Battle Mountain Portfolio

The Battle Mountain Portfolio

The Battle Mountain Portfolio is comprised of 15 separate projects that total over 44,478 acres across 2,203 unpatented claims in five counties: Elko County, Eureka County, Humboldt County, Lander County, and Nye County.

The majority of the Battle Mountain Portfolio is located within the Battle Mountain Trend, with several projects in close proximity to globally reputable gold deposits including Nevada Gold's Cortez Mine, the third largest gold mine in North America(1) and the sixth largest in the world, which reported 2020 gold production at 799,000 ounces.(2) The same belt of deposits also contains the recently discovered Goldrush complex that, as of 2016, carries measured and indicated resources of 25.2 million tonnes grading 10.6 g/t, representing 8.6 million ounces of gold in the ground.(3)

The northernmost projects in the Battle Mountain Portfolio, the Golconda and Clover Projects, lie just south of the Getchell Gold Belt, which bridges the northwestern ends of the Carlin and Battle Mountain Trends, and contains Nevada Gold's Turquoise Ridge Mine, the third largest gold mine in the US with 537,000 oz of gold production reported in 2020.(2) The Brock and Stargo Projects are situated on the southern end of the Austin-Lovelock Trend, southwest of Eureka and northeast from Kinross Gold Corporation's Round Mountain Mine, which placed as the fourth largest gold mine in the US(2) and, in November of 2018, poured its 15 millionth ounce of gold since beginning operations in 1978.(4)

"The pending acquisition of this vast Nevada portfolio of mining assets offers Element79 Gold a seat at a distinguished table in the capital of North American gold mining."

-James Tworek, President and CEO of Element79 Gold

Below is a complete list of projects that comprise the Battle Mountain Portfolio:

The Battle Mountain Portfolio is comprised of primarily early-stage projects. While drilling has been completed at some projects, such as Elder Creek (155 holes) and Clover (104 holes), many have only surface sampling and geophysical surveys completed. Notable drill intersects include 25.3 g/t Au over 9.75 meters at Clover(4) and, according to documentation provided by Waterton Global Resource Management, Inc., 3.19 g/t Au over 38.96 meters at Elder Creek, and 8.02 g/t Au and 174 g/t Ag over 9.14 meters at Long Peak. Of particular note are the Long Peak, Elephant, Elder Creek, North Mill Creek, Clipper, Pipeline South, and West Cortez, and Walti Projects which are interpreted to lie along the northwest trending fault that hosts the high-grade Pipeline deposit, which is included in Nevada Gold's Cortez Mine.

Under the terms of the Securities Exchange Agreement between Element79 Gold and 1316524 B.C. Ltd. ("Goldco"), Element79 Gold has agreed to acquire, subject to regulatory approval, all of the issued and outstanding shares of Goldco in exchange for a $300,000 cash payment, and 2,525,000 common shares of Element79 Gold. The Securities Exchange Agreement contains customary representations, warranties, covenants and closing conditions applicable to a transaction of this nature. Element79 expects to complete the acquisition of Goldco on or around November 30, 2021.

Goldco had previously entered into an Asset Purchase Agreement with Clover Nevada LLC, a wholly-owned subsidiary of Waterton Precious Metals Fund II Cayman, LP and Maverick Springs Mining Company, LLC (collectively, the "Vendors") to acquire 100% interest in the Maverick Springs Project and the Battle Mountain Projects. Pursuant to the Asset Purchase Agreement, the Vendors will retain a $500,000 deposit previously advanced by Goldco and Element79 Gold, which will assume all obligations under the Asset Purchase Agreement upon completion of its acquisition of Goldco, will make an additional $1,500,000 cash payment as directed by the Vendors. Element79 Gold will also issue such number of shares as is required to result in the Vendors holding a 9.9% equity interest in Element79 Gold on a basic, non-diluted, basis immediately following the issuance of such shares, subject to a maximum of $6,000,000 worth of shares being issued. Element79 Gold must also create and issue a contingent value right (the "CVR") to Waterton Nevada Splitter, LLC ("Splitter LLC"), a subsidiary of Waterton Precious Metals Fund II Cayman, LP. Pursuant to the CVR, Splitter LLC will be entitled to receive a cash payment of $2,000,000 payable on the earlier of the occurrence of commercial production and the date that is 12 months following the closing of the acquisition of Maverick Springs and the Battle Mountain Portfolio. Splitter LLC will also be entitled to receive a second payment, in cash or common shares of Element79 Gold, on the date that is 12 months following the closing of the acquisition of Maverick Springs and the Battle Mountain Portfolio. The amount of the second payment will be equal to the shortfall (if any) between $6,000,000 and the value of the common shares of Element79 Gold issued at closing pursuant to the Asset Purchase Agreement. Splitter LLC will be granted a security interest in Maverick Springs and the Battle Mountain Portfolio, which will be released upon completion of the payments under the CVR. Splitter LLC will also enter into a voting support and lock-up agreement pursuant to which it will agree to: (i) vote all shares of Element79 Gold it holds in accordance with managements recommendations; (ii) retain 50% of the common shares of Element79 Gold issued to it pursuant to the Asset Purchase Agreement for at least six months after closing and the remaining 50% for at least twelve months after closing; and (iii) grant Element79 Gold a right of first offer to in relation to the sale of any common shares of Element79 Gold held by Splitter LLC.

The Asset Purchase Agreement as it relates to the Battle Mountain Portfolio and all 15 of its projects is made on an as-is, where-is basis and accordingly does not disclose any net smelter return royalty or other royalties payable to any other party.


Element79 Gold makes no warranty as to the completeness, accuracy, verifiability, or suitableness of any of the information contained on the following third-party links and expressly undertakes no obligation to update the following links.



(3) Barrick Gold Corporation, 2015 Year-End Report and Fourth Quarter Results


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