Lode Gold Enters into Exclusive LOI with a Mining Company to Advance Fremont Gold Project and Repay Debt

Rhea-AI Summary

Lode Gold (LODFF) has entered an exclusive confidential Letter of Intent with a mining company to advance the Fremont Gold Project in California, including a 45-day exclusivity and standstill through January 16, 2026. The contemplated deal is expected to bring capital to accelerate Fremont development and to repay outstanding debt secured by the asset.

Work to upgrade resources to Measured & Indicated begins immediately, a Pre-Feasibility Study is targeted for early 2026, with PFS completion estimated in Spring 2027. The 2023 PEA is based on 1M oz M&I and 2M oz inferred; planned PFS will evaluate underground bulk mining at various cut-offs and confirms no use of cyanide.

Positive

• 45-day exclusivity period ending Jan 16, 2026
• Planned PFS initiation early 2026
• Estimated PFS completion Spring 2027
• 2023 PEA basis: 1M oz M&I and 2M oz inferred
• Company aims to repay outstanding debt secured by Fremont

Negative

• Deal currently an exclusive LOI, not a binding transaction
• Exclusivity window is short: 45 days to finalize terms
• Planned value unlock depends on successful PFS and upgrades

Key Figures

Exclusivity period 45 days LOI exclusivity and standstill up to January 16, 2026

M&I resources 1M oz 2023 PEA based on 1M oz Measured & Indicated

Inferred resources 2M oz 2023 PEA based on 2M oz Inferred

Cut-off grade 1 g/t At 1 g/t cut-off, average true width 50m

Average width 50 m Average true width at 1 g/t cut-off

Cut-off grade 3 g/t At 3 g/t cut-off, average true width 17m

Average width 17 m Average true width at 3 g/t cut-off

Gram-meters range 74–143 Reported gram-meters range for underground bulk mining zones

Market Reality Check

$0.1569 Last Close

Volume Volume 20,000 vs 20-day average 96,026 (relative volume 0.21) shows limited trading interest pre-news. low

Technical Price 0.15825 is trading above the 200-day MA of 0.15, but still 29.82% below the 52-week high.

Peers on Argus

LODFF gained 3.31% while peers were mixed: CSRNF -25.74%, PRRSF -4.6%, JORFF +2.35%, GIGGF +5%, TMASF +1.2%. Moves do not indicate a unified sector trend.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 03	Project update	Positive	-3.7%	Year-end Fremont review with 2025 MRE and 2023 PEA economics highlighted.
Nov 26	Resource data update	Positive	-3.7%	Addition of 5,000+ historical samples to upgrade Fremont resource estimate.
Oct 15	Management change	Positive	-4.3%	Appointment of experienced chair to Gold Orogen Technical Committee and option grants.
Oct 07	Exploration results	Positive	-3.5%	Gold Orogen prospecting, soil results, and corporate share/financing actions.
Sep 05	Private placement	Positive	+16.8%	Closing of $1.51M upsized private placement and related corporate updates.

Pattern Detected

Recent operational and corporate updates have often been followed by negative price reactions, with the notable exception of a financing that saw a strong positive move.

Recent Company History

This announcement builds on several 2025 updates around Fremont and corporate positioning. On Sep 05, Lode Gold closed a $1.51M upsized private placement, which saw a 16.75% price gain. Subsequent news on exploration results, technical appointments, expanded sampling, and a detailed year-end Fremont review, including a 7% post-tax NPV of $835.6M and 64.4% IRR at $3,000/oz Au, were followed by single‑digit declines. Today’s LOI around Fremont and debt repayment fits the ongoing focus on advancing and de-risking the project.

Market Pulse Summary

This announcement centers on an exclusive LOI intended to fund Fremont’s advancement and repay asset‑secured debt, while moving resources toward the Measured & Indicated category and targeting a PFS by Spring 2027. Recent history shows multiple technical and financing milestones, including a $1.51M placement and detailed PEA economics. Investors may watch for conversion of the LOI into definitive terms and progress against stated PFS timing and resource‑upgrade goals.

Key Terms

letter of intent financial

"entered into an exclusive and confidential Letter of Intent ("LOI") with a mining company"

A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.

measured & indicated technical

"Work to upgrade additional resources to the Measured & Indicated ("M&I") category"

Measured & indicated are two levels of confidence used in estimating how much of a mineral or resource exists in a deposit: “measured” means the amount is well known from detailed sampling, while “indicated” means the amount is reasonably estimated but with more uncertainty. Investors use these categories like a reliability grade—higher proportions of measured and indicated resources reduce uncertainty about future production potential and value, similar to preferring counted cash over a rough receipt.

pre-feasibility study technical

"with initiation of a Pre-Feasibility Study ("PFS") targeted for early 2026"

A pre-feasibility study is an initial assessment that evaluates whether a proposed project or investment idea is worth exploring further. It involves examining basic factors like costs, potential benefits, and possible challenges, similar to conducting a preliminary check before deciding to invest more time and resources. This helps investors determine if pursuing the project further is practical and likely to be successful.

inferred technical

"optimize the project economics of the 2023 PEA which is based on 1M oz (M&I) and 2M (Inferred)"

Inferred means a conclusion or piece of information drawn from available clues rather than directly observed or confirmed. For investors, an inference is like reading a weather forecast from cloud patterns: it helps form expectations about a company’s performance or risks when hard data is missing, but it carries uncertainty and should be weighed alongside verified facts.

cut-off grades technical

"we will evaluate underground bulk mining at various cut-off grades"

Cut-off grades are the minimum concentration of a mineral or metal in mined rock that makes extracting it economically worthwhile; material below that threshold is treated as waste. Think of it like the minimum quality bar for sorting ripe fruit: anything below the bar isn’t sold. For investors, cut-off grades determine reported reserves, expected mine life and profitability because small changes can greatly expand or shrink the amount of material considered valuable.

cyanide technical

"There will be no use of cyanide ("CN")."

Cyanide is a family of chemical compounds that release a fast-acting, highly toxic ion capable of blocking the body’s ability to use oxygen; think of it as a powerful poison used and produced in some industrial processes. It matters to investors because cyanide is widely used in sectors like mining and manufacturing, and releases, spills or regulatory restrictions can create major safety liabilities, cleanup costs, operational shutdowns and reputational damage that affect a company’s value.

AI-generated analysis. Not financial advice.

Vancouver, British Columbia--(Newsfile Corp. - December 9, 2025) - Lode Gold Resources Inc (TSXV: LOD) ("Lode Gold" or the "Company") is pleased to announce that, following an extensive process to identify a joint-venture partner for the advancement of the Fremont Gold Project in California ("Fremont"), the Company has received multiple compelling proposals. After careful evaluation, Lode Gold has entered into an exclusive and confidential Letter of Intent ("LOI") with a mining company with seasoned executives, strong technical expertise, an excellent balance sheet, and a proven record of successfully advancing projects to production.

Under the terms of the LOI, the parties agreed to a 45-day exclusivity and standstill period up to January 16^th, 2026. The contemplated arrangement is expected to bring substantial capital to accelerate the development of Fremont and repay the outstanding debt secured by the asset.

This partnership would enable the Company to continue advancing key milestones at Fremont and is anticipated to unlock material value for shareholders. Work to upgrade additional resources to the Measured & Indicated ("M&I") category would commence immediately, with initiation of a Pre-Feasibility Study ("PFS") targeted for early 2026. Targeted completion of the PFS is estimated to be Spring 2027 where optimized scenarios of underground bulk mining will be evaluated.

Jon Hill, Chair of the Technical Committee states, "Without question, this is a robust project. We plan to further optimize the project economics of the 2023 PEA which is based on 1M oz (M&I) and 2M (Inferred). During the upcoming PFS, we will evaluate underground bulk mining at various cut-off grades. We have impressive widths that potentially allow for a high tonnage underground operation that minimizes footprint. There will be no use of cyanide ("CN"). At 1g/t cut-off, average truth width is 50m. At 3 g/t cut-off, average truth width is 17m. The gram-meters range from a very healthy 74 - 143."

About Lode Gold

Lode Gold has key assets in Canada and United States.

Fremont Gold Project (Fremont Gold Mining LLC) is a brownfield project in Mariposa, California with 43,000 m drilled, 8,000 channel samples, 14 adits and 2 shafts. Mining halted in 1942 due to the gold mining prohibition during WW II. It was mined at 10.7 g/t when price was gold was $35 per oz. PEA was completed (link) in 2023. The PEA was based on 1M oz (M&I) and 2M (Inferred). MRE (link) was updated in 2025; 92% of the ounces were left unmined. Average true widths at 1g/t cut off is 53m. Project sits on > 3,000 acres of 100% owned private and patented land which is designated as OZ, Trump Administration Opportunity Zone (Special Tax Incentives).

Gold Orogen (1475039 B.C. Ltd) is an early stage exploration pure play with quality assets in the Yukon and New Brunswick, Canada. Optionality exists as assets are diversified on two mineral belts that are known to have prolific gold endowment.

A 19.9% strategic partner was brought in and a joint venture was formed to create one of the largest land packages in New Brunswick with mineral rights spanning 445km².

The New Brunswick assets, McIntyre Brook and Riley Brook sit on a highly prospective belt that has seen many exciting discoveries including Dalradian, New Found Gold and Calibre Mining. Kinross- Puma surrounds McIntyre Brook.

In the Yukon, Golden Culvert/WIN sits on the southern end of the Tombstone Belt which in recent years has seen extensive exploration success. It has Reduced Intrusion (RIRGS) targets and sedimentary hosted orogenic mineralization. Over 4,500 m has been drilled with 50 gram meter intercepts.

The completion of Gold Orogen's spin out into a public company via an RTO is imminent, presenting a unique and compelling opportunity to unlock shareholder value as two standalone public companies with clear trajectory for growth will be created.

Dingman Property is an orogenic deposit in Ontario, Canada with over 22,000 m drilled, with a 2013 PEA, MRE (link to report) : 376,000 oz (M&I) and 47,000 oz (Inferred).

Qualified Person

The technical information contained in this press release was reviewed and approved by Gary Wong, P.Eng., Vice President Exploration of Lode Gold Resources Inc., designated as a Qualified Person under National Instrument 43-101.

ON BEHALF OF THE COMPANY

Wendy Chan
CEO
info@lode-gold.com
+1-(604)-977-GOLD (4653)

Kevin Shum
Investor Relations
kevin@lode-gold.com
+1 (604)-977-GOLD (4653)

Cautionary Statement Regarding Forward-Looking Information
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.

This news release includes "forward-looking statements" and "forward-looking information" within the meaning of Canadian securities legislation. All statements included in this news release, other than statements of historical fact, are forward-looking statements including, without limitation, statements with respect to the use of proceeds, advancement and completion of resource calculation, feasibility studies, and exploration plans and targets. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions and includes the negatives thereof.

Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which the Company operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies. These include assumptions regarding, among other things: the status of community relations and the security situation on site; general business and economic conditions; the availability of additional exploration and mineral project financing; the supply and demand for, inventories of, and the level and volatility of the prices of metals; relationships with strategic partners; the timing and receipt of governmental permits and approvals; the timing and receipt of community and landowner approvals; changes in regulations; political factors; the accuracy of the Company's interpretation of drill results; the geology, grade and continuity of the Company's mineral deposits; the availability of equipment, skilled labour and services needed for the exploration and development of mineral properties; and currency fluctuations.

There can be no assurance that forward-looking statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include a deterioration of security on site or actions by the local community that inhibits access and/or the ability to productively work on site, actual exploration results, interpretation of metallurgical characteristics of the mineralization, changes in project parameters as plans continue to be refined, future metal prices, availability of capital and financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, delays or inability to receive required approvals, business disruptions, and other exploration or other risks detailed herein and from time to time in the filings made by the Company with securities regulators, including those described under the heading "Risks and Uncertainties" in the Company's most recently filed MD&A. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277491

FAQ

What does the Lode Gold (LODFF) LOI with a mining company mean for Fremont?

The LOI creates a 45-day exclusive process through Jan 16, 2026 to pursue a partnership expected to fund development and repay asset-secured debt.

When will Lode Gold start and complete the Fremont Pre-Feasibility Study (PFS)?

Work to start early 2026 with targeted PFS completion in Spring 2027.

What resource base will the Fremont PFS use for evaluation for LODFF?

The PFS will build on the 2023 PEA which is based on 1M oz M&I and 2M oz inferred.

Will Fremont use cyanide in its proposed mining plan for LODFF?

Management states there will be no use of cyanide in the planned mining approach.

How does the LOI affect Lode Gold's outstanding debt at Fremont?

The contemplated arrangement is expected to bring capital to repay the outstanding debt secured by the asset.

What are near-term risks for Lode Gold shareholders regarding the LOI (LODFF)?

Key risks include the LOI being non-binding, a short 45-day exclusivity, and dependence on future PFS outcomes to unlock value.