On Monday 04 06, 2026 at 6:02PM ET Evergold Announces Closing of $5.4 Million Non-Brokered Private Placement
On Monday 04 06, 2026 at 6:02PM ET
Evergold Announces Closing of $5.4 Million Non-Brokered
Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
TORONTO, ON / ACCESS Newswire / April 6, 2026 / Evergold Corp. (TSXV:EVER)(OTC PINK:EVGUF)
(WKN:A2PTHZ) ("Evergold" or the "Company") is pleased to announce that it has closed its non-brokered private placement
financing (the "Offering"), first announced on March 10, 2026. The Offering consists of the sale of: (i) 6,612,758 hard-dollar
units of the Company ("HD Units") at a price of $0.55 per HD Unit for aggregate gross proceeds of $3,637,016.90; and (ii)
2,722,047 flow-through shares ("FT Shares") at a price of $0.65 per FT share for aggregate gross proceeds of $1,769,330.55, for
a grand total of $5,406,347.45.
Each HD Unit is composed of one (1) common share in the capital of the Company (each a "Common share") and one half (0.5)
of one Common Share purchase warrant (each whole warrant, a "HD Warrant"). Each HD Warrant entitles the holder thereof to
acquire one additional Common Share of the Company at an exercise price of $0.80 for a period of twenty-four (24) months
following the date of issuance. Each FT Share is composed of one (1) Common Share of the Company that qualifies as a "flow-
through share" as defined in subsection 66(15) of the Income Tax Act (Canada).
The gross proceeds from the issuance of the FT Shares will be used for "Canadian exploration expenses" on the Company's
Canadian mineral properties, primarily the Golden Lion Project, and will qualify either as "flow-through critical mineral mining
expenditures" or "flow-through mining expenditures" (the "Qualifying Expenditures"), each as defined in subsection 127(9) of
the Income Tax Act (Canada). The Company intends to renounce the Qualifying Expenditures to subscribers of FT Shares for the
fiscal year ended December 31, 2026 and to incur the Qualifying Expenditures on or before December 31, 2027. The net
proceeds from the issuance of the HD Units will be primarily used for exploration activities at the Company's properties, as well
as for general working capital purposes.
In connection with the Offering, eligible finders received aggregate finder fees of: (i) 378,234 finder warrants (each a "Finder
Warrant"), entitling the holder to acquire one Common Share issued on a non-flow-through basis, at a price of $0.80 for a period
of two years; and (ii) $217,460.
Completion of the Offering is subject to the receipt of all necessary regulatory approvals, including the approval of the TSX
Venture Exchange. All securities issued and issuable in connection with the Offering will be subject to a hold period of four
months and one day from the date of issuance, in accordance with applicable Canadian securities laws.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
Related Party Transaction
In connection with the Offering, Brian Butterworth, a director of the Company acquired 60,000 HD Units, Alexander Walcott, the
CEO and a director of the Company acquired 61,540 FT Shares, and Charles Greig (together with Messrs. Butterworth and
Walcott, the "Insiders"), the executive chairman of the Company acquired 77,000 FT Shares. The issuance of the HD Units and
FT Shares to the Insiders each constitutes a "related party transaction" as such term is defined under Multilateral Instrument
61 ‑ 101 - Protection of Minority Security Holders in Special Transactions ("MI 61 ‑ 101"). The Company is relying on an
exemption from the formal valuation and minority shareholder approval requirements provided under MI 61-101 pursuant to
section 5.5(a) and section 5.7(1)(a) of MI 61-101, on the basis that the participation in the Offering by the Insiders does not
exceed 25% of the fair market value of the Company's market capitalization.
In connection with the closing of the Offering, Mr. Greig (the "Acquiror" acquired 77,000 Common Shares of the Company (the
"Acquisition"). Prior to the Acquisition, the Acquiror beneficially owned or exercised control or direction over 690,454 Common
Shares, 58,000 options to purchase Common Shares ("Options"), 111,111 warrants to purchase Common Shares ("Warrants"), a
convertible debenture with principal amount $350,000, exercisable into 1,521,739 (the "Debenture"), and 1,050,000 Debenture
Warrants (the "Debenture Warrants"), entitling the Acquiror to acquire 1,050,000 Common Shares, representing 5.14% and
21.20% of the Company's issued and outstanding Common Shares on an undiluted and partially diluted basis respectively. The
Debenture and the Debenture Warrant are subject to a provision whereby the Acquiror may not exercise such securities if it would
result in the Acquiror holding 20% of the Company's issued and outstanding common shares, without the Company first
obtaining shareholder approval and the approval of the TSXV for the creation of a new control person of the Company. After
completion of the Acquisition, the Acquiror beneficially owns or exercises control or direction over 767,454 Common Shares,
58,000 Options, 111,111 Warrants, the Debenture with principal amount of $350,000, and the 1,050,000 Debenture Warrants,
representing 3.37% and 13.75% of the Company's issued and outstanding Common Shares on an undiluted and partially diluted
basis respectively.
In satisfaction of the requirements of National Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-
103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, an early warning report respecting the
Acquisition of securities by the Acquiror will be filed under the Company's SEDAR+ Profile at www.sedarplus.ca, following the
closing. To obtain a copy of the early warning report filed by the Company, please contact Alex Walcott at (604) 891-6200 or
refer to SEDAR+ under Evergold's issuer profile.
The Acquisition was completed for investment purposes. Depending on market and other conditions, the Acquiror may from time
to time in the future increase or decrease the ownership, control or direction over securities of the Company, through market
transactions, private agreements, or otherwise.
About Evergold
Evergold Corp. is focused on advancing the Golden Lion project, its 100%-owned, gold-silver (copper) project in northern
British Columbia's prolific Toodoggone mining district. At the southern end of the Golden Lion Project, at the GL1 Main Zone,
previous drilling by the Company, along with historical work, has outlined a near-surface, intermediate sulphidation epithermal-
style gold and silver bearing system with excellent potential for expansion along trend and down dip. The property was last
explored by the Company in 2021, when the final three holes yielded some of the most significant gold-silver intercepts ever
drilled on the property (see News January 17, 2022). To the north of the GL1 Main Zone, the property also has copper potential
that is clearly evident in historical data, and which has been realized recently elsewhere in the district.
On Behalf of the Board of Directors
Alex Walcott, P.Geo
President ,CEO & Director
For additional information, please contact:
Dylan Berg
Capital Markets Advisor
Tel: (604) 319-6180
w.evergoldcorp.ca
Alex Walcott, P.Geo
President ,CEO & Director
Tel: (604) 891-6200
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Cautionary Statement Regarding Forward-Looking Information
This news release includes certain "forward-looking statements" which are not comprised of historical facts. Forward- looking
statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the
effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be
identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since
forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve
inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the
Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors
involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ
materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ
materially from such forward-looking information include, but are not limited to, risks related to the amendment of the size of the
Upsized Offering and the completion, terms and expected closing date of the Upsized Offering, failure to identify mineral
resources, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political
risks, inability to fulfill the duty to accommodate First Nations, uncertainties relating to the availability and costs of financing
needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in
the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the
mineral exploration and development industry, and those risks set out in the Company's public documents filed on SEDAR.
Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news
release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news
release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims
any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future
events or otherwise, other than as required by law.
SOURCE: Evergold Corp.