Element79 Press Release- Files for OTCQB Uplisting
Element79 Gold Corp Files for OTCQB Uplisting,
Provides Financial Update
VANCOUVER, BC / THENEWSWIRE / June 11, 2024 – Element79 Gold Corp. (CSE:
ELEM) (OTC: ELMGF) (FSE: 7YS) ( "Element79", the "Company”) Announces that it has
filed for an uplisting of its US cross -listing from the OTC Pink to the OTCQB. Further, the Company has
completed significant cash payouts to creditors and debt holders, as well as has entered into a debt
settlement agreement (the “Settlement Agreement”) to fully settle outstanding debts owed to creditor s
(the “Creditors”) as well as for Director Services and corporate Consulting services rendered.
Highlights:
- The Company has filed for an uplisting of its current OTC Pink cross-listed stock (OTC: ELMGF) to
the OTCQB.
- Aggressive reduction of Debt and AP, dramatically improving the balance sheet for stronger
financial health and helping set the stage for future financings
- New Shares for Debt totaling $568,710.61 to clear quarterly Board Fees, payments to Officers and
Management for backdated salary, and some creditors, priced at 0.23, aligning these parties along
with investors from the Company’s most recent capital raise.
OTCQB Uplisting
In a move to align itself with the increasing interest from the investment community in the United States,
Element79 Gold Corp is pleased to announce that it has applied to upgrade its position in the public
markets and increase its visibility to a wider r ange of investors by up-listing its common shares listed for
the trading from the current OTC Verified Pink listing to the OTCQB Venture Market (OTCQB).
The OTCQB is the premiere marketplace for entrepreneurial and development stage US and international
companies that are committed to providing a high-quality trading and information experience for their US
investors. To be eligible to trade on the OTCQB, c ompanies must be current in their financial reporting,
pass a minimum bid price test, and undergo a company verification and management certification process
every six months.
The listing of the Company’s common shares on the OTCQB remains subject to the approval of the OTCQB.
Future announcements will be made regarding the status of the OTCQB application.
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Significant Reduction of Debt
As previously reported, in conjunction with the sale proceeds of Maverick Springs, the Company confirms
the complete and final paydown of the Waterton Contingent Value Rights agreement; a total of CAD
$2,200,000 was paid in this regard, counting all principal, interest and fees.
Further capital derived from the sale of Maverick Springs has been used to pay down and close out
additional loans and large accounts payable; final amounts will be confirmed in the Company’s upcoming
3rd Quarter financial statements, which are currently o n track to be completed on or before their due
date.
Shares for Debt
Pursuant to settlement agreements, the Company has agreed to issue an aggregate of 1,244,396 common
shares (“Shares”) at a deemed price of $0.23 per Share (the “Share Settlement”).
The Company anticipates closing the Share Settlement on or about June 14, 2024. The Share Settlement
will settle $235,210.61 in debts owed to the creditors, which is a full settlement for the total amount of
bona fide debts owed to the creditor.
The board of directors of the Company has determined that it is in the best interests of the Company to
settle the outstanding debts by the issuance of the Shares to preserve the Company's cash for working
capital.
The Company further announces the issuance of 1,244,396 Shares at a deemed value of $0.23 per Share
to two insiders pursuant their respective consulting agreements in which there was a trigger event (the
“trigger shares”) due to an issuance of shares to a control person as previously announced on November
17, 2023, and approved by shareholders at a special meeting held December 19, 2023.
The insider portion of the Share Settlement including the trigger shares, is an aggregate of $333,500 and
is exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument
61-101 ("MI 61-101") by virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101
in that the fair market value of the consideration for the securities of the Company to be issued to insiders
does not exceed 25% of its market capitalization. All Shares issued to settle the debt are subject to a hold
period of four months and one day from the date of issuance.
About Element79 Gold Corp.
Element79 Gold is a mining company focused on gold and silver committed to maximizing shareholder
value through responsible mining practices and sustainable development of its projects. Element79 Gold's
focus is on developing its past-producing, high-grade gold and silver mine, the Lucero project located in
Arequipa, Peru, with the intent to restart production in 2024.
The Company also holds a portfolio of 5 properties along the Battle Mountain trend in Nevada, with the
Clover and West Whistler projects believed to have significant potential for near -term resource
development. Three properties in the Battle Mountain Portfolio are under contract for sale to Valdo
Minerals Ltd., with an anticipated closing date in the first half of 2024.
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The Company 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 subsidiary, Synergy Metals Corp, and is advancing through the
Plan of Arrangement spin-out process.
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
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 prospec ts 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 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 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 expre ssions) 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.