Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: SBMIF) proudly announces its wholly-owned subsidiary, 1475039 B.C. Ltd., known as Gold Orogen, has executed a non-binding Letter of Intent (LOI) on September 23, 2024, to acquire Great Republic Mining (GRM). This prospective agreement aims to facilitate a Reverse Take Over (RTO) transaction, whereby GRM will acquire all issued and outstanding shares of Gold Orogen’s subsidiary. The company is planning a tax-efficient spin-out transaction executed through the RTO with the publicly traded GRM on the Canadian Securities Exchange (CSE). Upon completion, shareholders of Lode Gold are projected to own approximately 74.16% of the resultant entity, while Fancamp Exploration Ltd. will possess 19.9%, and existing shareholders of GRM will account for 5.94%. The newly generated company will operate under the name Gold Orogen, and shareholders of Lode Gold will be entitled to receive shares in Gold Orogen following the transaction’s closure. Wendy T. Chan, CEO of Lode Gold, commented on the strategic move, stating, “Our systematic execution of the strategic plan continues as anticipated. This spin-out will unlock value for shareholders by creating two distinct companies designed to attract new investments.” Bill Fisher, CEO of Great Republic Mining, expressed enthusiasm for the collaboration, highlighting the acquisition of promising exploration properties and the financial backing of $3 million for exploration activities. The proposed RTO is to be finalized through a court-approved plan of arrangement in British Columbia. Shareholders of both Lode Gold and Gold Orogen will hold shares in GRM as a result of the transaction. Terms stipulated in the Letter of Intent also include exclusivity provisions, mandating that both parties negotiate solely with one another regarding the RTO. The closing of the RTO is contingent upon fulfilling various conditions, including receipt of necessary approvals from shareholders and regulatory bodies. Noteworthy criteria involve a possession of at least $250,000 in cash by GRM at the time of closing, alongside other regulatory and legal stipulations. Looking ahead, Gold Orogen aims to raise an additional $1.5 million to complement its existing budget of $3.0 million for the upcoming fiscal year, thereby facilitating comprehensive exploration and drilling operations in Yukon and New Brunswick. The full realization of the spin-out is expected in the fourth quarter of 2024, subsequent to which Gold Orogen will commence trading as a public entity. In summation, this strategic spin-out and RTO represents a pivotal expansion for Lode Gold, enhancing its exploration capabilities and overall shareholder value. The impending transactions signal significant growth potential in mining jurisdictions across Canada and the United States. For more information on Lode Gold’s projects and financial strategy, please visit their official website at www.lode-gold.com or refer to their profile on SEDAR+ for detailed reports.
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