Element79 Gold Corp. And Synergy Metals Corp. Announce Completion Of Plan Of Arrangement And Merger

Element79 Gold Corp. and Synergy Metals Corp. announce the completion of their plan of arrangement and merger. Element79 Gold Corp. (CSE: ELEM) (OTC: ELMGF) (FSE: 7YS) ("Element79") and Synergy Metals Corp. ("Synergy") are pleased to announce the successful completion of Element79’s previously announced plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement") with Synergy and of Synergy’s previously announced merger with 1425957 B.C. Ltd. ("142"). Synergy is currently working diligently towards the listing of its Common Shares on the Canadian Securities Exchange (the "CSE"). On July 17, 2023, Element79 transferred all rights and data related to the "Dale Property", being 90 unpatented mining claims located approximately 100 km southwest of Timmins, Ontario, to its then newly incorporated subsidiary, Synergy. In exchange for this transfer, Element79 was issued 2,000,000 Class "A" common voting shares in the capital of Synergy, which were subsequently redesignated as common shares in the capital of Synergy (the "Common Shares"). In anticipation of the reverse takeover of Synergy by 142 described below, Element79 and Synergy completed the Arrangement pursuant to a second amended and restated arrangement agreement dated May 26, 2026 (the "Arrangement Agreement"), entered into between Element79 and Synergy, whereby 1,000,000 of the 2,000,000 Common Shares held by Element79 (the "Spin Out Shares") were distributed to the securityholders of Element79 (the "E79 Securityholders") on a pro-rata basis. In consideration for administrative support provided by Element79 in connection with the arrangement transaction and Synergy’s proposed subsequent application to list on the CSE and pursuant to the Arrangement Agreement, Synergy issued an additional 10,000 Common Shares to Element79, which were also distributed to E79 Securityholders as part of the Arrangement (assuming full exercise of the stock options ("E79 Options") and common share purchase warrants ("E79 Warrants") of Element79). Pursuant to the Arrangement, the existing common shares of E79 will be re-named and re-designated as "Class A common shares without par value" (the "E79 Shares", and after the re-naming and re-designation, "E79 Class A Shares") and the special rights and restrictions attached to such shares will be amended to provide the holders thereof with two votes in respect of each share held. E79 will also create a new class consisting of an unlimited number of "common shares without par value" ("New E79 Shares"), with terms and special right and restrictions identical to those of the E79 Shares. The E79 Shares will be exchanged for the New E79 Shares, such that each shareholder of E79 Shares ("E79 Shareholders") will, for each E79 Share held on the effective date of the Arrangement, hold: (i) one New E79 Share and (ii) their pro rata portion of 1,010,000 SpinCo Shares to be distributed (the portion attributable to each E79 Security being the "Spin Out Share Exchange Fraction"), subject to rounding in respect of fractional SpinCo Shares and subject to the exercise of the E79 Options and E79 Warrants. Each holder of E79 Options ("E79 Optionholder") and each holder of E79 Warrants ("E79 Warrantholder") will receive, upon the exercise of such holder’s E79 Option or E79 Warrant, in lieu of each E79 Share to which such holder was therefore entitled upon such exercise and for the same aggregate consideration payable therefore, one New E79 Share and one Spin Out Share Exchange Fraction which the holder would have been entitled to receive as a result of the transactions contemplated by the Arrangement, if, immediately prior to the effective time of the Arrangement, such holder had been the reg...