TORONTO, Aug. 7, 2024 (GLOBE NEWSWIRE) — Avidian Gold Corp. (“Avidian” or the “Pursue”) (TSX-V: AVG) is pleased to announce, further to its news release dated May 2, 2024, that it has completed the sale of its wholly owned Alaska subsidiary, Avidian Gold Alaska Inc. (“Alaska Birds”) to Contango ORE, Inc. (“Contango”) (NYSE-A: CTGO) for an initial amount of $2.4 million (Canadian dollars 3.3 million) (the “First considerations”), plus potential future consideration of USD 1.0 million, for total consideration of up to USD 3.4 million (CDN$4.7 million at the current exchange rate of USD 1 = CDN$1.3858) (the “transaction”). The initial consideration consists of (i) US$400,000 in cash (the “Cash compensation”) and (ii) US$2,000,000 in common shares of Contango (the “Equity considerations”).

Avidian Alaska owns and controls the Golden Zone and Amanita NE gold properties and has an option agreement to purchase 100% of the Amanita gold property. Golden Zone is a large, prospective property located between Anchorage and Fairbanks near rail and highway infrastructure. The Amanita and Amanita NE gold properties are adjacent to Kinross Gold Corporation’s Fort Knox operation near Fairbanks.

Dino Titaro, Director and Chairman of Avidian Gold, explains“With this transaction now complete, the Company will begin strengthening its balance sheet and focus on a value creation strategy for its 100% owned Jungo gold-copper project in Nevada and continue the ongoing evaluation of a number of potential strategic opportunities/alternatives that could be transformative for the Company.”

The transaction was presented to shareholders and received overwhelming approval of 98.38% of the votes cast at the Company’s Annual General Meeting and Extraordinary General Meeting on July 4, 2024. The transaction constituted a reviewable disposition under Policy 5.3 – Acquisition and disposal of tangible assets of the TSX Venture Exchange (the “Exchange“) remains subject to final approval by the Stock Exchange.

Due to a delay by the U.S. Internal Revenue Service (the “IRS”) the issuance of a certificate (the “certificate”) that Contango is not obligated to withhold any amount as a result of the transaction, with such certificate not yet being issued, the Company entered into a side agreement with Contango and Avidian Alaska under which the parties agreed to modify the payment schedule of the initial consideration and to provide an adjustment mechanism in the event that the IRS determines that an amount (the “Amount retained”) are retained (the “Determination of withholding tax”) under the Internal Revenue Code of 1986.

$50,000 of the cash payment was previously received by the Company as a down payment. If the amount withheld is greater than zero, the remaining portion of the cash payment of $350,000 (the “Retained consideration”) will be reduced by the withholding amount. Assuming there is no withholding amount, $150,000 of the withheld consideration will be payable upon receipt of the withholding determination and the remaining $200,000 will be payable on or before February 6, 2025 (the “Postpone payment deadline”). If the withholding tax assessment is not received by the payment deferral date, payment will be deferred until the withholding tax assessment is received. As a precaution, a withholding tax amount, if any, will be deducted from the total consideration withheld.

As of today, the Company has received $1,750,000 of the $2,000,000 Equity Consideration in the form of 78,511 shares of Contango’s common stock at a deemed price of $22.29 per share based on the 10-day VWAP ending on the closing date of the transaction. The remaining $250,000 of Equity Consideration has been retained by Contango and will be paid to the Company upon receipt of the Withholding Decision. In the event that the amount retained exceeds $350,000, such amount in excess of $350,000 will be deducted from the remaining $250,000 of Equity Consideration based on the value of Contango’s shares at the time of receipt of the Withholding Decision.

The Transaction is described in more detail in the Company’s news release dated May 2, 2024 and the Company’s management information circular dated May 31, 2024, which are available on the Company’s SEDAR+ profile at www.sedarplus.ca.

About Avidian Gold Corp.

Avidian brings a disciplined and experienced team of project managers focused on advanced stage gold exploration. The Company currently owns 100% of the Jungo gold-copper property in Nevada and is currently evaluating additional transformative opportunities.

Avidian is a shareholder in High Tide Resources (CSE: HTRC), which is focused and committed to developing mineral projects critical to infrastructure development using industry best practices combined with strong social buy-in from local communities. Avidian Gold controls approximately 28% of the outstanding shares of High Tide. High Tide owns a 100% interest in the Labrador West Iron Project, which hosts a NI 43-101 compliant inferred iron resource of 654.9 Mt at 28.84% Fe, located adjacent to the Iron Ore Company of Canada (“IOCC”) Carol Lake Mine in Labrador City, NL, operated by Rio Tinto PLC. This resource is exposed at surface and has been pit constrained for an open pit mining scenario. The technical report was filed on SEDAR on April 6, 2023 and was authored by Ryan Kressall M.Sc., P. Geo, Matthew Herrington, M.Sc., P. Geo, Catharine Pelletier, P. Eng. and Jeffrey Cassoff P. Eng. The Company also owns a 100% interest in the Lac Pegma copper-nickel-cobalt deposit located 50 kilometers southeast of Fermont, Quebec.

For further details regarding the Company and the Jungo Property, please visit the Company’s website at www.avidiangold.com.

For further information please contact:

Steve Roebuck
President and Managing Director
Cell: (905) 741-5458
Email: [email protected]

or

Dino Titaro
Director, Chairman of the Board
Mobile: (647) 283 7600
Email: [email protected]

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-looking statements

This press release contains certain “forward-looking statements” that are not based on historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including language that states that the Company or management expects a certain condition or result to occur. Forward-looking statements can be identified by terminology such as “believes,” “anticipates,” “expects,” “estimates,” “could,” “would,” “will,” “must,” or “plans.” Because forward-looking statements are based on assumptions and relate to future events and conditions, they inherently involve risks and uncertainties. Although these statements are based on information currently available to the Company, the Company gives no assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors associated with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking statements in this news release include, but are not limited to, the receipt by the Company of all or a portion of the initial consideration that it has not yet received, the timing of the determination of withholding taxes and the amount of the withholding taxes, the potential receipt by the Company of up to US$1.0 million in consideration in the transaction, objectives, goals or future plans, statements, exploration results, potential mineralization, the estimation of mineral resources, exploration and mine development plans, the timing of the commencement of operations by the Company or any other business in which it has an interest, the material or financial results of any operations so commenced, any anticipated benefits to the Company or its shareholders from the Company’s investments and assessments of market conditions. Factors that could cause actual results to differ materially from such forward-looking statements include, among others: failure of Contango to pay the Company all or part of the outstanding consideration that is or may become due to the Company under the terms of the Transaction, failure to identify mineral resources, failure to convert estimated mineral resources into reserves, inability to complete a feasibility study recommending a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failure to obtain required regulatory, environmental or other project approvals, political risks, inability to meet obligations to accommodate First Nations and other indigenous peoples, uncertainties regarding the availability and cost of future financing requirements, changes in equity markets, inflation, currency fluctuations, commodity price fluctuations, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks of mineral exploration and development industry and those risks set out in the Company’s public documents filed on SEDAR+. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which speaks only as of the date of this news release and no assurance can be given that such events will occur in the time frames disclosed or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.