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Element79 Gold Corp. Capital/Financing Update 2024

May 8, 2024

47979_rns_2024-05-08_ca1a8fe9-a8dc-4db0-85eb-6a7708af2fa7.pdf

Capital/Financing Update

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Element79 Gold Corp Successfully Closes Maverick Springs Option Agreement

Strategic Transaction Empowers Company's Growth Trajectory

VANCOUVER, BC / THENEWSWIRE / May 8th, 2024 – Element79 Gold Corp. (CSE: ELEM) (OTC: ELMGF) (FSE: 7YS) ("Element 79" , the "Company") proudly announces the successful exercise of the Binding Op�on Agreement (“The Acquisi�on Agreement”) with Sun Silver Limited (formerly Green Power Minerals Pty Ltd. “Sun Silver”) for the closing of the sale of the Maverick Springs Project to Sun Silver.

Highlights

  • Since Acquisi�on in 2021, the Company has worked to advance the project, including an updated 43-101 compliant inferred resource of 3.71Moz[i] AuEq.

  • In seeking funding partners for the development of the Maverick Springs project, management nego�ated and subsequently engaged with Sun Silver in August 2023 via a Binding Op�on Agreement.

  • As the Company is now focused on advancing the high-grade Lucero Project with near term produc�on poten�al in Peru, this transac�on allows realizing enhanced value for Mavericks Springs from an adjusted CAD $3.337M acquisi�on and carrying cost to a final sale value of CAD $5.033M an increase in value of $1,696M, or 51% ROI within 28 months.

  • Sale proceeds will generate a total of CAD $4,400,000 cash and 3,500,000 ordinary shares in Sun Silver priced at AUD$0.20 (fair market value AUD $700,000.) which are expected to be listed Australian Stock Exchange (“the ASX”) on or around May 15, 2024.

  • CAD $2,200,000 of cash sale proceeds will be used to pay out the loan associated with the Waterton Con�ngent Value Rights Agreement

  • Remaining funds will fuel development of other corporate projects, opera�ons and reduce both capital debt and accounts payable.

The Asset Sale Transac�on

The Company entered into the Acquis�on Agreement on August 31, 2023, and it was subsequently extended and amended on January 12, 2024, and March 18, 2024. The fulfillment of all requisite condi�ons resulted in the exercise of the op�on on May 3, 2024, by Sun Silver pursuant to the Acquisi�on Agreement. The transac�on and associated transfer of all the Maverick Springs assets has been successfully completed as of May 7, a�ermarket trading hours, ahead of the lis�ng of Sun Silver Limited's ordinary shares of the ASX, expected to occur on May 15, 2024. See the Company’s press releases dated August 31, 2023; October 23, 2023; January 17, 2024, and March 18, 2024, for further details on the transac�on.

"The successful closing of the transac�on highlights Element 79's steadfast dedica�on to execu�ng its strategic roadmap," said James Tworek, CEO of Element 79 Gold Corp. "This is a cri�cal milestone in the Company’s history: it stands as proof of our team’s ability to generate value through project execu�on, and indicates a poten�al turning point in our ongoing mission to build a stronger and more focused company; it reinforces diligent financial management by to clearing up the balance sheet from past

endeavours, and it provides non-dilu�ve capital to support opera�ons and advance strategic explora�on programs on our core proper�es to generate further value for our investors.“

Payment Terms

In accordance with the Acquisi�on Agreement, Element79 has received total cumula�ve cash considera�on of C$4,400,000 ($265,872 of which was previously paid to the Company by Sun Silver in respect of op�on fees under the Acquisi�on Agreement), in addi�on to 3,500,000 fully paid ordinary shares of Sun Silver, solidifying the Company's support for Sun Silver and in the ongoing belief in the Maverick Springs property, reaffirming its commitment to driving sustainable growth and long-term value crea�on for its shareholders.

As required per the terms of the Waterton Con�ngent Value Rights Agreement, announced March 23, 2023, the Company has directed $2,200,000 of the sale proceeds to paying off and closing the Waterton loan facility including fees.

Having completed the sale of the Maverick Springs project, the Company is seeking to to intensify its efforts toward con�nued explora�on and op�miza�on of its flagship property, Lucero (Peru), with the inten�on to foster innova�on and sustainable development across its opera�ons.

Chachas Community Update

As outlined in the Company’s news release from April 25, 2023, the Chachas Community General Mee�ng did take place and the Chachas Community con�nues to ra�fy its own Charter prior to comple�ng any addi�onal contract approvals for third par�es such as Element79 Gold Corp. Through its local contacts and its contracted community rela�ons teammates, the Company has been reaffirmed of the local support for its projects and pending agreements for its use of and right of way on the lands. As the Company waits for the final approval, it con�nues to review strategic regional M&A opportuni�es.

About Element79 Gold Corp.

Element79 Gold is a mining company focused on gold and silver commited to maximizing shareholder value through responsible mining prac�ces 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 produc�on in 2024.

The Company also holds a por�olio of 5 proper�es along the Batle Mountain trend in Nevada, with the Clover and West Whistler projects believed to have significant poten�al for near-term resource development. Three proper�es in the Batle Mountain Por�olio are under contract for sale to Valdo Minerals Ltd., with an an�cipated closing date in the first half of 2024.

In Bri�sh Columbia, Element79 Gold has executed a Leter of Intent and funded a drilling program to acquire a private company that holds the op�on to 100% interest of the Snowbird High-Grade Gold Project, which consists of 10 mineral claims located in Central Bri�sh Columbia, approximately 20km west of Fort St. James.

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The Company has an op�on 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 informa�on about the Company, please visit www.element79.gold

Contact Informa�on For corporate matters, please contact:

E-mail: [email protected]

For investor relations inquiries, please contact:

Investor Rela�ons Department Phone: +1.403.850.8050 E-mail: [email protected]

Cau�onary Note Regarding Forward-Looking Statements

This press contains "forward-looking informa�on" and "forward-looking statements" under applicable securi�es laws (collec�vely, "forward-looking statements"). These statements relate to future events or the Company's future performance, business prospects or opportuni�es that are based on forecasts of future results, es�mates of amounts not yet determinable and assump�ons of management made considering management's experience and percep�on of historical trends, current condi�ons 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; explora�on ac�vi�es; the �ming and result of explora�on ac�vi�es; capital projects and explora�on ac�vi�es and the possible results thereof; acquisi�on opportuni�es; and the impact of acquisi�ons, if any, on the Company. Assump�ons may prove to be incorrect and actual results may differ materially from those an�cipated. Consequently, forward-looking statements cannot be guaranteed. As such, investors are cau�oned not to place undue reliance upon forward-looking statements as there can be no assurance that the plans, assump�ons or expecta�ons 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 predic�ons, expecta�ons, beliefs, plans, projec�ons, objec�ves or future events or performance (o�en, but not always, using words or phrases such as "seek", "an�cipate", "plan", "con�nue", "es�mate", "expect", "may", "will", "project", "predict", "forecast", "poten�al", "target", "intend", "could", "might", "should", "believe" and similar expressions) are not statements of historical fact and may be "forward-looking statements".

Actual results may vary from forward-looking statements. Forward-looking statements are subject to known and unknown risks, uncertain�es and other factors that may cause actual results to materially differ from those expressed or implied by such forward-looking statements, including but not limited to: the dura�on and effects of the coronavirus and COVID-19; risks related to the integra�on of acquisi�ons; actual results of explora�on ac�vi�es; conclusions of economic evalua�ons; changes in project parameters as plans con�nue to be refined; commodity prices; varia�ons in ore reserves, grade or recovery rates;

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accidents; labour rela�ons; rela�ons with local communi�es; changes in na�onal or local governments; changes in applicable legisla�on or applica�on thereof; delays in obtaining approvals or financing or in the comple�on of development or construc�on ac�vi�es; exchange rate fluctua�ons; requirements for addi�onal capital; government regula�on; environmental risks; reclama�on expenses; outcomes of pending li�ga�on; limita�ons on insurance coverage as well as those factors discussed in the Company's other public disclosure documents, available on www.sedarplus.ca. Although the Company has atempted to iden�fy important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as an�cipated, es�mated or intended. The Company believes that the expecta�ons reflected in these forward-looking statements are reasonable, but no assurance can be given that these expecta�ons will prove to be correct and such forward-looking statements included herein should not be unduly relied upon. These statements speak only as of the date hereof. The Company does not intend, and does not assume any obliga�on, to update these forward-looking statements, except as required by applicable laws.

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.

Inferred Resource of 3.71MMoz AuEq (1.37MMoz Au and 175MMoz Ag) (see 43-101 technical report titled: Amended Technical Report on the Maverick Springs Project, Nevada, USA, by Allan Armitage, PhD., P.Geo, and Rohan Millar, B.Sc. P.Geo., dated October 7, 2022, available on SEDAR).

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