Lahontan Gold and 1246765 BC Ltd. Announce Conditional Approval of Listing on TSX Venture Exchange

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TORONTO, ON/ACCESSWIRE/March 7, 2022/Lahontan Gold Corp. (the “Company” Where “Lahontan“) and 1246765 BC Ltd. (“765“) are pleased to provide an update in connection with the reverse takeover transaction (“OTR“) involving Lahontan, a subsidiary of 765, and 765 to form the resulting issuer to be named “Lahontan Gold Corp.” (the “Resulting emitter“). On March 3, 2022, the TSX Venture Exchange (“TSX-V“) has conditionally accepted the listing application proposed by the Resulting Issuer. Final TSX-V approval is subject to Lahontan and 765 fulfilling certain conditions required by the TSX-V, including the achievement of the RTO. For further information regarding the RTO, the Resulting Issuer and the merger agreement dated February 1, 2021, as amended October 15, 2021 (“Merger Agreement“) between 765 and Lahontan, please see the Merger Agreement section below and the original press release dated February 1, 2021.

Kimberly Ann, Chairman, President and Chief Executive Officer of Lahontan Gold Corp., said, “Lahontan is delighted to reach this important milestone in the process of obtaining a listing on the TSX-V. We will work diligently to meet the TSX-V remining requirements, complete the RTO with 765 and close the previously announced concurrent funding (please see press release dated November 22, 2021). The entire Lahontan team looks forward to completing this process and resuming exploration drilling on our flagship Santa Fe project so that we can complete our first resource estimate for Santa Fe this year.

Merger Agreement:

Pursuant to the Merger Agreement, the parties have agreed to effect the business combination through a three-party merger (the “Merger“) pursuant to which (i) LGC will amalgamate with a wholly owned subsidiary of 765 incorporated under the provisions of the Business Corporations Act (Ontario), (ii) all outstanding LGC shares, with a deemed price of $0.45, will be exchanged for Resulting Issuer Shares on the basis of one LGC Share for one Resulting Issuer Share (the “Exchange report“), and (iii) the combined company will become a wholly-owned subsidiary of 765. After giving effect to the merger, the shareholders of LGC will collectively exercise control of 765. Pursuant to the merger, all securities of LGC convertible into LGC The shares will cease to represent a right to acquire LGC shares and will give the right to acquire the same number of shares of the resulting post-combination issuer at the same exercise price per share, reflecting the exchange ratio .

It is expected that prior to the completion of the merger, and assuming the concurrent financing is completed at an offering price of $0.45 per subscription receipt, 765 will complete a consolidation of its 3,000,000 common shares currently outstanding on the basis of one (1) post-consolidation share for 2.7 pre-consolidation shares.

About Lahontan Gold Corp:

Lahontan Gold Corp. is a privately-held Canadian mineral exploration company that owns, through its US subsidiaries, three premier gold and silver exploration properties in the mining-friendly Walker Lane of Nevada. Flagship property of Lahontan, the 18 km2 The Santa Fe project is a former gold and silver mine with excellent potential to host significant gold and silver resources (past production of 345,000 ounces of gold and 710,000 ounces of silver between 1988 and 1992; Nevada Bureau of Mines and Geology, 1996). Modeling of over 110,000 meters of historic drilling, geological mapping and geochemical sampling outlines both shallow and oxide gold and silver mineralization as well as deeper high-grade potential resources. The Company is planning an aggressive drilling program in an effort to issue a National Instrument 43-101 (“National Instrument 43-101“) conforming estimate of mineral resources in 2022. For more information, please visit our website: www.lahontangoldcorp.com

All scientific and technical information contained in this press release has been reviewed and approved by Quentin J. Browne, P.Geo., Consulting Geologist of Lahontan Gold Corp., who is a Qualified Person as defined by NI 43- 101.

On behalf of the Board of Directors

Kimberly Anne

President, President and CEO

FOR MORE INFORMATION, PLEASE CONTACT:

Lahontan Gold Corp.
Kimberly Ann, Chairman, President and CEO
Telephone: 1-530-414-4400
E-mail: [email protected]
Website: www.lahontangoldcorp.com

Caution Regarding Forward-Looking Statements:

This press release contains certain “forward-looking statements” under applicable Canadian securities laws. Forward-looking statements include, but are not limited to, statements regarding: the terms and conditions of the proposed RTO and the satisfaction thereof; satisfaction of the conditions set forth in the conditional listing approval granted by the TSX Venture Exchange; the terms and conditions of the concurrent financing, including the subscription price; and the business and operations of 765 after the proposed business combination. Forward-looking statements are necessarily based on a number of estimates and assumptions which, while believed to be reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results to differ. and future events will differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to: satisfaction or waiver of all conditions applicable to completion of the RTO (including receipt of all necessary shareholder, stock exchange and regulatory approvals or consents , and the absence of material changes to the parties and their respective businesses); possibility of closing the RTO according to the proposed conditions or not at all; possibility of closing the concurrent financing under the proposed conditions or not at all, the occurrence of unforeseen events and factors that impede or prevent the parties’ respective future business plans; such other factors beyond the control of the parties (including, such as those set forth in 765’s public disclosure documents available on SEDAR (www.sedar.com) under 765’s issuer profile; the expected synergies of the RTO unrealized; risks relating to the integration of businesses; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of gold, silver, base metals or certain other commodities; fluctuations in currency markets (such as the exchange rate of the Canadian dollar against the US dollar); change in national prices and local government, legislation, taxation, controls, regulations and developments political or economic risks and hazards associated with exploration, development and mining activities (including environmental risks, undue accidents triels, pressures from unusual or unexpected formations, collapses and floods); inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relations with local communities and indigenous peoples and their claims; the availability of rising costs associated with mining inputs and labor; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from governmental authorities); and title deed.

There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. 765 disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Completion of the RTO is subject to a number of conditions, including, but not limited to, those set forth in the TSX Venture Exchange Conditional Letter of Approval. If so, the RTO cannot close until the required shareholder approval has been obtained. There is no guarantee that the RTO will be realized as proposed or not at all. Investors are cautioned that, unless otherwise specified in the listing application to be prepared under the RTO, any information published or received regarding the RTO may not be accurate or complete and should not be relied upon.

The TSX Venture Exchange Inc. has in no way passed on the merits of the proposed transaction and has neither approved nor disapproved of the contents of this press release.

THE SOURCE: Lahontan Gold Corp.

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