Lode Gold Resources Inc.’s proposed plan of arrangement for the tax-efficient spinout of Gold Orogen was approved at the company’s annual general and special meeting of shareholders held on March 10, 2025.

The resolution approving the arrangement was required to be passed by: (i) the affirmative vote of at least two-thirds of the votes cast by shareholders of the company present in person or represented by proxy and entitled to vote at the meeting; and (ii) the affirmative vote of at least two-thirds of the votes cast by company shareholders, optionholders and warrantholders, voting as a single class, present in person or represented by proxy and entitled to vote at the meeting.

The hearing of application for the final order in respect of the arrangement is scheduled for March 14, 2025. Closing of the arrangement remains subject to, among other things, receipt of approval from the TSX Venture Exchange, the Canadian Securities Exchange and Great Republic Mining shareholder approval.

Upon closing of the arrangement, Lode Gold shareholders will receive one new Lode Gold share and 0.5739 of a common share of the resulting issuer (Gold Orogen) for each Lode Gold share held prior to the completion of the arrangement. Upon completion of the spinoff, the companies will be structured as follows.

Gold Orogen (SpinCo. — Yukon and New Brunswick)

Gold Orogen is an exploration pure play with two choice assets. Both assets are located in highly prospective areas, and each can potentially be a company maker and a stand-alone asset.

Asset 1: Yukon:

• 27-kilometre strike, 99.5 square kilometres in Yukon on the prolific Tombstone belt (Snowline and Sitka);
• A total of four reduced intrusive targets (reduced intrusion-related gold systems similar to Snowline).

Confirmed on Win:

• Signature host rocks, hornfels and reduced intrusives.

Asset 2: New Brunswick:

• One of the largest land packages in the province at 445 square kilometres;
• Similar geological setting to New Found Gold, Galway, Calibre Mining-Equinox Gold and Puma-Kinross;
• Confirmed gold endowment — mineralized rhyolites (same geology as Puma-Kinross).

Lode Gold (parent: California): underground mine potential (previously mined at 10.7 grams per tonne gold)

The Fremont gold project is located on the Mother Lode belt on patented private land in Mariposa county, California, United States. Lode Gold is the first owner since the mining suspension in 1942 to evaluate the project as an underground mining opportunity:

• Fremont: four-kilometre strike on the Mother Lode belt;
• Private patented land: 3,351 acres, 100 per cent owned in Mariposa county (need county approval; five supervisors oversee county) (county: 17,000 and town: 2,000 people);
• California: 700 permitted mines and 14 gold mines;
• 2025 mineral resource estimate of 1.3 million ounces of gold at 4.4 g/t Au (previously mined in the 1930s at 10.7 g/t);
• 2025 drilling campaign: target 400,000 more ounces of gold;
• Typical orogenic deposit with structural controls;
• Three stepout holes hit structure and were mineralized (up to 1,300 metres);
• Two nearby mines were up to 1,800 m deep at 13 g/t;
• Brownfield project with 23 kilometres of underground workings and over 43,000 m drilled (cores preserved);
• Only 8 per cent of the 2025 MRE exploited; mostly in the first 250 m; much has been left unmined;
• 2023 MRE: one Moz (measured and indicated) and two Moz (inferred);
• 2023 preliminary economic assessment: underground mining cost of $63.60 per tonne;
• 2023 PEA at $2,000 (U.S.) per oz Au: after-tax net present value (5 per cent) $370-million (U.S.), 31-per-cent internal rate of return and 11-year life of mine;
• Close to road, rail, power and water;
• Mine suspended in 1942 for the war effort.

Other matters

Shareholders voted in favour of all other matters of business before the meeting, including the continuation of the company into British Columbia. Each of the matters is set out in detail in the management information circular of the company dated Dec. 27, 2024, available on the company’s SEDAR+ profile.

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. In Canada, its Golden Culvert and WIN Projects in Yukon, covering 99.5 km² 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. A total of four RIRGS targets have been confirmed on the property. A NI 43-101 technical report has been completed in May 2024. 

In New Brunswick, Lode Gold has created one of the largest land packages with its Acadian Gold JV Co; consisting of an area that spans 445 km² and a 44 km strike. McIntyre Brook covers 111 km² and a 17-km strike in the emerging Appalachian/Iapetus Gold Belt; it is hosted by orogenic rocks of similar age and structure as New Found Gold’s Queensway Project. Riley Brook is a 335 km² package covering a 26 km strike of Wapske formation with its numerous felsic units. A NI 43-101 technical report has been completed in August 2024. 

In the United States, the Company is advancing its Fremont Gold project. This is a brownfield project with over 43,000 m drilled and 23 km of underground workings. It was previously mined at 10.7 g/t Au in the 1930’s. Mining was halted in 1942 due the gold mining prohibition in World War Two (WWII) just as it was ramping up production. Unlike typical brownfield projects that are mined out; only 8% of the veins have been exploited. The Company is the first owner to investigate an underground high grade mine potential at Fremont. The project is located on 3,351 acres of private and patented land in Mariposa County. The asset is a 4 km strike on the prolific 190 km Mother Lode Gold Belt, California that produced over 50,000,000 oz of gold and is instrumental in creating the towns, businesses and infrastructure in the 1800s gold rush. It is 1.5 hours from Fresno, California. The property has year-round road access and is close to airports and rail. An NI 43-101 MRE has been reported on March 5, 2025. A complete technical report will be filed 45 days later on SEDAR+. 

Previously, in March 2023, the company completed an NI 43 101 Preliminary Economic Assessment (“PEA”) for the Fremont Gold project. A sensitivity to the March 31, 2023 PEA at USD $2,000/oz gold gives an after-tax NPV of USD $370M and a 31% IRR over an 11-year LOM. At $1,750 /oz gold, NPV (5%) is $217M. 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 of Fremont property. Three step-out holes at depth (up to 1200 m) hit structure and were mineralized. All NI 43-101 technical reports are available on the Company’s profile on SEDAR+ (www.sedarplus.ca) and the Company’s website (www.lode-gold.com) 

ON BEHALF OF THE COMPANY 

Wendy T. Chan, CEO & Director 

Information Contact 

Winfield Ding 
CFO 
info@lode-gold.com  
+1-(604)-977-GOLD (4653) 

Kevin Shum 
Investor Relations 
kevin@lode-gold.com  
+1 (604) -977-GOLD (4653) 
 
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.