Element79 Announces Extension to Proposed Spin Out and Merger, Mailing of Meeting Materials for Special Meeting in Connection with Previously Announced Plan of Arrangement with Synergy Metals Corp.

Executive Summary

• Element79 Gold Corp. has amended its arrangement agreement with Synergy Metals Corp., significantly reducing the number of SpinCo Shares to be distributed to E79 securityholders from up to 9,000,000 to up to 1,010,000.
• The company extended the outside date for the merger agreement to July 31, 2026, and mailed management information circulars and proxy materials for a special securityholder meeting scheduled for July 3, 2026.
• An interim court order has been secured, and the arrangement is expected to close in July 2026, with SpinCo Shares anticipated to list on the Canadian Securities Exchange (CSE) upon completion.

Key Details

• Amended Arrangement Agreement: Dated May 26, 2026, reduces the SpinCo Share distribution to E79 Securityholders from up to 9,000,000 to up to 1,010,000 (subject to the exercise of E79 Options and Warrants).
• Amended Merger Agreement: Extends the outside date for completion of the transaction to July 31, 2026.
• Proxy Materials & Meeting: Management information circular and proxy materials mailed to E79 Securityholders of record as of May 27, 2026. Special meeting scheduled for July 3, 2026, at 10:00 am (Vancouver time).
• Arrangement Consideration: E79 will distribute 1,000,000 SpinCo Shares (originating from the July 2023 spin-out of the Dale gold project in Timmins, Ontario) plus an additional 10,000 SpinCo Shares issued by Synergy to E79 (assuming full exercise of options and warrants).
• Approval Thresholds: Requires (i) 66⅔% vote of E79 Shareholders, (ii) 66⅔% vote of all E79 Securityholders (shares, options, and warrants), and (iii) a simple majority of independent E79 Shareholders.
• Proxy Deadline: Proxies must be submitted no later than 10:00 am (Vancouver time) on June 30, 2026.
• Court Approval: Supreme Court of British Columbia issued an interim order on May 28, 2026, authorizing the company to proceed with the meeting and related procedural steps.
• Closing & Listing: Expected to close in July 2026, subject to securityholder approval, final court approval, and customary conditions. SpinCo Shares are expected to list on the CSE upon closing.