Lode Gold Receives Tsxv Conditional Acceptance for Spinout Transaction and Sets a Shareholder Meeting Date to Approve Plan of Arrangement

Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: SBMIF) (‘Lode Gold ‘ or the ‘Company’) is pleased to announce that it has received conditional acceptance from the TSXV for the spinout transaction. The record date is set for January 20, 2025. An information circular will be mailed to Shareholders on or before January 24, 2025, calling for a meeting on March 10, 2025, to approve the plan of arrangement for a tax-efficient spinout. On the completion of the transaction and following final court approval, Lode Gold shareholders will receive shares of Gold Orogen.

Upon completion of the spin-off, the Company will be structured as follows:

Gold Orogen (Spin Co.)

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 standalone asset.

Asset 1:

• 99.5 km² of claims in Yukon’s prolific Tombstone Gold Belt (Snowline’s Valley deposit, Seabridge’s 3 Aces project, Stika Gold’s RC deposit)
• Total of four Reduced Intrusive Targets (RIRGS similar to Snowline)
  Confirmed on WIN:
  – signature host rocks, hornfels and reduced intrusives
  – high bismuth to gold ratio, gold-bearing sheeted quartz veins

Asset 2:

• New Brunswick: created one of the largest land packages at 420 km²
• Geological analogue to New Found Gold, Galway, Calibre Mining and Puma
• Confirmed gold endowment confirmed by initial drilling
• Acadian Gold JV formed and project-funded, captures the majority of the geological formation that hosts the Puma mineralization

Lode Gold (Parent): High Grade Underground Mine Potential (previously mined at 8gpt)

The Fremont Gold project is located on the Mother Lode Belt Lode Gold on patented private land in Mariposa County. Lode Gold is the first owner since mining suspension in 1942, to evaluate the project as an underground opportunity.

• On 190 km mineralized Mother Lode Belt: 50,000,000 oz produced
• Fremont: 4km strike on the Mother Lode Belt
• Private patented land: 3,351 acres, 100% owned in Mariposa County (five Supervisors oversee County*) *County: 17,000 and Town: 2000 people
• California: 700 permitted mines; 14 gold mines
• Target: 2 Moz underground 5 g/t Au
• Typical Orogenic Deposit with Structure & Controls
• 3 Step-Out Holes hit structure (up to 1200 m)
• 2 nearby mines were 1800 m deep at 13 g/t
• Brownfield with 23 km of underground workings and over 43,000 m drilled (the cores are intact and preserved)
• 11% of the veins (2 of 7 deposits) exploited; mostly in the first 250 m
• 2023 MRE: 1 Moz (M&I) + 2 Moz (Inf)
• Close to road, rail, power, and water
• Mine was suspended in 1942 due to prohibition of gold mining during World War II
• 4 shareholders own 60% (~40,000,000 shares / tight structure)

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, 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 420 km² and a 42km 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 309 km² package covering a 25 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 8 g/t Au in the 1940’s.

Mining was halted in 1942 due the gold prohibition in WWII just as it was ramping up production. Unlike typical brownfield projects that are mined out; only 11% of the veins – in 2 out of 7 deposits- have been exploited. The Company is the first owner to investigate an underground high grade mine potential at Fremont.

The project is located in 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 the creation of the towns, the 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.

Previously, in March 2023 the company completed an NI 43 101 Preliminary Economic Assessment (‘PEA’). Project Valuation has an after-tax NPV (5%) of USD $370M at $2000 2 /oz gold, IRR 31% and an 11-year LOM, averaging 118,000 oz per year. 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).

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

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.

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