ESGold Corp. Completes Financing of over C$3.4 Million to Initiate Final Construction Phase at Montauban

Rhea-AI Summary

ESGold Corp (CSE: ESAU, OTCQB: ESAUF) has successfully completed a non-brokered private placement, raising C$3.4 million through the issuance of 15,926,933 units at US$0.15 per unit. The financing, set to close on April 11, 2025, marks a important step toward initiating the final construction phase at the Montauban Gold-Silver Project in Quebec.

The funding, primarily backed by New York-based hedge funds and family offices, will be used for:

• Mill circuit construction and engineering work
• Final project mobilization
• General working capital requirements

With over 60% of Montauban's infrastructure already in place and full permits secured, this financing enables the company to proceed toward production. The offering includes one common share and one warrant per unit, with warrants exercisable at US$0.21 for 24 months. Insider participation included subscriptions from key executives totaling 1,250,000 units.

Positive

• Successful completion of C$3.4 million financing indicates strong investor confidence
• Project is fully permitted with 60% of infrastructure already in place
• Significant institutional backing from New York-based investors
• Clear path to production with final construction phase initiation
• Insider participation demonstrates management confidence

Negative

• Dilution from new share issuance
• Four-month hold period on issued securities
• Related party transactions requiring regulatory compliance
• Construction completion timeline uncertainty
• Warrant overhang at US$0.21 exercise price

Vancouver, British Columbia--(Newsfile Corp. - April 4, 2025) - ESGold Corp. (CSE: ESAU) (OTCQB: ESAUF) (FSE: Z7D) ("ESGold" or the "Company") is pleased to announce the successful completion of a non-brokered private placement (the "Offering"), which was conditionally reserved with the Canadian Securities Exchange (the "CSE") and opened and completed concurrently. The Offering consisted of 15,926,933 units (the "Units") at a price of US$0.15 (C$0.215) per Unit, for gross proceeds of US$2,389,040 (C$3,424,291).

A Pivotal Step Toward Production

The proceeds from this financing will be directed toward hiring contractors and engineering teams to commence construction of the mill circuit at the Company's fully permitted Montauban Project in Quebec. This represents a major milestone, and the final phase of infrastructure development required to bring the project into production.

New York-based hedge funds and family offices participated for the majority of the capital raised, demonstrating meaningful institutional interest and support for ESGold's clean production model and exploration potential.

"This financing is a very unique capital raise-it signals ESGold's ability to begin assembly of the gold and silver processing circuit at Montauban," said Brad Kitchen, President of ESGold. "With construction now imminent, we are entering the final stages before production. We extend our sincere gratitude to our shareholders and new investors-particularly the New York-based hedge funds and family offices that led the round-for their tremendous confidence in our vision. Together, we are positioning ESGold to become Canada's next mining company."

Each Unit consists of one common share in the capital of the Company (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one additional Common Share at a price of US$0.21 (C$0.30) for a period of 24 months from the date of closing.

In connection with the financing, the company will pay a cash finder's fee of C$165,628 and issue 770,361 finders' warrants. The finders' warrants will be exercisable into common shares for a period of 24 months at an exercise price of C$0.30 cents per common share.

Use of Proceeds

Net proceeds will be allocated to:

• Commencement of mill circuit construction and related engineering work;
• Final project mobilization for the Montauban Gold-Silver Project; and
• General working capital requirements.

All securities issued in connection with the offering are subject to a restricted hold period of four months and one day from the date of closing of the offering under applicable securities legislation. The Offering is subject to CSE approval, and the Company anticipates that it will close in five (5) business days on April 11, 2025.

The subscribers in the offering included insider participation from Brad Kitchen (president and director), Paul Mastantuono (chief executive officer and director) and Anthony Giuliano (chief financial officer). The insiders subscribed for an aggregate of 1,250,000 units. The issuance of Units to the insiders constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the formal valuation and minority shareholder approval requirements, pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, for the insider participation in the offering, as the value of the units subscribed for does not represent more than 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101.

A Platform for Growth

With over 60% of Montauban's infrastructure already in place and the project fully permitted, this financing positions the Company to move decisively into production. In parallel, the Company continues to advance its exploration initiatives, including the ongoing Ambient Noise Tomography (ANT) survey, which aims to define the full scale and depth of the deposit for the first time in its 110-year history.

About ESGold Corp.

ESGold Corp. (CSE: ESAU) (OTCQB: ESAUF) (FSE: Z7D) is a fully permitted, pre-production resource company at the forefront of clean mining and exploration innovation. With proven expertise in Quebec, the Company is advancing its projects toward production and feasibility while delivering long-term value through sustainable resource recovery and exploration. ESGold's flagship Montauban property, located 80 kilometers west of Quebec City, serves as a model for responsible mining practices, combining near-term production with district-scale discovery potential.

For more information, please contact ESGold Corp. at +1-888-370-1059 or visit esgold.com for additional resources, including a French version of this press release, past news releases, a 3D model of the Montauban processing plant, media interviews, and opinion-editorial pieces.

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On behalf of the Board of Directors
ESGold Corp.
"Brad Kitchen"
President & Director
info@esgold.com
+1-888-370-1059

Forward-Looking Statements:
This news release includes forward-looking statements within the meaning of applicable securities laws. These statements are based on assumptions and expectations that involve a number of known and unknown risks and uncertainties. Actual results could differ materially. Forward-looking information includes statements regarding the expected use of proceeds, the development and construction timelines of the Montauban Project, future production, and anticipated project milestones. Investors are cautioned not to place undue reliance on these forward-looking statements. All forward-looking information contained in this release is qualified by these cautionary statements.

Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/247330

FAQ

What is the size and terms of ESGold Corp's (ESAUF) latest financing round?

ESGold raised C$3.4 million through a private placement of 15,926,933 units priced at US$0.15 per unit, with each unit including one common share and one warrant exercisable at US$0.21 for 24 months.

How will ESGold (ESAUF) use the proceeds from its April 2025 financing?

The proceeds will fund mill circuit construction, engineering work, final project mobilization at the Montauban Gold-Silver Project, and general working capital requirements.

What is the current development status of ESGold's (ESAUF) Montauban Project?

The Montauban Project is fully permitted with over 60% of infrastructure in place, entering its final construction phase before production.

Who are the main investors in ESGold's (ESAUF) April 2025 financing round?

The majority of capital came from New York-based hedge funds and family offices, with additional insider participation from company executives.

What exploration activities is ESGold (ESAUF) currently conducting at Montauban?

ESGold is conducting an Ambient Noise Tomography (ANT) survey to define the full scale and depth of the deposit for the first time in its 110-year history.