Lode Gold Sets Date for Shareholder Meeting to Approve Plan of Arrangement for Spinout Monday, March 10, 2025 at 10AM MST

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Toronto, Ontario--(Newsfile Corp. - February 19, 2025) - Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: LODFF) ("Lode Gold" or the "Company") is pleased to announce that a shareholder meeting has been scheduled to approve the plan of arrangement for the tax-efficient spinout of Gold Orogen. The meeting will take place on Monday, March 10, 2025, at 10:00 AM MST. Details regarding Lode Gold's Annual General Meeting (AGM) are available on our website: https://lode-gold.com/investors/2024-agm/.

The two companies will trade as separate entities upon court filing with the court, 5 to 10 days after shareholder and TSX-V approval.

Before the Record Date, all Lode Gold shareholders will receive Gold Orogen spinout shares. The Company plans to close its private placement by March 10, 2025. Each $0.18 unit includes one common share and a warrant, allowing the holder to buy a share at $0.35 for three years after closing.

Upon completion of the spin-off, the Companies 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:

  • 27 km strike, 99.5 km2 in Yukon, prolific Tombstone Belt (Snowline, 3 Aces, Rackla)

  • Total of 4 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 445 km2

  • Geological analogue to New Found Gold, Galway, Calibre Mining

  • Confirmed gold endowment - mineralized rhyolites (same geology as Puma-Kinross)

Lode Gold (Parent): Underground Mine Potential (previously mined at 10.7 g/t Au)

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.

  • Fremont: 4km strike on the Mother Lode Belt

  • Private patented land: 3,351 acres, 100% owned in Mariposa County (Need County Approval; 5 Supervisors oversee County*) *County: 17,000 and Town: 2,000 people

  • Mariposa is designated as one of Trump Administration's Opportunity Zones, designated for expedited investments and tax incentives

  • California: 700 permitted mines; 14 gold mines

  • Target: 2 Moz underground 4 g/t Au (Previously mined in the 1930's at 10.7 g/t)

  • Typical Orogenic Deposit with Structure & Controls

  • 3 Step-Out Holes hit structure and were mineralized (up to 1300m)

  • 2 nearby mines were up to 1,800m deep at 13 g/t

  • Brownfield with 23 km of underground workings and over 43,000 m drilled (cores preserved)

  • Only 8% of the MRE exploited; mostly in the first 250 m; much has been left unmined

  • 2023 MRE: 1 Moz (M&I) + 2 Moz (Inf)

  • 2023 PEA at USD $2,000/oz Au: After-tax NPV (5%) USD $370M, 31% IRR, 11 years LOM

  • Close to road, rail, power, water

  • Mine suspended in 1942 for the war effort