Announcing Closing of Brokered LIFE Offering September 18, 2025
ESGold Announces Closing of C$8.0 Million Brokered LIFE Offering
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Vancouver, BC – September 18, 2025 – ESGold Corp. (“ESGold” or the “Company”) (CSE:
ESAU | FSE: Z7D) is pleased to announce the closing of its previously announced “best efforts”
private placement (the “ Offering”) for gross proceeds of C$8,000,000, which includes the
exercise in full of the Agent’s option. Pursuant to the Offering, the Company sold 10,666,667 units
of the Company (each, a “Unit”) at a price of C$0.75 per Unit (the “Offering Price”). Red Cloud
Securities Inc. (the “Agent”) acted as sole agent and bookrunner in connection with the Offering.
Each Unit consists of one common share of the Company (each, a “ Common Share”) and one
common share purchase warrant (each, a “ Warrant”). Each Warrant entitle s the holder thereof
to purchase one Common Share (a “ Warrant Share”) at a price of C$ 1.10 at any time on or
before September 18, 2028.
The Company intends to use the net proceeds of the Offering for the advancement of the
Company’s flagship Montauban Project in Québec as well as for general working capital and
corporate purposes, as is more fully described in the Amended Offering Document (as defined
herein).
In accordance with National Instrument 45-106 - Prospectus Exemptions (“NI 45-106”), the Units
were issued to Canadian purchasers as well as purchasers in the United States and offshore
jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as
amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the
Listed Issuer Financing Exemption. The Common Shares and the Warrants underlying the Units,
and the Warrant Shares underlying the Warrants, if exercised, are immediately freely tradeable in
accordance with applicable Canadian securities legislation if sold to purchasers resident in
Canada.
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As consideration for their services, the Agent received aggregate cash fees of C$460,867.50 and
614,490 non-transferable common share purchase warrants (the “ Broker Warrants”). Each
Broker Warrant is exercisable into one common share of the Company (a “ Broker Warrant
Share”) at the Offering Price at any time on or before September 18, 2028. The Broker Warrants
and Broker Warrant Shares are subject to a statutory hold period in accordance with applicable
Canadian securities law and may not be traded until January 19 , 2026, except as permitted by
applicable securities legislation and the policies of the Canadian Securities Exchange (the “CSE”).
There is an amended offering document (the “ Amended Offering Document”) related to the
Offering that can be accessed under the Company ’s profile at www.sedar plus.ca and on the
Company’s website at: www.esgold.com.
The closing of the Offering remains subject to the final approval of the CSE.
The securities have not been, and will not be, registered under the United States Securities Act
of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not
be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons,
absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or in
compliance with an exemption therefrom. This news release does not constitute an offer to sell or
a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
About ESGold Corp.
ESGold Corp. (CSE: ESAU | 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 www.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.
For further information or to connect directly, please reach out to Gordon Robb, CEO of ESGold
Corp. at [email protected] or call 250-217-2321.
On behalf of the Board of Directors
ESGold Corp.
"Paul Mastantuono"
Chairman & COO
+1-888-370-1059
Forward-Looking Statements:
This release includes certain statements that may be deemed "forward-looking statements". All
statements in this release, other than statements of historical facts, are forward-looking
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statements. In particular, this press release contains forward -looking information relating to,
among other things, the intended use of proceeds of the Offering and the final approval of the
Offering by the CSE. Although the Company believes the expectations expressed in such forward-
looking statements are based on reasonable assumptions, such statements are not guarantees of
future performance and actual results or developments may differ materially from those forward-
looking statements. Factors that could cause actual results to differ materially from those in
forward-looking statements include market prices, development and exploration successes, and
continued availability of capital and financing and general economic, market or business
conditions. These statements are based on a number of assumptions including, among other
things, assumptions regarding general business and economic conditions; that the Company and
other parties will be able to satisfy stock exchange and other regulatory requirements in a timely
manner; that CSE approval will be granted in a timely manner subject only to standard conditions;
the availability of financing for the Company’s proposed programs on reasonable terms, and the
ability of third party service providers to deliver services in a timely manner. Investors are
cautioned that any such statements are not guarantees of future performance and actual results
or developments may differ materially from those projected in the forward-looking statements. The
Company does not assume any obligation to update or revise its forward -looking statements,
whether because of new information, future events or otherwise, except as required by applicable
law. All forward -looing information contained in this release is qualified by these cautionary
statements.
Neither the CSE nor its Regulation Services Provider accepts responsibility for the
adequacy or accuracy of this release.