Gold79 Closes Oversubscribed Final Tranche of Upsized Private Placement for Gross Proceeds of $6,110,000

Ottawa, Ontario--(Newsfile Corp. - November 22, 2024) - Gold79 Mines Ltd. (TSXV: AUU) (OTCQB: AUSVF) ("Gold79" or the "Company") is pleased to announce the closing of the final tranche of its previously announced $6,000,000 non-brokered private placement financing (the "Offering"), raising aggregate gross proceeds of $6,110,000 through the issuance of 24,440,002 units at $0.25 per unit.

"This final tranche, which was oversubscribed, strengthens Gold79's position as it accelerates exploration and pursues opportunities to enhance shareholder value in a rising gold price environment," stated Quentin Mai, President of Gold79.

Gross proceeds from the final tranche were $610,000 through the issuance of 2,440,000 units at $0.25 per unit. Each unit consists of one common share of the Company and one-half common share purchase warrant. A total of 1,220,000 whole warrants were issued in the final tranche, with each warrant entitling the holder to purchase one common share of the Company at a price of $0.40 per share until November 22, 2026. A total of 12,220,002 warrants were issued in the Offering. 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 $0.60 for ten consecutive trading days based on trades on the TSX Venture Exchange ("TSX-V") 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% of the issued and outstanding common shares of the Company immediately after giving effect to such exercise of the warrant.

Details of the first tranche closing of the Offering were included in Gold79's press release dated October 10, 2024 and details of the second tranche closing of the Offering were included in Gold79's press release dated November 18, 2024.

No finder fees were paid in connection with the final tranche of the Offering. In connection with the first and second tranche closing of the Offering, cash finder's fees of $57,213 were paid, and 229,250 finder warrants were issued. The finder warrants are exercisable at $0.40 per share and expire two years from their issue date.

This Offering is subject to the final approval of the TSX-V. All securities issued in the final tranche of the placement are subject to a statutory hold period until March 23, 2025.

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

None of the securities to be issued in the Offering have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons, except in certain transactions exempt from the registration requirements of the U.S. Securities Act. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, securities of the Company in the United States.

About Gold79 Mines Ltd.

Gold79 Mines Ltd. is a TSX-V listed company focused on building ounces in the Southwest USA. 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.

FORWARD-LOOKING STATEMENTS:

This press release may contain forward-looking statements that are made as of the date hereof and are based on current expectations, forecasts and assumptions which involve risks and uncertainties associated with our business including the proposed transaction with Bullet Exploration Inc., any future private placements, the uncertainty as to whether further exploration will result in the target(s) being delineated as a mineral resource, capital expenditures, operating costs, mineral resources, recovery rates, grades and prices, estimated goals, expansion and growth of the business and operations, plans and references to the Company's future successes with its business and the economic environment in which the business operates. All such statements are made pursuant to the 'safe harbour' provisions of, and are intended to be forward-looking statements under, applicable Canadian securities legislation. Any statements contained herein that are statements of historical facts may be deemed to be forward-looking statements. By their nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties. We caution readers of this news release not to place undue reliance on our forward-looking statements as a number of factors could cause actual results or conditions to differ materially from current expectations. Please refer to the risks set forth in the Company's most recent annual MD&A and the Company's continuous disclosure documents, which can be found on SEDAR at www.sedarplus.ca. Gold79 does not intend, and disclaims any obligation, except as required by law, to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

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.

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