Mr. Derek Macpherson reports

GOLD79 ANNOUNCES PRIVATE PLACEMENT FINANCING OF $4,000,000 IN CONNECTION WITH BULLET MERGER AND AMENDMENT TO AMALGAMATION AGREEMENT

Gold79 Mines Ltd. has arranged a non-brokered private placement to raise gross proceeds of $4-million.

Gold79 is pursuing the offering in connection with its previously announced proposed amalgamation agreement with its wholly owned subsidiary and Bullet Exploration Inc. to acquire all of the issued and outstanding shares of Bullet. The transaction and the offering are expected to create a well-financed gold exploration company focused on the southwestern United States. Pursuant to an amendment to the amalgamation agreement executed in connection with the transaction, the offering may be closed in tranches, at any time from now until immediately following the closing of the transaction. The closing of one or more tranches of the offering is not contingent upon the closing of the transaction. There can be no assurances that the transaction will be completed, and the proceeds from the offering may be used entirely by Gold79 whether or not the transaction is completed.

Gold79 will undertake a non-brokered private placement to raise gross proceeds of $4-million, comprising 16 million units at a price of 25 cents per unit. Each unit will consist of one Gold79 common share and one-half common share purchase warrant. Each whole warrant will entitle the holder to purchase one Gold79 common share at a price of 40 cents for a period of 24 months following the date of issuance; provided, however, that if, following the date of issuance, the 20-day volume-weighted average trading price of the Gold79 common shares on the TSX Venture Exchange or an alternative trading system is equal to or greater than 60 cents for any 10-consecutive-trading-day period, the company may, upon providing written notice to the holders of the warrants, accelerate the expiry date of the warrants to the date that is 30 days following the date of such notice.

The offering is subject to approval by the TSX-V, and any securities issued under the offering will be subject to a statutory hold period of four months and one day from the date of issuance. The closing date of the first tranche of the offering is expected to be on or about Sept. 30, 2024.

Derek Macpherson, president and chief executive officer of Gold79, stated: "This financing is expected to provide the capital necessary to deliver a maiden resource at Gold Chain. Assuming the successful closing of the transaction, the proceeds of the offering will also be used to advance the company's other projects postmerger. We plan to engage the drillers and mobilize the drill rig to the Gold Chain project as soon as possible once the financing closes."

The offering will be conducted by the company utilizing the existing security holder prospectus exemption under Ontario Securities Commission Rule 45-501 -- Ontario Prospectus and Registration Exemptions, and other equivalent provisions of applicable securities laws in other jurisdictions in Canada, as well as the accredited investor exemption under National Instrument 45-106 -- Prospectus and Registration Exemptions, and also other exemptions available to the company.

The company will make the offering available to all existing shareholders of the company as of Sept. 10, 2024, who are eligible to participate under the existing security holder exemptions and who have notified the company by no later than Sept. 27, 2024, at 5 p.m. ET of their intention to participate in the offering. The existing security holder exemptions limit a shareholder to a maximum investment of $15,000, unless the shareholder certifies in the subscription agreement that he or she has obtained advice regarding the suitability of the investment from a registered investment dealer or otherwise qualifies to rely on another private placement exemption.

In the subscription agreement, shareholders will be required to certify the number of Gold79 common shares held as of the record date and the total number of units they wish to subscribe for. Each existing shareholder on the record date will be entitled to purchase that number of units equal to at least their pro rata share based on the Gold79 common shares owned on the record date, subject to a $10,000 minimum subscription. Any additional available units will be allocated by the company based on subscriptions received and units available. Orders will be processed by the company on a first-come-first-served basis, such that it is possible that a subscription received from a shareholder may not be accepted by the company if the offering is over subscribed. Any person who becomes a shareholder of the company after the record date shall not be entitled to participate in the offering under the existing security holders exemptions.

Proceeds raised under the offering will be used for: exploration expenditures related to the Gold Chain project in Arizona; property claim costs and contractual property payments; and working capital and general corporate purposes. Assuming the closing of the transaction, proceeds would be also be used for exploration expenditures related to Bullet's Jefferson North project.

It is anticipated that certain officers and directors of Gold79 and Bullet may participate in the offering. Gold79 may pay commissions to qualified finders in Canada in connection with the offering. Any finders' fees paid would be in accordance with TSX-V policies.

Transaction summary

Pursuant to the transaction, Bullet shareholders will receive one Gold79 common share for every three Bullet common shares held. Existing shareholders of Gold79 and Bullet will hold approximately 54 per cent and 46 per cent, respectively, of the outstanding Gold79 shares on closing of the transaction on a fully diluted, in-the-money basis (but prior to the completion of the offering).

Additional details relating to the transaction can be found in Gold79's Sept. 4, 2024, press release. Full details of the transaction will be provided in the management information circular of Bullet to be prepared and filed in respect of the annual and special meeting of the Bullet shareholders to be held in the fourth quarter of 2024.

The closing of one or more tranches of the offering is not contingent upon the closing of the transaction. There can be no assurances that the transaction will be completed, and the proceeds from the offering may be used entirely by Gold79 whether or not the transaction is completed.

About Gold79 Mines Ltd.

Gold79 Mines is focused on building ounces in the southwestern United States. Gold79 holds a 100-per-cent earn-in option to purchase agreements on three gold projects: the Jefferson Canyon gold project and the Tip Top gold project, both located in Nevada, United States; and the Gold Chain project, located in Arizona, United States. In addition, Gold79 holds a 32.3-per-cent interest in the Greyhound project, located in Nunavut, Canada, under joint venture by Agnico Eagle Mines Ltd.

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