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ESAU.CN ·

ESGold Corp. Announces Closing Of Flow-Through Share Private Placement For Gross Proceeds Of $4.5 Million

Financings

ESGold Corp. Announces Closing Of Flow-Through Share Private Placement For

Gross Proceeds Of $4.5 Million

VANCOUVER, BRITISH COLUMBIA – December 9, 2025 – ESGold Corp.(“ ESGold” or

the “Company”) (CSE: ESAU, Frankfurt: Z7D, OTC: ESAUF) announces that further to its news

release dated November 27, 2024, the Company has closed its non- brokered private placement

(the “Offering”) of 5,300,000 flow-through common shares of the Company (the “FT Shares”)at a

price of $0.85 per FT Share for aggregate gross proceeds of $4,505,000.

The Company intends to use the proceeds from the Offering to fund the exploration of the

Company’s Montauban Property in Quebec. The gross proceeds from the sale of the FT Shares

will be used for Canadian exploration expenses as defined in paragraph (f) of the definition of

“Canadian exploration expense” in subsection 66.1(6) of the Income Tax Act (Canada) and will

qualify as “flow-through mining expenditures”, as defined in subsection 127(9) of the Income Tax

Act (Canada) that will qualify as “flow-through mining expenditures” as defined in section 359.1 of

the Taxation Act (Québec) (the “ Qualifying Expenditures”), which will be incurred on or before

December 31, 2026 and renounced to the purchasers of FT Shares with an effective date no later

than December 31, 2025 in an aggregate amount not less than the gross proceeds raised from the

issue of the FT Shares.

Red Cloud Securities Inc. acted as a finder in connection with the Offering. The Company paid an

aggregate cash finder’s fee of $315,350.

All securities issued in connection with the Offering are subject to a statutory hold period of four

months and a day from the date of date of issuance, being April 9, 2026, in accordance with

applicable securities legislation.

About ESGold Corp.

ESGold Corp. (CSE: ESAU | OTCQB: ESAUF | FSE: Z7D) is a fully permitted, fully funded, pre-

production mining company advancing a scalable clean mining model across North and South

America. The Company’s flagship Montauban Gold-Silver Project in Quebec is under construction

with production anticipated in 2026. ESGold is also advancing a joint venture in Colombia,

validating one of South America’s most prolific gold regions for tailings reprocessing and systematic

exploration. With a dual -track strategy of cash flow today and discovery tomorrow, ESGold is

building a platform for clean, sustainable growth and long-term shareholder value.

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.

Stay connected by following us on X (formerly Twitter), LinkedIn, and joining our Telegram

channel.

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

[email protected]

+1-888-370-1059

Forward Looking Statements

This news release contains “forward- looking statements” and “forward -looking information”

(collectively, “forward-looking statements”) within the meaning of applicable securities legislation.

All statements, other than statements of historical fact, are forward -looking statements. Forward-

looking statements in thi s news release relate to, among other things: the proceeds from the

Offering and the intended use thereof; the intention and timing related to incurring Qualifying

Expenditures and the renunciation thereof; and the payment of possible finders fees.

These forward-looking statements reflect the Company’s current views with respect to future events

and are necessarily based upon a number of assumptions that, while considered reasonable by

the Company, are inherently subject to significant operational, business, economic and regulatory

uncertainties and contingencies. These assumptions include, among other things: conditions in

general economic and financial markets; accuracy of assay results; geological interpretations from

drilling results, timing and amount of capital expenditures; performance of available laboratory and

other related services; future operating costs; the historical basis for current estimates of potential

quantities and grades of target zones; the availability of skilled labour and no labour related

disruptions at any of the Company’s operations; no unplanned delays or interruptions in scheduled

activities; all necessary permits, licenses and regulatory approvals for operations are received in a

timely manner; the ability to secure and maintain title and ownership to properties and the surface

rights necessary for operations; and the Company’s ability to comply with environmental, health

and safety laws. The foregoing list of assumptions is not exhaustive.

The Company cautions the reader that forward -looking statements involve known and unknown

risks, uncertainties and other factors that may cause actual results and developments to differ

materially from those expressed or implied by such forward -looking statements contained in this

news release and the Company has made assumptions and estimates based on or related to many

of these factors. Such factors include, without limitation: the timing and content of work programs;

results of exploration activities and development of mineral properties; the interpretation and

uncertainties of drilling results and other geological data; receipt, maintenance and security of

permits and mineral property titles; environmental and other regulatory risks; project costs overruns

or unanticipated costs and expenses; availability of funds; failure to delineate potential quantities

and grades of the target zones based on historical data; general market and industry conditions;

and those factors identified under the caption “Risks Factors” in the Company’s continuous

disclosure documents filed on SEDAR+ at www.sedarplus.com.

Forward-looking statements are based on the expectations and opinions of the Company’s

management on the date the statements are made. The assumptions used in the preparation of

such statements, although considered reasonable at the time of preparation, may prove to be

imprecise and, as such, readers are cautioned not to place undue reliance on these forward-looking

statements, which speak only as of the date the statements were made. The Company undertakes

no obligation to update or revise any forward -looking statements included in this news release if

these beliefs, estimates and opinions or other circumstances should change, except as otherwise

required by applicable law.

Neither the Canadian Securities Exchange nor its Regulation Services Provider accept

responsibility for the adequacy or accuracy of this release.