Lode Gold Resources Inc. (TSX-V: LOD) (OTCQB: SBMIF) is pleased to announce it has obtained conditional approval from the TSXV and closed the transaction with Fancamp Exploration Ltd. pursuant to the definitive Investment Agreement for $3.5 million investment that the Company announced in its August 27, 2024 news release. $500,000 goes into the Company for subscription of 14,285,714 Special Warrants of the Company, each Special Warrant, at $0.035 per unit, upon completion of the Spin Out, will convert to one common share of Lode Gold and one 5-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; $3,000,000 goes into the Company’s wholly-owned subsidiary Gold Orogen, for 5,423,078 common shares or 19.9% of Gold Orogen. As part of the Investment Agreement, the Company has transferred its interests in the McIntyre Brook Property (111 km²) and Fancamp transferred its interests in the Riley Brook Property (309 km²), both located in New Brunswick, into a 50/50 joint venture between Gold Orogen and Fancamp, that is called Acadian Gold Corp. The Company has also transferred its interest in its Golden Culvert and WIN Property to Gold Orogen. Fancamp has become a key shareholder of Lode Gold and a 19.9% shareholder of Gold Orogen.

Details of the transaction were disclosed in the Company’s August 27, 2024 news release.

The transaction remains subject to final acceptance of the TSX Venture Exchange. The proceeds from the Special Warrant financing will be used for general and administrative costs, including transaction costs, and on the Company’s Fremont property. The Special Warrants and the securities acquired on conversion thereof are subject to a four-month hold period from the closing date under applicable Canadian securities laws.

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

About Lode Gold

Lode Gold 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, 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 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, Quebec and New Brunswick, 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 Inc., a copper-gold exploration company, Platinex Inc., in addition to an investment in a near term cash flow generating zinc mine, EDM Resources Inc. 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.