Mr. Derek Macpherson reports

GOLD79 ANNOUNCES THE SUCCESSFUL COMPLETION OF AMALGAMATION WITH BULLET EXPLORATION

Gold79 Mines Ltd. has completed the previously announced three-cornered amalgamation with Bullet Exploration Inc. and 1492834 B.C. Ltd. (Subco), Gold79's wholly owned subsidiary, has been completed. The transaction and the recently completed financing by Gold79 has created a well-financed gold exploration company focused on the prolific Tier 1 Walker Lane mining district of Nevada and Arizona. The company will continue to focus on aggressively drilling Gold79's Gold Chain project in Arizona as well as advancing its Nevada projects.

"The completion of this amalgamation, along with the recently completed oversubscribed $6.1-million financing is another step forward in the transformation of the company. We are looking forward to the results from our ongoing drilling program at Gold Chain," stated Derek Macpherson, executive chairman and chief executive officer. He continued, "I would like to thank the many people who worked very hard to complete this transaction and financing from both Bullet and Gold79 over the last several months."

Director changes in conjunction with the transaction

Derek Macpherson will remain as the chief executive officer and executive chairman of Gold79, Quentin Mai will remain as the president of Gold79, John McNeice will remain as the chief financial officer and corporate secretary of Gold79, and Robert Johansing will remain as the vice-president, exploration of Gold79.

Concurrent with the completion of the amalgamation, Gary Thompson and Paul Carrelo resigned as directors of Gold79, and Ehsan Agahi and Anthony Paterson were appointed to fill the vacancies resulting from their resignations, subject to TSX Venture Exchange approval. As a result, upon completion of the amalgamation, the directors of Gold79 now consist of Derek Macpherson, Peter Mercer, Brodie Sutherland, Mr. Agahi and Mr. Paterson.

Mr. Agahi is a performance-driven executive with seven years of comprehensive experience as a consultant. Mr. Agahi has been deeply involved in capital markets, serving as both an adviser and director for various private companies, including his role as a general partner at Zephyr. He has played a pivotal role in raising over $40-million in growth capital within the private sector. 82 Specializing in corporate transactions such as acquisitions, mergers, takeovers and financings, Mr. Agahi excels in orchestrating effective due diligence processes. His expertise lies in identifying and capitalizing on investment opportunities, driving significant value for Canadian public companies through his adept management of high-net-worth individuals and entities.

Mr. Paterson has significant experience in the venture capital and private equity markets as a strategic investor, builder and operator. Mr. Paterson has participated in a multitude of financing engagements and has been instrumental in formulating seed financings for numerous public companies in the mining and resource sector. Additionally, Mr. Paterson has directly participated in raising over $50-million of growth capital in the private sector. His recent successes include being a significant partner in the bridge loan and go-public financing for Toronto Stock Exchange-listed Prime Mining Corp.

Completion of the transaction

At the annual and special meeting of Bullet shareholders held on Nov. 25, 2024, Bullet shareholders approved all matters brought before the meeting. Specifically, Bullet shareholders passed a special resolution approving the previously announced amalgamation of Bullet with Subco. The receipt of Bullet shareholder approval was a condition precedent to the completion of the amalgamation.

On Nov. 26, 2024, in accordance with the terms of the amalgamation agreement dated Sept. 3, 2024, as amended on Sept. 10, 2024, and on Nov. 14, 2024, Subco amalgamated with Bullet and continued as a new corporation under the name Gold79 Holding Two Corp. (amalco). Rather than receiving shares of amalco, the shareholders of Bullet instead received one common share of Gold79 for every three common shares of Bullet held by such Bullet shareholder (the exchange ratio). Approximately 19,112,940 common shares of Gold79 will be issued to the shareholders of Bullet. Additionally, 6.4 million replacement warrants will be issued to Bullet warrantholders exercisable for an equal number of Gold79 shares at 45 cents per share of Gold79 and the warrants will expire on Oct. 24, 2026. A total of 22,222 replacement stock options will be issued to a Bullet optionholder exercisable for Gold79 shares at $1.26 per share and the options will expire on April 18, 2026. Each common share purchase warrant and stock option of Bullet outstanding immediately prior to completion of the amalgamation has been adjusted in accordance with the exchange ratio. Amalco is a wholly owned subsidiary of Gold79. Upon completion of the amalgamation (but without giving effect to any securities issued under the financing discussed below), the former Bullet shareholders own approximately 46 per cent of the Gold79 shares and Gold79 shareholders own approximately 54 per cent of the Gold79 shares.

The agreement provided for a mutual condition of the parties that Gold79 shall have received subscription agreements in the aggregate amount of $4-million (unless otherwise agreed to by the parties) in order to complete a financing in one or more tranches and that was not contingent upon the closing of the amalgamation. Since the date of announcing the agreement and up to the closing of the amalgamation, Gold79 completed a non-brokered private placement of an aggregate of 24,440,002 units at a price of 25 cents per Gold79 unit for aggregate gross proceeds of $6.11-million. See the Gold79 press release dated Nov. 22, 2024. Each Gold79 unit comprised one Gold79 share and one-half of one common share purchase warrant. Each whole Gold79 warrant is exercisable to acquire one Gold79 share at an exercise price of 40 cents per Gold79 share for a period of 24 months from the date of issuance; provided, however, that if, following the date of issuance, the 20-day volume-weighted average trading price of the Gold79 shares on the TSX-V or an Alternative Trading System is equal to or greater than 60 cents for any 10 consecutive trading day period, Gold79 may, upon providing written notice to the holders of the Gold79 warrants, accelerate the expiry date of the Gold79 warrants to the date that is 30 days following the date of such notice. The first tranche of the financing was completed on Oct. 11, 2024, pursuant to which a total of 8.76 million Gold79 units were issued for gross proceeds of $2.19-million. See the Gold79 press release dated Oct. 14, 2024. The second tranche of the financing was completed on Nov. 15, 2024, pursuant to which a total of 13,240,002 Gold79 units were issued for gross proceeds of $3.31-million. See the Gold79 press release dated Nov. 18, 2024. The final tranche of the financing was completed on Nov. 22, 2024, pursuant to which 2.44 million Gold79 units were issued for gross proceeds of $610,000. The net proceeds from the financing will be used by Gold79 for exploration expenditures related to the Gold Chain project, Bullet's Jefferson North project, property claim costs and contractual property payments, and for working capital and general corporate purposes.

About Gold79 Mines Ltd.

Gold79 Mines is a TSX Venture Exchange-listed company focused on building ounces in the southwest United States. Gold79 has four gold projects, two of which are partnered with major gold producers (Kinross at Jefferson Canyon and Agnico Eagle 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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