Lode Gold Resources Inc. (TSX-V: LOD) (OTCQB: LODFF) is pleased to announce that it has now closed its previously announced non-brokered private placement offering for $1.0 million. In three tranches, the Company raised total gross proceeds of $1,513,768 through the issuance of 8,409,825 units of the Company at a price of $0.18 per Unit, (see related Company news first tranche, second tranche, and final tranche).

Each Unit consists of one common share of the Company and one common share purchase warrant. Each Warrant shall entitle the holder to purchase one Common Share at an exercise price of $0.35 per share for a period of 36 months following the date of closing. The Company may accelerate the Warrant expiry date if the Company’s shares trade at $0.65 or more for a period of 10 days, including days where no trading occurs.

In conjunction with the private placement finder’s fees of $16,039 will be paid in cash and 89,100 Finders’ Warrants will be issued. Each Finders’ Warrant shall entitle the holder to purchase one Common Share of the Company at an exercise price of $0.35 per share for a period of 36 months following the date of closing.

Insiders of the Company subscribed to 1,022,111 Units of the private placement.

All securities issued pursuant to this private placement, including common shares underlying the Warrants, are subject to a statutory hold period which expires 4 months from the date of closing.

The completion of the private placement remains subject to the final acceptance of the TSX Venture Exchange.

The proceeds raised from the Offering will go toward execution of the business plans for Lode Gold and its subsidiary, Gold Orogen (1475039 B.C. Ltd.).

Management Changes

Winfield Ding has resigned as the CFO with immediate effect. The Company has initiated a search for a new CFO and has identified several potential candidates for the position. Wayne Moorhouse has agreed to act as the Company’s Acting CFO. Wayne has a wealth of senior company management experience including holding the position of CFO for Roxgold Inc. (TSXV), Midnight Sun Mining Corp. (TSXV), Genco Resources Inc. (TMX), Bluestar Gold (TSXV), and other private and public companies.

Construction Loan Extension

The Company has entered into an amending agreement with Romspen Investment Corporation to extend the maturity date of a construction loan agreement. The new maturity date of the loan is October 31, 2025. In consideration for extending the maturity date of the loan, the Company will pay the Lender $200,000 of interest owing consisting of $100,000 to be paid in cash and $100,000 to be paid in shares subject to final approval of the TSX Venture Exchange.

Legal Update

As part of the 2024 Restructuring and Growth Plans, a senior secured debt holder, aligned with the Company’s new strategic direction, converted to become one of the largest shareholders, exceeding 19.9%. The former CEO resigned, citing change of control as the reason and proceeded to make a severance compensation claim. The Company disagreed that compensation is due as this debt holder is an existing key shareholder and a Director of the Board. A claim was filed and the court ruled in favor of the claimant for a payment of $222,469. The outcome will have no material impact on the Company’s 2025 financial results as this amount had been accrued in the Company’s accounting records in a prior period.

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.

In Canada Lode Gold holds assets in the Yukon and New Brunswick. Lode Gold’s Yukon assets are located on the southern portion of the prolific Tombstone Belt and cover approximately 99.5 km2 across a 27 km strike. Over 4,500 m have been drilled on the Yukon assets with confirmed gold endowment and economic drill intercepts over 50 m. There are four reduced-intrusive targets (RIRGS), in addition to sedimentary-hosted orogenic exploration gold.

In New Brunswick, Lode Gold, through its subsidiary 1475039 B.C. Ltd., has created one of the largest land packages in the province with its Acadian Gold Joint Venture, consisting of an area that spans 445 km² with a 44 km strike. It has confirmed gold endowment with mineralized rhyolites.

In the United States, the Company is focused on its advanced exploration and development asset, the Fremont Mine in Mariposa, California. It has a recent 2025 NI 43-101 report and compliant MRE that can be accessed here https://lode-gold.com/project/freemont-gold-usa/

Fremont was previously mined until gold mining prohibition in WWII, when its mining license was suspended. Only 8% of the resource identified in the 2025 MRE has been extracted. This asset has exploration upside and is open at depth (three step-out holes at 1,300 m hit structure and were mineralized) and on strike. This is a brownfield project with over 43,000 m drilled, 23 km of underground workings and 14 adits. The project has excellent infrastructure with close access to electricity, water, state highways, railhead and port.

The Company recently completed an internal scoping study evaluating the potential to resume operations at Fremont based on 100% underground mining. Previously, in March 2023, the Company completed a Preliminary Economic Assessment in accordance with NI 43-101 which evaluated a mix of open pit and underground mining. The PEA and other technical reports prepared on the Company’s properties are available on the Company’s profile on SEDAR+ (www.sedarplus.ca) and the Company’s website (www.lode-gold.com)