Toronto, Ontario – (Newsfile Corp. – August 26 2024) – Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: SBMIF) (“Lode Gold ” or the “Company”) is pleased to announce it has entered into a definitive agreement with Fancamp Exploration Ltd. (“Fancamp”) for a $3.5 million investment (the “Investment Agreement”) into the Company, and into the Company’s wholly-owned subsidiary, Gold Orogen. As part of the Investment Agreement, Fancamp will also transfer its interest in the Riley Brook Property (309 km²) in New Brunswick into a joint venture between Gold Orogen and Fancamp. As a result, Fancamp will become a key shareholder of Lode Gold and a 19.9% shareholder of Gold Orogen.

As per the May 15, 2024 news release the Company has set up a wholly owned subsidiary consisting of the Canadian exploration assets, Gold Orogen, and intends to conduct a tax efficient spin-out transaction (the “Spin Out”) and list the shares of Spin Co on a Canadian securities exchange. Upon completion of the Spin Out, Lode Gold shareholders will be entitled to shares of Gold Orogen.

The Investment Agreement and the transactions contemplated thereby are subject to TSX Venture Exchange (the “Exchange”) acceptance.

Key Highlights:

• Investment Agreement forms the basis of the creation of one of the largest landowners in New Brunswick with mineral rights spanning 420km² in a highly prospective belt that has seen many exciting discoveries: Dalradian, New Found Gold and Calibre Mining, among others
• Gold Orogen (the “Spin Co”) will have strategic interests in four key exploration assets in two emerging orogenic gold camps in North America: Yukon and New Brunswick.
• Fancamp will become an additional strategic investor of Lode Gold, and a 19.9% shareholder of Gold Orogen
• Subject to approval, Lode Gold shareholders will receive shares of Gold Orogen, on a tax efficient basis in addition to retaining shares of Lode Gold which will retain the Fremont property in California (NI 43-101 Resource – Indicated: 1.16 MOz at 1.90 g/t Au within 19.0 MT ; Inferred: 2.02 MOz at 2.22 g/t Au within 28.3 MT Inferred.  A sensitivity to the March 31, 2023 PEA: USD $370M After-Tax NPV (5%), 31% IRR, 11-year LOM at USD $2,000/oz Au).

Fancamp’s investment will be allocated accordingly with $500,000 into Lode Gold and $3.0 million into Gold Orogen. $2 million is designated as flow through eligible spend in Yukon and New Brunswick. Fancamp and Gold Orogen will also form a 50-50 joint venture on the New Brunswick assets consisting of Fancamp’s Riley Brook and Gold Orogen’s McIntyre Brook. Lode Gold will provide management and technical leadership, while Fancamp will provide seasoned project management leadership, exploration and operational expertise.  Drilling is planned for both properties in the upcoming months.

Rajesh Sharma, President, CEO, and Director of Fancamp stated, “We have been watching the development of Lode Gold from afar since the management changeover late December last year and we have been impressed by the milestones achieved in the short period of time.  We believe this partnership with Lode Gold to create a JV Co that is a pure play exploration company with one of the largest land holdings in New Brunswick is a significant milestone for Fancamp.  This, potentially, can be a district play.”

Wendy T. Chan, CEO and Director of Lode Gold comments, “This partnership is a milestone development for Lode Gold and Gold Orogen. Each of our assets in New Brunswick and Yukon could individually be considered as cornerstone assets in their own standalone companies, importantly with the addition of 309 km² of Fancamp’s Riley Brook property, we are now adding considerable exploration and discovery leverage to our portfolio of assets. This is a synergistic, strength on strength merger. Furthermore, we now have 4 (instead of 3) strong shareholders that are well-funded, engaged and aligned with our vision and plans and together they own over 60% of our company.”

Buddy Doyle, VP of Exploration, Lode Gold, comments, “Examining our McIntyre Brook project and the data on neighboring properties, such as Puma’s, reveals a pattern of mineralization with shared characteristics:

1. Strong structural control
2. Lithological control of structure – Mineralisation is focused along the hanging wall of contrasting rock types, mainly with felsic rocks on the hanging wall , with meta-sediments in the footwall.
3. Gold mineralization, occurs along with other minerals – The presence of iron-carbonates, iron oxides, along with sulphides are noted at most occurrences.
4. Similar Formation Age – A constrained time-period of mineralization centered around 420 million years (BP), +/- 10my, concurrent with the closure of the Iapetus Ocean in the Devonian and the associated tectonics.
5. Hosted in the Wapske Formation –  This Devonian aged formation stands out as it hosts the felsic rock types that seem to provide the lithological control to localize gold mineralization.  

The Company’s McIntyre Brook holdings comprise of a 111 km² land package, in an area with excellent infrastructure, near Highway 180.  The McIntyre Brook holdings are situated in the core of the Appalachian/Iapetus Gold belt, known for several recent gold discoveries such as Galway, Puma Exploration, and New Found Gold.  Notably, Puma, adjacent to Lode Gold’s McIntyre Brook, had exploration success at Lynx which trends onto our grounds. These trends will receive high-priority exploration focus.”  The Company cautious readers that resource or reserves on adjacent or nearby properties may not be indicative of what may be found at Company’s properties.

In 2019 the Company successfully completed 2 exploration holes, totaling 290m, that intersected 20m @ 1.2g/t Au (with 2m @ 5.73 g/t Au from 68m) from 57m in the first hole and 16m @ 0.85g/t Au (with 1m @ 5.08 g/t Au from 73m) in the second hole, which was 50m from the first hole. True widths are yet unknown. The holes tested the centre of a 400m long trench that had semi-continuous grab and chip rock samples that carried gold.  This prospect is considered our highest priority target. There are numerous other prospects on the McIntyre Brook project including Moose Brook, Inlet Brook, Big Pit, Malachite/Ramsay Pitre and Tardiff Brook gold prospects. These prospects are mineralized with gold base metals and cobalt and deserve further investigation. High grade samples from these prospects are highlighted in Figure 1. The Fancamp’s Riley Brook is a 309 km² 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 many focused on the base metals – the Company is the first to focus on and assay for gold. Much of the previous work mentions alteration in similar geological setting where Puma and the Company are now discovering gold mineralization but did not realize the gold potential. Historic drill holes and rock assays report up to 1m @ 4.2 g/t Au and there are numerous base metal and silver intercepts.

The joining of the McIntyre Brook and Riley Brook projects will make the JV Co a major land holder in the Wapske Formation play, with 420km² of claims and many obvious synergies, starting with a planned V-TEM airborne geophysical survey to be flown over both properties.

The Gold Orogen and JV Co leadership, management and technical team will be led by:

Wendy T. Chan, President, CEO & Director – Lode Gold/Gold Orogen

With over 20+ years of experience in developing and executing strategic plans for Fortune 500 companies and entrepreneurial ventures with global reach, Wendy has led many strategic assignments. She has extensive operational experience leading cross-functional teams and negotiating multi-million-dollar projects; having successfully managed businesses with full P&L responsibilities.  She worked on key development initiatives including joint ventures, strategic alliances, mergers, and acquisitions in mining (Skeena Resources, Sunridge, Roxgold, Novo Resources, Vendetta, Cordova) and other industries (Johnson & Johnson, Ortho-McNeil, GSK-Glaxo SmithKline) across Asia, Australia, Africa, North America, and South America.  Wendy has a Bachelor of Science degree from the University of British Colombia, an MBA in Finance and Marketing from McGill University, and ICD.D designation, Rotman- University of Toronto.            

Rajesh Sharma, President,  CEO & Director – Fancamp

With over 25 years of leadership experience in mining, exploration, metals, and international trade, Rajesh has held extensive executive roles in varying capacities:  Advancing exploration and mining projects, including evaluating investments, spearheading acquisitions, and managing global businesses. His past positions include Executive in Residence at Investissement Quebec, CEO and Board Member of TSMC, Board Member of SFPPN, PPP for Port at SFPPN, CEO and Board Member of Black Ginger 461 Pty Ltd (Tata’s investment arm for mineral projects in Africa), and Board Member of Tata Steel Cote D’Ivoire. Rajesh holds degrees in management and engineering and completed a scholarship program on Globalization and Leadership from the London School of Economics. He was awarded the ICD.D designation by the Institute of Corporate Directors, Rotman- University of Toronto.     

Buddy Doyle, VP Exploration – Lode Gold/Gold Orogen

Buddy brings 40 years of mineral exploration experience, including over 23 years at Rio Tinto, where he led the discovery and development of the multi-billion-dollar Diavik diamond mine. In 2004, he received the Hugo Dummitt Award for excellence in diamond exploration. He was instrumental in discovering, expanding, and delineating the Lihir Gold deposit, which now exceeds 50 Moz gold. From 2004 to 2017, as CEO and founder of Amarillo Gold he oversaw the delineation, permitting, and decision to mine process for the Mara Rosa Gold project in Brazil, which was sold to Hochschild for CND $184M and is now producing gold. He holds a BSc. in Applied Geology from the Queensland University of Technology and is a Fellow of the AUSSIM, a professional organization.

Charles Tarnocai – Director and Technical Advisor – Fancamp

Charles has a strong technical background and extensive international experience in mining and mineral exploration. He served on the board of directors of GT Gold Corp from January 2018 to May 2021, where he chaired the Technical Committee. From 2008 to 2015, he was Vice President of Corporate Development at Alamos Gold Inc., overseeing the identification, evaluation, and acquisition of mining projects at various stages. Prior to this, Charles was Chief Geologist at Oro Gold Resources Ltd. and a Research Geologist at Placer Dome Inc. He holds a BSc. in Geology from Brock University and a Ph.D. in Geological Sciences from the University of Ottawa.

Francois Auclair – VP Exploration – Fancamp           
Francois is a professional geologist with over 25 years of international experience, specializing in advancing exploration projects towards mining development. He has held numerous senior roles, including CEO and co-founder of Algold Resources, where he selected high-potential projects and secured financing for the startup. Under his leadership, Algold delineated over one million ounces of gold at the Tijirit Project in Mauritania. Before Algold, he was the CEO of Nimini Gold, where he led the development of the Komahum gold deposit in Sierra Leone. As General Manager of Tasiast SA, he contributed to developing the Tasiast Gold Mine in Mauritania with Rio Narcea. Francois holds an MSc. in Geology and Geochemistry from Université de Montréal, is fluent in French and English, and is a Qualified Person, being a member of l’Ordre des Géologues du Québec and a Fellow of the Geological Association of Canada.

Under the terms of the Investment Agreement, subject to Exchange approval, at closing, among other things:

Fancamp agreed to:

• Purchase for $500,000 a total of 14,285,714 special warrants of Lode Gold at $0.035 per unit.  Each unit immediately upon completion of the Spin Out will convert to one common share of Lode Gold and one 2-year Lode Gold share purchase warrant with an exercise price of $0.05 per share. If fully exercised, the warrant subscription proceeds will total an additional $714,286;
• Invest $2,500,000 into Spin Co in exchange for 19.9% of the issued and outstanding shares of Spin Co;
• Incorporate a 50/50 JV Co with Spin Co where Fancamp will be the Operator;
• Retain the right, but not the obligation, to nominate and have appointed a Director to the Board of Spin Co as long as its shareholdings in Spin Co remains 10% or more;
• Transfer its Riley Brook property (309 km² package covering a 25 km strike of Wapske formation) to JV Co.

 Lode Gold agreed to:

• Transfer and assign its interest in Golden Culvert (Confirmed gold endowment: Surface samples up to 320g/t; average 13 g/t; >4,500m drilled with economic intercepts at 50 gram meters) and WIN (with confirmed Reduced Intrusive Related Gold Systems (RIRGS)  in Yukon (99.5 km² package. 27km strike on the Tombstone Belt) to Spin Co;
• Transfer and assign its interest in McIntrye Brook (111 km² package on the Iapetus Suture with confirmed gold endowment, 2 holes drilled intersecting 20m @ 1.2g/t Au (with 2m @ 5.73 g/t Au from 68m) from 57m in the first hole and 16m @ 0.85g/t Au (with 1m @ 5.08 g/t Au from 73m) in New Brunswick to JV Co;
• Complete the Spin Out and list in a Canadian stock exchange and raise an aggregate of $1,500,000 by March 31, 2025;
• Issue additional shares or cash to Fancamp if Gold Orogen is unable to complete in part or whole the aggregate of $1,500,000 and/or Spin Out is not completed by March 31, 2025. 

A copy of the Investment Agreement is available on the Company’s profile on SEDAR+ (www.sedarplus.ca).

Share Consolidation

Following feedback and support from shareholders, Lode Gold intends to consolidate of all of the issued and outstanding Shares on the basis of one (1) post-consolidated Share for every ten (10) pre-consolidated Shares held (the “Consolidation”), subject to approval of the Exchange. The Consolidation was approved by the Company’s shareholders at the annual and special meeting held on July 6, 2023. A Consolidation of shares materially reduces the share count while making the underlying shares more investable to international shareholders.

The effective date of the Consolidation will be announced in a separate news release following approval from the Exchange. As a result of the Consolidation, it is expected that the: 380,329,440 shares which are currently issued and outstanding will be reduced to approximately 38, 032,944 shares, subject to rounding. No fractional Shares will be issued as a result of the Consolidation. Any fractional share interest of 0.5 or higher arising from the Consolidation will be rounded up to one whole Share, and any fractional share interest of less than 0.5 will be cancelled. The Company’s name and stock symbols will remain unchanged following the Consolidation.       

Shareholders who hold their Shares through a securities broker or other intermediary and do not have Shares registered in their name will not be required to take any measures with respect to the Consolidation. Letters of transmittal with respect to the Consolidation will be mailed to all registered shareholders of the Company. All registered shareholders who submit a duly completed letter of transmittal along with their respective share certificate(s) representing the pre-consolidated Shares to the Company’s transfer agent, Odyssey Trust Company, will receive a certificate representing the post-consolidated Shares.

The Company believes that the Consolidation may have the effect of, among other things: increasing the interest of the financial community in the Company; improving trading liquidity; and improving the Company’s position to obtain financing and pursue new opportunities.

About Lode Gold

Lode Gold (TSX.V: LOD) is a 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, 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. 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).

Its McIntyre Brook Project, New Brunswick, covering 111 km² 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 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.  

About Fancamp

Fancamp is a growing Canadian mineral exploration company focused on creating value through medium-term growth and monetization opportunities with its strategic interests in high-potential mineral projects, royalty portfolio and mineral properties. The company is focused on an advanced asset play poised for growth and selective monetization with a portfolio of mineral claims across Ontario and Quebec, Canada, including copper, gold, zinc, titanium, chromium, strategic rare-earth metals and others. The company continues to identify near-term cash-flow-generating opportunities and in parallel aims to advance its investments in strategic mineral properties. Fancamp has investments in an existing iron ore operation in the Quebec-Labrador Trough, a rare earth elements company, NeoTerrex Minerals, in addition to an investment in a zinc mine planned to be restarted in Nova Scotia. The company has future monetization opportunities from its Koper Lake transaction in the highly sought-after Ring of Fire in Northern Ontario. Fancamp is developing an energy reduction and titanium waste recycling technology with its advanced titanium extraction strategy. The company is managed by a focused leadership team with decades of mining, exploration and complementary technology experience.

QA/QC, Assay descriptions for the drill holes reported

The drill hole results from Lode Gold’s 2019 drill program were obtained by sampling sawn drill, at 1m intervals, with one-half secured in plastic bags sealed with cable wrap ties, the other half of the core is now stored in the government core facility in Madran. The plastic bags were delivered to the Actlabs preparation facility in Fredericton, New Brunswick where they were crushed to 80% passed a 2mm sieve. A 250g split was pulverized until better than 95% passed a 105-micron screen. Gold was analyzed on a 30-gram sub-sample by Instrumental Neutron Activation Analysis (INAA) and with a four-acid digestion followed by ICP finish at the Ancaster, Ontario lab facility. In addition to the quality assurance and quality control program performed by Actlabs, Lode Gold personnel insert internationally certified standards and blanks into the sample stream at the rate of one QA/QC sample for every 15 samples and maintain a program of duplicate sampling on pulp rejects.

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
CFOinfo@lode-gold.com
+1-416-915-4257

Kevin Shum
Investor Relations
kevin@jeminicapital.com                                          
+1 (647) 725-3888 ext. 702

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[1] See Puma Exploration Inc.’s news release dated September 15, 2021.