Mr. Quentin Mai reports

GOLD79 CLOSES SECOND TRANCHE OF UPSIZED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF $5.5 MILLION

Gold79 Mines Ltd. has closed a second tranche of its previously announced $6-million non-brokered private placement financing, raising gross proceeds in the first and second tranche of $5.5-million through the issuance of 22,000,002 units at 25 cents per unit.

"This financing has been an excellent opportunity for key investors to acquire meaningful positions as we resume drilling at Gold Chain and advance the project towards a maiden resource," stated Quentin Mai, president of Gold79. "Significantly, this raise exceeds the minimum financing condition for the amalgamation with Bullet Exploration, which, if completed, will provide the foundation for the next chapter of development and growth for the company."

Gross proceeds from the second tranche were $3.31-million through the issuance of 13,240,002 units at 25 cents per unit. Each unit consists of one common share of the company and one-half common share purchase warrant. A total of 6,620,002 whole warrants were issued in the second tranche, with each warrant entitling the holder to purchase one common share of the company at a price of 40 cents per share until Nov. 15, 2026. A total of 4.38 million warrants were issued in the first tranche. The warrants are callable, at the option of the company, in the event that the 20-day volume-weighted average price of the company's common share meets or exceeds 60 cents for 10 consecutive trading days based on trades on the TSX Venture Exchange and alternative trading systems. Subscribers will be notified of the call provision being triggered and will have a 30-day period to exercise the warrants.

The warrants contain provisions that prohibit the exercise by the holder, together with its affiliates, which would result in the holder, together with its affiliate, beneficially owning in excess of 9.99 per cent of the issued and outstanding common shares of the company immediately after giving effect to such exercise of the warrant.

In connection with the second tranche closing of the offering, cash finders' fees of $19,513 were paid, and 78,050 finders' warrants were issued. The finders' warrants are exercisable at 40 cents per share and expire Nov. 15, 2026.

This offering is subject to the final approval of the TSX-V. All securities issued in the second tranche of the placement are subject to a statutory hold period until March 16, 2025. It is expected that the third and final tranche of the offering would be closed later this month.

Officers and a director of the company participated in the second tranche of the offering and acquired 200,000 units for $50,000. The participation of these insiders in the second tranche of the offering constitutes a related party transaction, within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The board of directors of the company, with participating directors abstaining, determined that the transaction is exempt from the formal valuation and minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 for the related party transaction, as neither the fair market value of securities issued to the insiders nor the consideration paid by the insiders exceeded 25 per cent of the company's market capitalization. The company did not file a material change report with respect to the transaction 21 days in advance of the closing of the private placement because insider participation had not been confirmed. The shorter period was necessary in order to permit the company to close the private placement in a time frame consistent with usual market practice for transactions of this nature.

Proceeds raised in the placement will be used for: exploration expenditures related to the Gold Chain project in Arizona; property claim costs and contractual property payments; costs associated with the transaction with Bullet Exploration Inc., assuming the closing of the transaction with Bullet; exploration expenditures related to the Jefferson North project in Nevada; and working capital and general corporate purposes.

Extension of the offering

Gold79 is extending the final closing date of its offering to allow for a third-tranche closing. The closing date of the third tranche of the offering will now be on or before Dec. 16, 2024. All other terms of the offering remain unchanged.

Amendment to amalgamation agreement

Gold79 has amended the terms of its previously announced amalgamation agreement, as amended by amendment No. 1, with Bullet Exploration and Gold79's wholly owned subsidiary, pursuant to which Gold79 would acquire all of the issued and outstanding shares of Bullet. Pursuant to amendment No. 2 to the amalgamation agreement, the form of the amalgamation application attached as Schedule A to the amalgamation agreement has been updated to include all of the information that is required to be included in the amalgamation application that will be filed with the registrar in accordance with the provisions of the Business Corporations Act (British Columbia).

The completion of the transaction is subject to a number of conditions, including, but not limited to, TSX-V acceptance and the requisite Bullet shareholder approval. The transaction cannot close until the required Bullet shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Early warning report

Derek Macpherson of Toronto, Ont., acquired 20,000 units in the second tranche of the private placement at a price of 25 cents per unit for an aggregate purchase price of $5,000. Each unit consists of one common share and one-half common share purchase warrant of the company. Each warrant is exercisable at 40 cents per share until Nov. 15, 2026. As noted herein, all securities issued pursuant to the placement are subject to a statutory hold period which expires March 16, 2025.

Immediately prior to the private placement, Mr. Macpherson and joint actors Kanaga Capital Corp. and Olive Resource Capital Inc. owned 1,965,400 common shares of the company, representing 6.3 per cent of the then-issued-and-outstanding common shares of the company. As a result of the second-tranche closing of the private placement, Mr. Macpherson's and joint actors' ownership of the issued and outstanding common shares of the company decreased from 6.3 per cent to 4.5 per cent on an undiluted basis. In addition, if Mr. Macpherson and joint actors were to exercise all of their warrants and stock options of the company, they would own 3,404,150 common shares of the company, representing 7.4 per cent of the issued and outstanding common shares of the company on a partially diluted basis, assuming no further common shares of the company have been issued. This brings Mr. Macpherson and joint actors holdings to under 10 per cent on a partially diluted basis. As a result, Mr. Macpherson and joint actors ceased to be insiders of Gold79 relating to their shareholdings. Mr. Macpherson remains an insider due to his roles as executive chairman, chief executive officer and director of the company.

Mr. Macpherson acquired the securities for investment purposes. Mr. Macpherson may, depending on market and other conditions, increase or decrease his beneficial ownership of the company's securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.

The disclosure respecting Mr. Macpherson's shareholding contained in this press release is made pursuant to National Instrument 62-103, and a copy of the report in respect of the acquisition will be filed with applicable securities commissions and will be available under Gold79's SEDAR+ profile. A copy may be obtained by contacting Gold79.

About Gold79 Mines Ltd.

Gold79 Mines is focused on building ounces in the Southwestern United States. Gold79 has four gold projects, two of which are partnered with major gold producers (Kinross at Jefferson Canyon and Agnico at Greyhound). Gold79 is focused on establishing a maiden resource at its Gold Chain project in Arizona, and advancing its Tip Top project in Nevada.

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