ESGold Announces Brokered LIFE Offering for Gross Proceeds of up to C$5 Million
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Vancouver, BC – September 5, 2025 – ESGold Corp. (“ESGold” or the “Company”) (CSE: ESAU | FSE: Z7D) is pleased to announced 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 the sale of up to 6,666,667 units of the Company (each, a “Unit”) at a price of C$0.75 per Unit (the “Offering Price”) for gross proceeds of up to C$5,000,000.
Each Unit will consist of one common share of the Company (each, a “Common Share”) and 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$1.10 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 1,000,000 Units at the Offering Price for additional gross proceeds of up to C$750,000 (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 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 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, Quebec and Ontario, 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 “Listed Issuer Financing Exemption”). The Common Shares and the 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. All securities issued pursuant to the Listed Issuer Financing Exemption will not be subject to a hold period in Canada in accordance with applicable Canadian securities law.