Mr. Derek Macpherson reports

GOLD79 AMENDS TERMS OF PRIVATE PLACEMENT FINANCING

Gold79 Mines Ltd. is amending the terms of its non-brokered private placement originally announced on May 10, 2023. The private placement will now raise gross proceeds of up to $1-million, comprising 33,333,333 units, at three cents per unit. Each unit consists of one common share of the company and one whole common share purchase warrant. Each warrant entitles the holder to purchase one common share of the company at a price of five cents per share for a period of 24 months following the date of issuance. Additionally, the warrants will be callable during the 24-month period, at the option of the company, in the event that the 20-day volume-weighted average price of the company's common shares meets or exceeds eight cents for 10 consecutive trading days based on trades on the TSX Venture Exchange 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.

Any securities issued under the Offering would be subject to a statutory hold period of four months and one day from the date of issuance. This offering is subject to approval of the TSX Venture Exchange. The company anticipates a first closing of the offering on or about June 7, 2023 and a final closing on June 23, 2023.

The offering will be conducted by the company utilizing the existing security holder prospectus exemption under OSC Rule 45-501 Ontario Prospectus and Registration Exemptions and other equivalent provisions of applicable securities laws in other jurisdictions in Canada as well as the accredited investor exemption under National Instrument 45-106 Prospectus and Registration Exemptions and also other exemptions available to the company.

The company will make the offering available to all shareholders of the company as of June 1, 2023, who are eligible to participate under the existing security holder exemptions and who have notified the company by no later than June 19, 2023, at 5 p.m. (Eastern Time) of their intention to participate in the offering. The existing security holder exemptions limit a shareholder to a maximum investment of $15,000 unless the shareholder certifies in the subscription agreement that he or she has obtained advice regarding the suitability of the investment from a registered investment dealer or otherwise qualifies to rely on another private placement exemption.

In the subscription agreement, shareholders will be required to certify the number of common shares of the company held as of the record date and the total number of units they wish to subscribe for. Each existing shareholder on the record date will be entitled to purchase that number of units equal to at least their pro rata share based on the common shares owned on the record date, subject to a $3,000 minimum subscription. Any additional available units will be allocated by the company based on subscriptions received and units available. Orders will be processed by the company on a first-come, first-served basis such that it is possible that a subscription received from a shareholder may not be accepted by the company if the offering is oversubscribed. Any person who becomes a shareholder of the company after the record date shall not be entitled to participate in the offering under the existing security holders exemptions.

It is anticipated that approximately 35 per cent of the aggregate proceeds raised under the offering will be used for exploration expenditures related to the Gold Chain, Arizona, project; approximately 30 per cent will be used for land management costs and property payments; approximately 20 per cent will be used for working capital and general corporate purposes; and approximately 15 per cent will be used to pay management fees to company officers.

It is anticipated that certain officers and directors of the company will participate in the offering. Gold79 may pay commissions to qualified finders in Canada in connection with the offering. Any finder fees paid would be in accordance with TSX-V policies.

About Gold79 Mines Ltd.

Gold79 Mines is a TSX-V-listed company focused on building ounces in the Southwest United States. Gold79 holds 100-per-cent earn-in option to purchase agreements on three gold projects: the Jefferson Canyon gold project and the Tip Top gold project, both located in Nevada, U.S., and the Gold Chain project located in Arizona, U.S. In addition, Gold79 holds a 32.3-per-cent interest in the Greyhound project, Nunavut, Canada, under joint venture by Agnico Eagle Mines Ltd.

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