Vancouver September 24 2024 – Great Republic Mining (CSE:GRM) ("Great Republic", “GRM”, or the "Company") is pleased to announce its has entered into a non-binding Letter of Intent (LOI) to be acquire by the Lode Gold (LOD:TSX-V)’s wholly-owned subsidiary, (“1475039 B.C. Ltd.” or “Gold Orogen”), pursuant to which the Lode will acquire all of the issued and outstanding shares of GRM by way of a Reverse Take Over (RTO) transaction.

Lode Gold and subsidiary plans to carry out a tax-efficient Spin-out transaction by way of a RTO of the currently CSE-listed GRM. Upon closing, the shareholders of Great Republic (the target shareholders) will own 5.94% whereas Lode Gold will own up to 74.16% of the issued and outstanding shares of the company on a non-diluted basis (assuming the concurrent $1.5 million financing as defined herein is fully subscribed for) and Fancamp Exploration Ltd. (“Fancamp”) will own 19.9%. Subsequently, the resulting entity from the proposed RTO will continue the business as Gold Orogen. After the completion of the Spin-out, Great Republic shareholders will receive shares in Gold Orogen.

Bill Fisher, CEO of Great Republic Mining adds, “We are glad to partner with Lode Gold to acquire highly prospective exploration packages in Yukon and New Brunswick. Launching a new company, in this challenging market, that is already funded with $3 million to pursue exploration work - is exciting.”

Proposed RTO and Plan of Arrangement

Pursuant to the terms of the Letter of Intent and the upcoming Definitive Agreement, the proposed RTO is expected to be completed through a three-way plan of arrangement and amalgamation, whereby GRM, Lode Gold, and Gold Orogen will amalgamate pursuant to the laws of British Columbia. The shareholders of Lode Gold and Gold Orogen will own directly the GRM shares exchanged from the transaction.

It is proposed that the Lode Gold and subsidiary will acquire all of the issued and outstanding GRM shares. In connection with the proposed RTO: (i) the Spin Co expects to change its name and the company intends to seek the consent resolution approval; and (ii) GRM shares shall be consolidated so that 1,973,684 GRM shares shall be issued and outstanding prior to the Closing of the proposed RTO, or about 5.94% of total issued and outstanding shares on the Closing.

The Letter of Intent includes exclusivity provisions, pursuant to which the company and GRM have agreed to negotiate and deal exclusively with one another with respect to the proposed RTO during the exclusivity period (as defined herein). The exclusivity period commences on the date of the letter agreement and ends on the earlier of Oct. 31, 2024, and the date that the letter agreement is terminated in accordance with its terms.

Conditions of closing the proposed RTO

The completion of the proposed RTO is subject to a number of conditions, which include, but are not limited to:

• Receipt of all required shareholder, regulatory and other approvals, authorizations and consents for the proposed RTO as may be required;
• 1.875 million shares of founder and seed investors are escrowed for 12 months following the close of transaction with the right for quarterly release of shares
• No material adverse change in the business, results of operations, assets, liabilities, financial conditions or affairs of the parties subsequent to the date of the letter agreement;
• No legal proceedings or regulatory actions against the company or GRM that would reasonably be expected to have a material adverse effect on the company or GRM, in the reasonable opinion of the other party, as applicable;
• No inquiry, action, suit, proceeding or investigation commenced, announced or threatened by any securities regulatory authority or stock exchange in relation to the company or Liard;
• There being no prohibition at law against the completion of the proposed RTO;
• Compliance by the company and GRM with all representations, warranties, covenants, obligations and conditions of such party as set out in the definitive agreement to be negotiated between the parties.

Timing
The anticipated timing of Definitive Agreement and submission to the Exchange will be within the next two weeks. Audited financial statements and updated NI 43-101's have been completed for the listing projects: Golden Culvert/WIN, McIntyre Brook and Riley Brook.
Gold Orogen plans to raise an additional $1.5 million to add to the Spin Co’s current $3.0 million, resulting in a total $4.5 million spend in the first 12 months. This ensures systematic exploration and drilling can be executed in Yukon and New Brunswick. Please reference the Lode Gold’s Strategic Alliance in the August 30, 2024 news release.

The anticipated Spin-out date will be in Q4 2024 when Spin Co Gold Orogen will be trading as a public entity.

About Great Republic Mining Corp.

Great Republic is a Canadian exploration company engaged in the business of acquiring and exploring mineral resource properties – founded by a team with extensive geological, mining, and capital markets experience.

On Behalf of the Board of Directors

Jerry Huang
Chief Financial Officer and Director

For further information, please contact:

Jerry Huang
Chief Financial Officer and Director
Tel: 778-887-6489
Email: info@greatrepublic.ca  

Disclaimer for Forward-Looking Information

Certain statements in this news release are forward-looking statements, which reflect the expectations of management regarding Great Republic’s exploration plans. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits Great Republic will obtain from them. These forward-looking statements reflect management’s current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause actual results to differ materially from those expressed or implied by the forward-looking statements. These forward-looking statements are made as of the date of this news release and the Company assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements, except in accordance with applicable securities laws.