ESGold Corp. Announces Flow-Through Share Private Placement for Gross Proceeds of up to C$2.975 Million

ESGold (OTCQB:ESAUF, CSE:ESAU) announced a non‑brokered flow‑through private placement of up to 3,500,000 FT common shares at C$0.85 per share for gross proceeds of up to C$2,975,000.

Rhea-AI Summary

ESGold (OTCQB:ESAUF, CSE:ESAU) announced a non‑brokered flow‑through private placement of up to 3,500,000 FT common shares at C$0.85 per share for gross proceeds of up to C$2,975,000. The company said proceeds will fund exploration on the Montauban Property, Quebec, and that Qualifying Expenditures will be incurred on or before Dec 31, 2026 and renounced with an effective date no later than Dec 31, 2025. Closing is expected on or about Dec 8, 2025 and is subject to CSE and other approvals.

Positive

• Gross proceeds of C$2,975,000 announced
• Proceeds dedicated to Montauban Property exploration
• Flow‑through expenditures to be renounced by Dec 31, 2025

Negative

• 3,500,000 new FT shares may dilute existing shareholders
• Closing subject to CSE and regulatory approvals, not guaranteed

Argus Publication session

+0.84% session move Open Argus

Details

News Market Reaction – ESAUF

In the trading session that priced this news, ESAUF gained 0.84%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details a non‑brokered flow‑through private placement of up to 3,500,000 shares at...

Analysis

This announcement details a non‑brokered flow‑through private placement of up to 3,500,000 shares at C$0.85, targeting gross proceeds of C$2.975M to fund exploration at the Montauban Property. The funds are earmarked as qualifying Canadian exploration and flow‑through mining expenditures to be incurred by December 31, 2026 and renounced by December 31, 2025. Investors may track closing conditions, actual proceeds raised, and subsequent exploration milestones on the project.

Key Figures

FT shares offered: 3,500,000 shares Offering price: C$0.85 per FT Share Gross proceeds: C$2,975,000 +3 more

FT shares offered

3,500,000 shares

Non-brokered flow-through private placement

Offering price

C$0.85 per FT Share

Flow-through private placement terms

Gross proceeds

C$2,975,000

Maximum proceeds from FT private placement

Qualifying expenditures deadline

December 31, 2026

Deadline to incur Canadian exploration expenses

Renunciation effective date

December 31, 2025

Effective date to renounce expenditures to investors

Hold period

Four months plus a day

Statutory hold on securities issued in the offering

Historical Context

5 past events · Latest: Dec 09

5 events

1. Dec 09

   Private placement close

   24h Move

   +1.2%

   Closed $4.505M flow-through placement to fund Montauban exploration.

2. Nov 21

   Investor webinar

   24h Move

   -0.5%

   Announcement of corporate update webinar with Red Cloud.

3. Nov 13

   AI demand editorial

   24h Move

   +2.4%

   Editorial linking AI hardware growth to rising gold and silver demand.

4. Nov 13

   AI 3D model update

   24h Move

   +2.4%

   AI‑enabled 3D geological model highlights potential district‑scale system.

5. Nov 11

   AI era editorial

   24h Move

   +2.3%

   Editorial on AI‑driven gold and silver demand featuring ESGold.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

flow-through common shares, private placement, Canadian exploration expense, flow-through mining expenditures, +1 more

5 terms

flow-through common shares financial

"a non-brokered private placement of up to 3,500,000 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.

private placement financial

"intends to proceed with a non-brokered private placement of up to 3,500,000"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Canadian exploration expense regulatory

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

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.

flow-through mining expenditures regulatory

"will qualify as "flow-through mining expenditures", as defined in subsection 127(9)"

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.

statutory hold period regulatory

"subject to a statutory hold period of four months plus a day from the date"

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. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

VANCOUVER, BC / ACCESS Newswire / November 27, 2025 / ESGold Corp. ("ESGold" or the "Company") (CSE:ESAU)(Frankfurt:Z7D)(OTCQB:ESAUF) is pleased to announce that the Company intends to proceed with a non-brokered private placement of up to 3,500,000 flow-through common shares of the Company (the "FT Shares") at a price of C$0.85 per FT Share for gross proceeds of up to $2,975,000 (the "Offering"). Red Cloud Securities Inc. will be acting as a finder in connection with the Offering.

The Company intends to use the proceeds from the Offering to fund the exploration on 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.

The Company may pay finder's fees to eligible finders in connection with the Offering.

The Offering is expected to close on or about December 8, 2025. Closing of the Offering is subject to various conditions, including receipt of all necessary corporate and regulatory approvals, including the Canadian Securities Exchange. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the size and price of ESGold's flow‑through offering (ESAUF) announced Nov 27, 2025?

ESGold filed a non‑brokered FT placement of up to 3,500,000 shares at C$0.85 per share for up to C$2,975,000 gross proceeds.

When is the ESGold (ESAUF) FT offering expected to close and what approvals are needed?

The offering is expected to close on or about Dec 8, 2025 and requires corporate and regulatory approvals, including the Canadian Securities Exchange.

How will ESGold (ESAUF) use proceeds from the C$2.975M flow‑through placement?

Proceeds will fund exploration on the Montauban Property in Quebec and qualify as Canadian flow‑through mining expenditures.

What are the tax and timing details for ESGold's flow‑through expenditures (ESAUF)?

Qualifying expenditures will be incurred on or before Dec 31, 2026 and renounced to purchasers with an effective date no later than Dec 31, 2025.

Will ESGold (ESAUF) pay finder's fees or face share restrictions from the FT offering?

The company may pay eligible finder’s fees and all securities issued will be subject to a statutory hold period of four months plus a day.