Lode Gold Enters into Exclusive LOI with a Mining Company to Advance Fremont Gold Project and Repay Debt

Lode Gold Resources announced on December 9, 2025, that it has entered into an exclusive Letter of Intent (LOI) with an unnamed mining company to advance its flagship Fremont Gold Project in California. The LOI provides a 45-day exclusivity and standstill period, expiring January 16, 2026. The stated purpose of the contemplated arrangement is to secure substantial capital to accelerate the development of the Fremont project and, critically, to repay the company's outstanding debt, which is secured by the asset.

The company plans to immediately commence work to upgrade inferred resources to the Measured & Indicated category and targets the initiation of a Pre-Feasibility Study (PFS) in early 2026, with completion estimated for Spring 2027.

This LOI is a materially positive and crucial development for Lode Gold. The company's most significant overhangs have been its precarious financial position and the substantial debt load, particularly the loan from Romspen Investment Corp. which, according to a September 6, 2025 release, was due October 31, 2025. This LOI directly addresses these existential threats.

• De-risking Event: Securing a partner provides a clear path to funding the Fremont project through the costly PFS stage and potentially beyond. It also serves as significant third-party validation of the project's technical merits, which the company has been promoting throughout the year. The strategy to seek a partner was clearly articulated on September 29, 2025, when the company announced the retention of EAS Advisors and Red Cloud Securities. This news demonstrates successful execution of that strategy.
• Debt Resolution: The explicit mention of repaying outstanding debt is the most critical component. The company's September 30, 2025, financial statements revealed a working capital deficit of approximately $6.3 million and a loan payable of $4.7 million. Resolving this debt burden is paramount for the company's survival.
• Risks and Caveats: The positivity is tempered by several factors. The LOI is non-binding, and the deal could fall apart during the 45-day due diligence period. The partner remains unnamed, preventing an assessment of their financial capacity and operational credibility. Most importantly, the terms of the potential deal—such as the earn-in percentage, total capital commitment, and valuation—are undisclosed. The ultimate value of this deal for Lode Gold shareholders hinges on these yet-to-be-negotiated terms, which could be highly dilutive given Lode's weak negotiating position.

In conclusion, while the announcement aligns with and validates the company's stated strategy, it is not a "game changer" until a definitive, binding agreement is signed with favorable terms. It is, however, the most significant positive step the company has taken toward viability in the past year.

Lode Gold Resources Inc. is a mineral exploration and development company focused on its flagship Fremont Gold Project located in the Mother Lode Belt in Mariposa County, California. The project is a brownfield, past-producing high-grade gold mine that was shut down in 1942. The company's strategy pivoted in 2025 from a combination open-pit/underground mine to a 100% underground bulk mining scenario to reduce environmental footprint and potentially ease permitting. The project's 2023 PEA outlined a resource of 1 million ounces (M&I) and 2 million ounces (Inferred).

Lode Gold also holds exploration assets in Canada (Yukon and New Brunswick) which are slated to be spun out into a new entity called Gold Orogen.