believed to have significant potential for near-term resource development. The

Company is currently reviewing the Battle Mountain portfolio for exploration and development

or sale.

The Company also holds an option to acquire a 100% interest in the Dale Property, 90 unpatented

mining claims located approximately 100 km southwest of Timmins, Ontario, and has recently

announced that it has transferred this project to its wholly owned su bsidiary, Synergy Metals

Corp, and is advancing through the Plan of Arrangement spin-out process.

About 1472886

1472886 is a private company based in British Columbia, Canada, specializing in the

acquisition and development of high-potential mineral properties. The company is

committed to advancing its exploration projects in North America with a focus on

unlocking the value of underexplored assets.

For more information about the Company, please visit www.element79.gold

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: +1.403.850.8050

E-mail: [email protected]

Cautionary Note Regarding Forward Looking Statements

Certain information in this news release constitutes forward -looking statements under applicable

securities laws. Any statements that are contained in this news release that are not statements of

historical fact may be deemed to be forward-looking statements. Forward-looking statements are often

identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or the

negative of these terms and similar expressions. Forward-looking information in this press release are

based on certain assumptions and expected future events.

These statements involve known and unknown risks, uncertainties and other factors, which may cause

actual results, performance or achievements to differ materially from those expressed or implied by

such statements.

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to

place undue reliance on forward -looking statements, as there can be no assurance that the plans,

intentions or expectations upon which they are placed wil l occur. Such information, although

considered reasonable by management at the time of preparation, may prove to be incorrect and

actual results may differ materially from those anticipated.

Forward-looking statements contained in this press release are expressly qualified by this cautionary

statement and reflect the Company's expectations as of the date hereof and are subject to change

thereafter. The Company undertakes no obligation to update or revise any forward-looking statements,

whether as a result of new information, estimates or opinions, future events or results or otherwise or

to explain any material difference between subsequent actual events and such forward - looking

information, 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.