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

Rhea-AI Summary

ESGold (OTCQB:ESAUF) closed a non-brokered flow-through private placement of 5,300,000 FT common shares at $0.85 per share for aggregate gross proceeds of $4,505,000 on December 9, 2025.

The company stated the proceeds will fund exploration of the Montauban Property, Quebec. Qualifying Canadian exploration expenditures will be incurred on or before Dec 31, 2026 and renounced to purchasers with an effective date no later than Dec 31, 2025.

Red Cloud Securities acted as finder and received a cash finder's fee of $315,350. All securities issued are subject to a statutory hold period ending April 9, 2026.

Positive

• Raised $4.505M via flow-through share issuance
• Funds earmarked for Montauban Property exploration through Dec 31, 2026
• Tax-advantaged flow-through structure for purchasers

Negative

• Finder's fee of $315,350 (~7% of gross proceeds) reduces net proceeds
• Issuance of 5.3M shares increases share count and may dilute existing holders
• Issued FT shares subject to statutory hold until April 9, 2026, limiting immediate liquidity

News Market Reaction – ESAUF

+1.22%

1 alert

+1.22% News Effect

On the day this news was published, ESAUF gained 1.22%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Flow-through shares issued: 5,300,000 shares Offering price: $0.85 per FT Share Gross proceeds: $4,505,000 +4 more

7 metrics

Flow-through shares issued 5,300,000 shares Non-brokered private placement

Offering price $0.85 per FT Share Flow-through private placement

Gross proceeds $4,505,000 Flow-through private placement to fund Montauban exploration

Finder’s fee $315,350 cash Paid to Red Cloud Securities Inc.

Qualifying expenditures deadline December 31, 2026 Deadline to incur Canadian exploration expenses

Renunciation effective date No later than December 31, 2025 Flow-through tax renunciation to purchasers

Hold period end April 9, 2026 Statutory hold period on securities issued

Market Reality Check

Price: $0.4734 Vol: Volume 211,901 is about 2...

high vol

$0.4734 Last Close

Volume Volume 211,901 is about 2.6x the 20-day average of 81,416, indicating elevated interest ahead of/around the financing. high

Technical Shares trade at $0.50, below the $0.55 200-day MA and between the 52-week high of $1.10 and low of $0.1966.

Peers on Argus

ESAUF gained about 0.67% with elevated volume, while peers showed mixed moves: M...

ESAUF gained about 0.67% with elevated volume, while peers showed mixed moves: MMNGF up 7.57%, KDKCF up 1.66%, FOMNF down 2.03%, SSVRF roughly flat and GFTYF unchanged. This points to a stock-specific reaction to the financing rather than a broad sector move.

Historical Context

5 past events · Latest: Dec 09 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 09	Flow-through financing	Neutral	+1.2%	Closed $4.505M flow-through private placement to fund Montauban exploration.
Nov 21	Investor webinar	Neutral	-0.5%	Announced Red Cloud-hosted virtual corporate update and Q&A session.
Nov 13	Strategic positioning	Positive	+2.4%	Editorial featured ESGold as positioned for rising AI-driven gold and silver demand.
Nov 13	Project update	Positive	+2.4%	Announced AI-enabled 3D geological model and near-term cash flow plans at Montauban.
Nov 11	Strategic positioning	Positive	+2.3%	Highlighted fully funded, fully permitted project amid AI-era gold, silver demand.

Pattern Detected

Recent news events, including project updates and positioning editorials, have generally coincided with modest positive price reactions.

Recent Company History

This announcement extends a series of updates centered on ESGold’s Montauban project and broader positioning in precious metals. On Nov 13, 2025, the company highlighted an AI‑enabled 3D model and a fully permitted, funded project, followed by editorial coverage linking gold and silver demand to AI trends. A Red Cloud webinar was announced on Nov 21, 2025. The current Dec 9, 2025 flow-through private placement provides capital specifically earmarked for Montauban exploration, continuing this project-focused narrative.

Market Pulse Summary

This announcement details a non-brokered flow-through financing of 5,300,000 shares at $0.85 for gro...

Analysis

This announcement details a non-brokered flow-through financing of 5,300,000 shares at $0.85 for gross proceeds of $4,505,000, earmarked for Montauban exploration as qualifying Canadian and Québec flow-through expenditures. It follows prior project- and positioning-focused updates over the past month. Key factors to watch include how efficiently these funds translate into exploration progress by December 31, 2026 and any subsequent updates on Montauban’s advancement.

Key Terms

flow-through common shares, Canadian exploration expense, Income Tax Act (Canada), flow-through mining expenditures, +2 more

6 terms

flow-through common shares financial

"the Company has closed its non-brokered private placement ... of 5,300,000 flow-through common shares"

Flow-through common shares are a type of equity, most often used in resource exploration, that let a company pass its tax-deductible exploration or development expenses to shareholders so those investors can claim the tax benefits on their personal returns. For investors, they act like a bundle of stock plus a tax break: you gain ownership exposure to the company’s upside while receiving immediate tax deductions that can reduce your taxable income, which affects after-tax returns and the effective cost of the investment.

Canadian exploration expense regulatory

"used for Canadian exploration expenses as defined in paragraph (f) of the definition of "Canadian exploration expense""

Canadian Exploration Expense (CEE) is a specific category of costs for looking for minerals in Canada that can be used to reduce taxable income. For investors, it matters because companies or shareholders can claim these costs as tax deductions or receive tax benefits through special share arrangements, which improves after‑tax cash flow and can make exploratory mining investments more attractive—like a coupon that lowers the effective price of risky drilling work.

Income Tax Act (Canada) regulatory

"as defined in paragraph (f) of the definition of "Canadian exploration expense" in subsection 66.1(6) of the Income Tax Act (Canada)"

The Income Tax Act (Canada) is the federal law that sets the rules for how individuals and businesses in Canada calculate, report and pay income taxes, including what counts as taxable income, allowable deductions, credits and the applicable tax rates. Investors care because those rules determine after‑tax profits, how dividends and capital gains are treated, and which tax incentives affect corporate cash flow and valuations—like a rulebook that decides how much of earnings actually reach shareholders.

flow-through mining expenditures regulatory

"will qualify as "flow-through mining expenditures", as defined in subsection 127(9) of the Income Tax Act (Canada)"

Flow-through mining expenditures are exploration or development costs that a mining company legally transfers to its investors so those investors can claim the tax deductions instead of the company. Think of it like a company handing investors a coupon that lowers their tax bill in exchange for up-front funding; this makes it easier for miners to raise money for exploration and can affect investor returns, company cash needs, and the attractiveness of the company’s stock.

Taxation Act (Québec) regulatory

"as defined in section 359.1 of the Taxation Act (Québec) (the "Qualifying Expenditures")"

The Taxation Act (Québec) is the provincial law that sets out how taxes are assessed, collected and administered in Quebec, including rules on taxable income, deductions, credits and filing obligations for individuals and businesses. Investors care because it shapes a company’s after‑tax profits, cash flow and the tax benefits or expenses they will face — like a rulebook that determines how much of a company’s earnings are kept versus paid to the province.

statutory hold period regulatory

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

A statutory hold period is a legally required time window during which newly issued securities or shares received by insiders cannot be sold. It matters to investors because it affects when those shares can enter the market, influencing supply, short-term liquidity and potential price pressure—think of it like a temporary “no-sell” tag that prevents an immediate flood of items onto a store shelf after a big restock.

AI-generated analysis. Not financial advice.

VANCOUVER, BC / ACCESS Newswire / December 9, 2025 / ESGold Corp.("ESGold" or the "Company") (CSE:ESAU)(Frankfurt:Z7D)(OTCQB: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 gordon@esgold.com or call 250-217-2321.

On behalf of the Board of Directors
ESGold Corp.
Paul Mastantuono
Chairman & COO
info@esgold.com
+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 this 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.

SOURCE: ESGold Corp.

View the original press release on ACCESS Newswire

FAQ

How much did ESGold (ESAUF) raise in the December 9, 2025 flow-through private placement?

ESGold raised $4,505,000 by issuing 5,300,000 flow-through shares at $0.85 per share.

What will ESGold (ESAUF) use the $4.505M proceeds for?

The proceeds will fund exploration of the Montauban Property in Quebec and qualify as Canadian exploration expenditures.

When must ESGold (ESAUF) incur the qualifying exploration expenditures?

Qualifying expenditures must be incurred on or before December 31, 2026 with renunciation effective no later than December 31, 2025.

Did ESGold (ESAUF) pay any finder's fees for the private placement?

Yes. An aggregate cash finder's fee of $315,350 was paid to Red Cloud Securities.

When do the newly issued ESGold (ESAUF) flow-through shares become tradable?

All securities are subject to a statutory hold period ending on April 9, 2026.

How does the flow-through structure affect investors in ESGold (ESAUF)?

Purchasers receive tax benefits because the issued FT shares allow renunciation of qualifying Canadian exploration expenses to investors.