Element79 releases voting results from special meeting

VANCOUVER, British Columbia – TheNewswire - July 8, 2026 – Element79 Gold Corp. (CSE: ELEM) (OTC: ELMGF) (FSE: 7YS) ("Element79", or the "Company") is pleased to announce that, securityholders of the Company (the “ Securityholders ”) have approved the previously announced arrangement (the “ Arrangement ”) involving the Company and Synergy Metals Corp. (“ Synergy ”). The special resolution approving the Arrangement (the “ Arrangement Resolution ”) was approved by: (a) two-thirds (2/3) of the votes cast on the Arrangement Resolution by holders (“ Shareholders ”) of common shares of the Company (the “ Shares ”) present in person or represented by proxy at the special meeting of the Company’s Securityholders held on July 3, 2026 (the “ Meeting ”); (b) two-thirds (2/3) of the votes cast on the Arrangement Resolution by Shareholders, holders (“ Optionholders ”) of options to purchase Shares (“ Options ”), and holders (“ Warrantholders ”) of warrants to purchase Shares (“ Warrants ”) present in person or represented by proxy at the Meeting; and (c) a simple majority of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting excluding Shares held by Shareholders excluded from voting pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ Disinterested Shareholders ”). A total of 45,057,942 Shares representing approximately 21.73% of the votes entitled to be cast by Shareholders at the Meeting, 2,445,833 Options representing approximately 33.16% of the votes entitled to be cast by Optionholders and 551,044 Warrants representing approximately 6% of the votes entitled to be cast by Warrantholders were represented in person or by proxy at the Meeting.

Approximately 99.99% of the votes held by Securityholders represented in person or by proxy at the Meeting, and approximately 99.99% of the votes held by Disinterested Shareholders represented in person or by proxy at the Meeting were voted in favour of the Arrangement Resolution. The Company is also pleased to announce that shareholders of 1425957 BC Ltd. (“ 142 ”) have approved the previously announced amalgamation (the “ Amalgamation ”) of 1515041 BC Ltd. and 142. The special resolution approving the Amalgamation (the “ Amalgamation Resolution ”) was approved by two-thirds (2/3) of the votes cast on the Amalgamation Resolution by holders (“ 142 Shareholders ”) of common shares of 142 present in person or represented by proxy at the annual and special general meeting of the 142 Shareholders held on July 6, 2026 (the “ 142 Meeting ”).

A total of 20,075,000 142 Shares representing approximately 80.62% of the votes entitled to be cast by 142 Shareholders at the 142 Meeting. 100% of the votes held by 142 Shareholders represented in person or by proxy at the 142 Meeting were voted in favour of the Amalgamation Resolution. The Amalgamation is expected to occur shortly after the Arrangement. Together, the Arrangement and Amalgamation are intended to effect a reorganization of the Company’s current business into two separate corporate entities.

The Company will seek a final order approving the Arrangement from the British Columbia Supreme Court on July 10, 2026. Closing of the Arrangement remains subject to the satisfaction of certain customary closing conditions, including receipt of final court, Canadian Securities Exchange (“ CSE ”) and regulatory approvals. Subject to the satisfaction of these closing conditions, the parties to the Arrangement currently expect the Arrangement to be completed by end the of July 2026.

Further details regarding the Arrangement can be found in the Company’s management information circular dated May 28, 2026 (the “ Circular ”), in respect of the Meeting, which can be found under the Company’s SEDAR+ profile at www.sedarplus.ca . About Element79 Gold Corp. Element79 Gold Corp is a mining company focused on the exploration and development of its portfolio of high-potential gold projects. The Company’s focus is its Nevada portfolio, anchored by the Gold Mountain and Elephant Projects, both located in the world-class Battle Mountain Trend.

For further details on this announcement and the Company’s projects, please visit www.element79.gold   Contact Information For corporate matters, please contact: Michael Smith, Chief Executive Officer E-mail: ms@element79.gold For investor relations inquiries, please contact: Investor Relations Department Phone: +1.403.850.8050 E-mail: investors@element79.gold   Neither the CSE nor the Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.   Forward-looking Statements and Cautionary Disclaimers Completion of the Arrangement and Amalgamation are subject to a number of conditions, including but not limited to the standard closing conditions, CSE acceptance and court approval. Where applicable, the Arrangement and the Amalgamation cannot close until the required approvals are obtained. There can be no assurance that the Arrangement and Amalgamation will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Arrangement and Amalgamation, any information released or received with respect to the Arrangement and Amalgamation may not be accurate or complete and should not be relied upon. Trading in the securities of Element79 should be considered highly speculative. This news release contains certain “forward-looking statements” and “forward-looking information” under applicable Canadian and United States securities laws.

Forward-looking statements and forward-looking information include, but are not limited to, statements with respect to the Arrangement and Amalgamation including timing, closing and terms of the Arrangement and Amalgamation, and the ability of Element79 to obtain the requisite CSE, court and other approvals in connection with the Arrangement and Amalgamation. Except for statements of historical fact relating to Element79, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as “anticipates,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “targets,” “intends,” “likely,” “will,” “should,” “to be”, “potential” and other similar words, or statements that certain events or conditions “may”, “should” or “will” occur, including, without limitation, that all conditions precedent to the Arrangement and the Amalgamation will be met and the realization of the anticipated benefits derived therefrom for securityholders of Element79 and perception of (i) the quality and the potential of Element79’s assets, and (ii) the consideration offered to Element79.

Forward-looking statements are based on the opinions and estimates of management of Element79 at the date the statements are made, and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Many of these assumptions are based on factors and events that are not within the control of Element79, there is no assurance they will prove to be correct and are not guarantees of future performance and actual results may differ materially from those in the forward- looking statements.   Factors that could cause actual results to vary materially from results anticipated by such forward-looking statements include changes in market conditions; cash flow and availability of financing; the ability of Element79 to obtain the requisite court, CSE and other third party approvals in respect of the Arrangement and the Amalgamation; trades in the market, issuances of securities or exercises of convertible securities and other factors that could alter the share capital of Element79 or other parties; risks relating to the availability and timeliness of permitting and governmental consents and approvals; and other risks of the mining industry. These factors are discussed in greater detail in the Circular filed on SEDAR+ at www.sedarplus.ca, which also provides additional general assumptions in connection with these statements.

Element79 cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on forward-looking statements contained herein should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. Element79 believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon.

These statements speak only as of the date of this news release. Although Element79 has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Element79 undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements. Statements concerning mineral reserve and resource estimates may also be deemed to constitute forward-looking statements to the extent they involve estimates of the mineralization that will be encountered as the property is developed.

Further, Element79 may make changes to its business plans that could affect results. Copyright (c) 2026 TheNewswire - All rights reserved. TheNewsWire July 8, 2026 - 4:30 AM PDT News by QuoteMedia www.quotemedia.com