Lode Gold subsidiary Gold Orogen to close RTO Feb. 11

Executive Summary

• Lode Gold Resources Inc. has announced that the Reverse Takeover (RTO) and court-approved plan of arrangement for its subsidiary, Gold Orogen (1475039 B.C. Ltd.), are scheduled to close concurrently on February 11, 2026.
• The transaction involves the listing of Gold Orogen on the Canadian Securities Exchange (CSE) under the symbol "OROG," concurrent with the RTO of CSE-listed Great Republic Mining.
• Registered shareholders of Lode Gold will receive a distribution of 0.5739 shares of Gold Orogen for each common share of Lode Gold held as of the day before the effective date.

Key Details

• Transaction Structure: Court-approved plan of arrangement under the Business Corporations Act (British Columbia) concurrent with a reverse takeover of CSE-listed Great Republic Mining.
• Effective Date: Wednesday, February 11, 2026.
• Shareholder Distribution: Lode Gold shareholders receive 0.5739 shares of Gold Orogen for every 1 common share of Lode Gold held as of the day prior to the effective date.
• Listing Details: Gold Orogen will trade on the CSE under the ticker symbol "OROG." Trading is anticipated to commence approximately three business days after receipt of final CSE approval.
• Parent Company Assets (Lode Gold Resources Inc.):
  • Fremont Gold Project (California): Brownfield project in Mariposa, Calif. Includes 43,000 metres drilled, 8,000 channel samples, 14 adits, and two shafts. Historical mining halted in 1942 at 10.7 g/t when gold was $35/oz. 2023 Preliminary Economic Assessment (PEA) based on 1 million oz (measured/indicated) and 2 million oz (inferred). Mineral Resource Estimate (MRE) updated in 2025. 92% of ounces left unmined. Average true widths at 1 g/t cutoff are 53 metres. Located on 3,000 acres of 100%-owned private/patented land in a Trump administration Opportunity Zone.
  • Dingman Property (Ontario): Orogenic deposit with over 22,000 m drilled. 2013 PEA and MRE indicate 376,000 oz (M&I) and 47,000 oz (inferred).
• Subsidiary Assets (Gold Orogen):
  • New Brunswick: McIntyre Brook and Riley Brook assets on a prospective belt near Dalradian, New Found Gold, and Calibre Mining. Kinross-Puma surrounds McIntyre Brook. A 19.9% strategic partner was acquired via joint venture, creating a land package with mineral rights spanning 445 square kilometres.
  • Yukon: Golden Culvert/WIN property on the southern end of the Tombstone belt. Features reduced intrusion (RIRGS) targets and sedimentary-hosted orogenic mineralization. Over 4,500 m drilled with 50 g/m intercepts.
• Technical Review: Information reviewed and approved by Gary Wong, PEng, VP of Exploration at Lode Gold, a qualified person under National Instrument 43-101.

Notable Quotes

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