1246779 B.C. Ltd. and Western Alaska Copper & Gold Company Announce Closing of Pre-RTO Financing

Calgary, Alberta--(Newsfile Corp. - June 14, 2021) - 1246779 B.C. Ltd. ("779" or the "Company") and Western Alaska Copper & Gold Company ("WAC&G") are pleased to announce that further to their joint press release dated May 25, 2021, WAC&G has closed its non-brokered private placement of share of common stock ("WAC&G Shares") for gross proceeds of $3,296,948 (US$2,722,500) based on upon a foreign exchange rate of $0.82576 US dollars for every Canadian dollar (the "Pre-RTO Financing").

In connection with the Pre-RTO Financing, WAC&G issued 605 WAC&G Shares at a price of US$4,500 per WAC&G Share. No commission, finder's fee or similar payments (whether in the form of cash, securities or an interest in assets) was paid by WAC&G or 779 in connection with the Pre-RTO Financing.

WAC&G intends to use the proceeds of the Pre-RTO Financing to fund the exploration of its Illinois Creek Project (the "Project") and for general working capital.

About WAC&G

WAC&G owns the rights in and to the assets and claims in the Project, which is comprised of the Illinois Creek claim block, the Round Top claim block and the Honker claim block, totaling 222 State of Alaska mining claims and covering 35,520 acres (14,374 ha), or 55.5 square miles. The Project is 100% owned by WAC&G.

BD Resource Consulting, Inc. has prepared a technical report in respect of the Project dated effective January 15, 2021, which report is compliant with National Instrument 43-101 - Standards of Disclosure for Mineral Projects (the "NI 43-101 Report").

For additional information related to WAC&G and the Project, please see the joint press release of 779 and WAC&G dated May 25, 2021 ("May 25 Press Release").

Proposed Transaction and Concurrent Financing

On April 12, 2021 779 and WAC&G entered into an arm's length non-binding letter of intent in respect of a proposed business combination (the "Proposed Transaction") that would result in the reverse takeover of 779 by WAC&G and the listing of the resulting entity (the "Resulting Issuer") on the TSX Venture Exchange. Following the completion of the Proposed Transaction, WAC&G will become a wholly-owned subsidiary of the Resulting Issuer, which will hold all of the assets and continue the business of WAC&G. 779 and WAC&G continue to work towards finalizing and entering into a definitive agreement in respect of the Proposed Transaction (the "Definitive Agreement") as soon as possible. For further information on the Proposed Transaction and the Resulting Issuer please see the May 25 Press Release.

In connection with the Proposed Transaction, 779 intends to complete a non-brokered private placement offering of subscription receipts for aggregate gross proceeds of not less than C$2,000,000 at an offering price to be determined (the "Concurrent Financing"). For further information on the Concurrent Financing please see the May 25 Press Release.

Additional Information

Additional information concerning the Proposed Transaction, Concurrent Financing, 779, WAC&G and the Resulting Issuer will be provided in subsequent news releases and in 779's listing application to be filed in connection with the Proposed Transaction, which will be available under 779's SEDAR profile at www.sedar.com.

None of the securities to be issued in the Pre-RTO Financing or to be issued pursuant to the Proposed Transaction have been or will be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and any securities issued pursuant thereto will be issued in reliance upon available exemptions from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

About 779

779 is a company formed pursuant to the laws of British Columbia and is a reporting issuer in the Provinces of Alberta and British Columbia. 779 currently has issued and outstanding 3,000,000 779 Shares and 75,000 incentive stock options to acquire 75,000 779 Shares at a price of $0.10 per share which options shall be exercised prior to completion of the Proposed Transaction.

For further information:

1246779 B.C. Ltd.
James Ward, Director
Phone: (416) 897-2359
Email: james@wardfinancial.ca

Western Alaska Copper & Gold Company
Kit Marrs, President
Email: kit@wacg.rocks

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

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and obtaining all required shareholder approvals. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the listing application to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

All information contained in this news release with respect to 779, WAC&G, and the Resulting Issuer was supplied by the parties, respectively, for inclusion herein, and 779 and its directors and officers have relied on WAC&G for any information concerning such party.

Forward-Looking Statements

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would" , "might " or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the Proposed Transaction, the Pre-RTO Private Placement and the use of proceeds therefrom, the Concurrent Financing, the business and operations of 779, WAC&G and the Resulting Issuer. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder, court or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, 779 and WAC&G assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law. The terms and conditions of the Proposed Transaction may change based on 779's due diligence (which will be limited as the 779 intends to rely upon the due diligence conducted by the agents in connection with the Concurrent Financing) and the receipt of tax, corporate and securities law advice for both 779 and WAC&G. The statements in this press release are made as of the date of this release.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/87483