Element79 Gold Corp. Amends Arrangement Agreement and Merger Agreement, Extends Outside Date to July 31, 2026
VANCOUVER, BC – June 12, 2026 — Leads & Copy — Element79 Gold Corp. announced that it has entered into a second amended and restated arrangement agreement, effective May 26, 2026, with Synergy Metals Corp. regarding a proposed arrangement transaction. This agreement modifies the number of Synergy common shares, referred to as SpinCo Shares, to be distributed to existing Element79 Securityholders. The number of SpinCo Shares has been reduced from a maximum of 9,000,000 to a maximum of 1,010,000, subject to the exercise of Element79 Options and Element79 Warrants.
Additionally, the Company has executed a second amended and restated merger agreement, also effective May 26, 2026, which extends the outside date for the completion of the transactions contemplated by the merger agreement to July 31, 2026.
Element79 Gold Corp. has also mailed its management information circular and related proxy materials to holders of its common shares, options, and warrants. These materials are in connection with a special meeting of Element79 Securityholders scheduled for July 3, 2026, at 10:00 a.m. Vancouver time. The meeting materials were sent to securityholders of record as of May 27, 2026.
At the special meeting, Element79 Securityholders will be asked to consider and approve the Company’s previously announced plan of arrangement with Synergy Metals Corp., as outlined in the arrangement agreement. Under the terms of the arrangement, Element79 will distribute 1,000,000 SpinCo Shares to its securityholders. These shares were originally received by Element79 when it spun out its Dale gold project in Timmins, Ontario, to Synergy in July 2023. Synergy will also issue an additional 10,000 SpinCo Shares to Element79, which will also be distributed to existing Element79 Securityholders, assuming the full exercise of outstanding options and warrants.
Securityholders are encouraged to vote at the meeting or by proxy. Proxies must be submitted by 10:00 a.m. Vancouver time on June 30, 2026, or no later than 48 hours before any adjournment or postponement of the meeting, excluding Saturdays, Sundays, and statutory holidays in Vancouver.
The management information circular provides comprehensive details about the arrangement, the rationale behind the recommendation, conditions for its effectiveness, procedures for receiving consideration, and voting instructions. Securityholders are advised to review the circular and accompanying materials carefully for important information regarding the arrangement and its implications.
For the arrangement to become effective, it requires approval from two-thirds of the votes cast by Element79 Shareholders and a two-thirds majority of votes cast by all Element79 Securityholders at the meeting. Additionally, a simple majority of votes cast by Element79 Shareholders, excluding votes from certain specified parties under Multilateral Instrument 61-101, is necessary. The Supreme Court of British Columbia issued an interim order on May 28, 2026, authorizing the company to proceed with the meeting and other procedural matters related to the arrangement.
Subject to obtaining the necessary securityholder and court approvals, and the satisfaction of other customary conditions, the arrangement is anticipated to close in July 2026. Following the closing, it is expected that the SpinCo Shares will be listed on the Canadian Securities Exchange (CSE).
Further details about the arrangement and the Company’s projects can be found on Element79 Gold Corp.’s SEDAR+ profile at www.sedarplus.ca and on the Company’s website at www.element79.gold.
Source: Element79 Gold Corp.
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