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Vancouver, BC – February 19, 2026 – ESGold Corp. (CSE: ESAU | OTCQB: ESAUF | FSE: Z7D) (“ESGold” or the “Company”) is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc. (“Red Cloud” or the “Agent”) to act as sole agent and bookrunner in connection with a “best efforts” private placement (the “Marketed Offering”) for gross proceeds of up to C$7,000,600 from the sale of up to 10,295,000 units of the Company (the “Units”) at a price of C$0.68 per Unit (the “Offering Price”). 

Each Unit will consist of one common share of the Company (each, a “Common Share”) and one-half of one common share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share (a “Warrant Share”) at a price of C$1.00 at any time on or before that date which is 36 months following the Closing Date (as herein defined). 

The Company also grants the Agent an option, exercisable in full or in part up to 48 hours prior to the closing of the Marketed Offering, to sell up to an additional 1,471,000 Units at the Offering Price for up to an additional C$1,000,280 in gross proceeds (the “Agent’s Option”). The Marketed Offering and the securities issuable upon exercise of the Agent’s Option shall be collectively referred to as the “Offering”. 

The Company intends to use the net proceeds from the sale of Units 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 Offering Document (as defined herein). 

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Units will be offered for sale to purchasers resident in the provinces of British Columbia, Alberta, Manitoba, Saskatchewan, and Ontario 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 “Listed Issuer Financing Exemption”). The Common Shares and Warrants underlying the Units, and the Warrant Shares underlying the Warrants, if exercised, are expected to be immediately freely tradeable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada. The Units may also be sold in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to the exemptions from the registration requirements provided for under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.