Elevation Gold Mining Corporation (TSX.V: ELVT.H) (the “Company” or “Elevation Gold”) previously announced in its press release dated December 4, 2024 that it entered into a purchase and sale agreement dated December 2, 2024 (the “APS”) with an arm’s length purchaser, EG Acquisition LLC (the “Purchaser”), in respect of the purchase and sale of certain of Elevation’s assets (the “Transaction”), including the outstanding common shares of Golden Vertex Corp. (“GVC”), which holds the Moss Mine located in Arizona.  As announced in  the Company’s press release dated December 19, 2024, the Transaction was approved by the British Columbia Supreme Court in an order dated December 17, 2024 (the “Canadian Approval Order”). 

The Canadian Approval Order was subject to recognition by the U.S. Court (the “US Approval Order”) in the Chapter 15 Proceedings (the “US Recognition Hearing”).  The US Recognition Hearing was heard on December 23, 2024, and the US Approval Order was entered on December 30, 2024. The Transaction was also approved by the TSX Venture Exchange subject to approval by the U.S. Court. 

The Transaction is expected to close on December 31, 2024.  In connection with Closing of the Transaction, all of the Company’s directors and officers have resigned from their positions, effective immediately.  The net proceeds of the Transaction will be applied in accordance with the Canadian Approval Order, following which the Company will have no operating business or material assets.