Lode Gold Signs Definitive Agreement to Execute Tax-Efficient Spin-Out, Creating Two Pure Play Companies
Lode Gold Signs Definitive Agreement to
Execute Tax-Efficient Spin-Out, Creating Two
Pure Play Companies
Toronto, Ontario--(Newsfile Corp. - October 22, 2024) -
Lode Gold Resources Inc. (TSXV: LOD)
(OTCQB: SBMIF) ("Lode Gold " or the "Company")
is pleased to announce its wholly-owned
subsidiary, ("1475039 B.C. Ltd." or "Gold Orogen") has entered into a binding Definitive Agreement
(DA) on October 21, 2024 to acquire Great Republic Mining ("GRM", "Great Republic" or CSE: GRM),
pursuant to which the GRM and the Company's subsidiary propose to complete a Reverse Take Over
(RTO) transaction pursuant to which GRM will acquire all of the issued and outstanding shares of the
Company's subsidiary. It will be a tax efficient spin out: shareholders of Lode Gold will receive shares of
Gold Orogen.
Transaction details, terms, and condition of the deal remain the same as in the Letter of Intent previously
announced and can be read on its
August 27th, 2024 news release
.
The new company, Gold Orogen will have assets in two highly prospective areas in Canada: Yukon and
Atlantic Canada. It will be a focused exploration pure play company. It will launch with funding of over $3
million dollars, with a plan to raise an additional $1.5 million. Work programs being executed or planned
include: VTEM, SQUID
T
, Soil Analysis, Geological Mapping, Trenching and Drilling in the next 12
months.
Wendy T. Chan, CEO of Lode Gold states, "We are very glad to have achieved yet another milestone,
thanks to the hard work of our team. As promised in our business plan, we have now finalized definite
spin out plans. It will be a tax efficient plan of arrangement. We will create two pure play companies to
unlock value for shareholders. We have also initiated work programs in Yukon and New Brunswick, post
raising over $4 million in the last two financings."
About Lode Gold
Lode Gold (TSXV: LOD) is an exploration and development company with projects in highly prospective
and safe mining jurisdictions in Canada and the United States.
Its Golden Culvert and WIN Projects in Yukon, covering 99.5 km
2
across a 27-km strike length,
are situated in a district-scale, high-grade-gold-mineralized trend within the southern portion of
the Tombstone Gold Belt.
Gold deposits and occurrences within the Belt include Fort Knox, Pogo,
Brewery Creek and Dublin Gulch, and Snowline Gold. A NI 43-101 technical report entitled "Technical
Report on the WIN-Golden Culvert Property for Lode Gold" with an effective date of May 15, 2024,
summarizing the work to date on these properties is available on the Company's profile on SEDAR+
(www.sedarplus.ca)
and on the Company's website (
www.lode-gold.com
).
In New Brunswick, Lode Gold has created one of the largest land packages with a 42km strike
within 420km
2
. Its McIntyre Brook Project, New Brunswick, covering 111 km
2
and a 17-km
strike length in the emerging Appalachian/Iapetus Gold Belt
, is surrounded by Puma Exploration's
Williams Brook Project (5.55 g/t Au over 50m)
1
and is hosted by orogenic rocks of similar age and
structure as New Found Gold's Queensway Project.
The Fancamp's Riley Brook is a 309 km
2
package covering a 25 km strike of Wapske formation with its numerous felsic units.
Previous
exploration efforts have focused on just VMS-style mineralization hosted in the felsic intrusions, and
mostly focused on the base metals - the Company is the first to focus on and assay for gold. This
transaction will close upon Exchange's acceptance.
The Company is also advancing its Fremont Gold development project in the historic Mother
Lode Gold Belt of California where 50,000,000 oz of gold has been produced.
Fremont, located
500km north of Equinox Gold's Castle Mountain and Mesquite mines, has a Preliminary Economic
Assessment ("PEA") with an after-tax NPV (5%) of USD $217M, a 21% IRR, 11-year LOM, averaging
118,000 Oz per annum at USD $1,750 gold. A sensitivity to the March 31, 2023 PEA at USD $2,000/oz
gold gives an after-tax NPV (5%) of USD $370M and a 31% IRR over an 11-year LOM. The project
hosts an NI 43-101 resource of 1.16 MOz at 1.90 g/t Au within 19.0 MT Indicated and 2.02 MOz at 2.22
g/t Au within 28.3 MT Inferred.
The MRE evaluates only 1.4 km of the 4 km strike length of the Fremont
property which features five gold-mineralized zones. Significantly, three step-out holes at depth hit the
mineralized structure, typical of orogenic deposits that often occur at depth.
Fremont is located on
3,351 acres of 100% owned private land in Mariposa, the original Gold Rush County, and is 1.5
hours from Fresno, California. The property has year-round road access and is close to
airports and rail.
Please refer to the Fremont Gold project NI 43-101 PEA technical report dated March 31, 2023, which is
available on the Company's profile on SEDAR+ (
www.sedarplus.ca
) and on the Company's website
(
www.lode-gold.com
). The PEA technical report has been reviewed and approved by independent
"Qualified Persons" Eugene Puritch, P.Eng., FEC, CET, and Andrew Bradfield, P.Eng. both of P&E, and
Travis Manning, P.E. of KCA.
QUALIFIED PERSON STATEMENT
The scientific and technical information contained in this press release has been reviewed and approved
by Jonathan Victor Hill, Director, BSc (Hons) (Economic Geology - UCT), FAusIMM, and who is a
"qualified person" as defined by NI-43-101.
ON BEHALF OF THE COMPANY
Wendy T. Chan, CEO & Director
Information Contact
Winfield Ding
CFO
+1-416-320-4388
Kevin Shum
Investor Relations
+1 (647) 725-3888 ext. 702
Cautionary Note Related to this News Release and Figures
This news release contains information about adjacent properties on which the Company has no right to
explore or mine. Readers are cautioned that mineral deposits on adjacent properties are not indicative
of mineral deposits on the Company's properties.
Cautionary Statement Regarding Forward-Looking Information
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
This news release includes "forward-looking statements" and "forward-looking information" within the
meaning of Canadian securities legislation. All statements included in this news release, other than
statements of historical fact, are forward-looking statements including, without limitation, statements
with respect to the completion of the transaction and the timing thereof, the expected benefits of the
transaction to shareholders of the Company, the structure, terms and conditions of the transaction and
the execution of a definitive agreement, the timing of submission to the CSE and TSXV, Gold Orogen
raising an additional $1,500,000 and the anticipated use of proceeds. Forward-Looking statements
include predictions, projections and forecasts and are often, but not always, identified by the use of
words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget" and
"intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be
achieved and other similar expressions and includes the negatives thereof.
Forward-Looking statements are based on a number of assumptions and estimates that, while
considered reasonable by management based on the business and markets in which the Company
operates, are inherently subject to significant operational, economic, and competitive uncertainties,
risks and contingencies. These include assumptions regarding, among other things: that the
Company and GRM will be able to negotiate the definitive agreement on the terms and within the time
frame expected, that the Company and GRM will be able to make submissions to the CSE and TSXV
within the time frame expected, that the Company and GRM will be able to obtain shareholder
approval for the transaction, that the Company and GRM will be able to obtain necessary third party
and regulatory approvals required for the transaction, if completed, that the transaction will provide the
expected benefits to the Company and its shareholders.
There can be no assurance that forward-looking statements will prove to be accurate and actual
results, and future events could differ materially from those anticipated in such statements. Important
factors that could cause actual results to differ materially from the Company's expectations include
adverse market conditions, general economic, market or business risks, unanticipated costs, the
failure of the Company and GRM to negotiate the definitive agreement on the terms and conditions
and within the timeframe expected, the failure of the Company and GRM to make submissions to the
CSE and TSXV within the timeframe expected,
the failure of the Company and GRM to obtain
shareholder approval for the transaction, the failure of the Company and GRM to obtain all necessary
approvals for the transaction, and r other risks detailed from time to time in the filings made by the
Company with securities regulators, including those described under the heading "Risks and
Uncertainties" in the Company's most recently filed MD&A. The Company does not undertake to
update or revise any forward-looking statements, except in accordance with applicable law.
1
See Puma Exploration Inc.'s news release dated September 15, 2021.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/227250