This press release is issued pursuant to Multilateral Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Calgary, Alberta, September 26, 2024 – TheNewswire – Mr. Ryan Kalt (the “Acquiror”) reports that he has privately acquired 1,000,000 common share units (the “Acquired Units”) of 79 Resources Ltd. (CSE:SNR)(“79 Resources” or the “Issuer”) on an indirect basis through a non-brokered private placement (the “Financing”) conducted by the Issuer for which cash consideration of $50,000.00 was paid to the Issuer (the “EWR Reporting Event”).

 

The Acquired Units were acquired by Mr. Kalt, on an indirect basis through Kalt Industries Ltd. (a corporate entity wholly owned by the Acquiror), for investment purposes.

 

The Placement Shares (below defined) represent, on a stand-alone basis, a total of 3.81% of the now-outstanding common shares of the Issuer (based upon the 26,236,400 common shares now-issued by the Issuer) providing for the disclosure herein.

 

The Acquired Units were indirectly acquired at closing of the Financing (on September 26, 2024) and were acquired pursuant to the terms of the Financing as announced by the Issuer (see also news release issued by 79 Resources dated September 26, 2024), and likewise such other particulars set out in the Form 62-103F1 associated with this Early Warning Notice press release.

 

The Acquired Units represent 1,000,000 common shares of the Issuer (the “Placement Shares”) and 1,000,000 common share purchase warrants of the Issuer (the “Placement Warrants”).

       

Under the Business Corporation Act (British Columbia), which applies to the Issuer, Mr. Kalt, who is a Director of the Issuer, abstained from voting on resolutions specific to the Financing and duly provided all applicable notices under the regulations.

   

As at the date hereof, Mr. Kalt now owns and controls, on a direct and indirect basis (and in the aggregate), a total of 20,547,400 common shares of 79 Resources, representing approximately 78.32% of the issued and outstanding common shares of the Issuer.

 

Mr. Kalt and/or corporate entities owned by him may acquire additional securities of the Issuer either on the open market or through private acquisitions or sell securities of the Issuer either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors. Other than the foregoing, Mr. Kalt and/or corporate entities owned by him do not have plans or any future intentions which relate to or would result in any of the other foregoing matters.

 

“Ryan Kalt”

Ryan Kalt

 

The Form 62-103F1 – Required Disclosure under the Early Warning Requirements associated with this news release can be obtained from SEDAR+ atwww.sedarplus.ca. In the alternate, to obtain a copy of the report, please contact Mr. Kalt at 1.403.454.2984.

 

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE Exchange) accepts responsibility for the adequacy or accuracy of this release.