[D] ESGold Corp. SEC Filing

Rhea-AI Filing Summary

ESGold Corp. filed a Form D disclosing a Regulation D, Rule 506(b) exempt offering for a total of $201,132 (USD). The offering price equals units of 150,000 shares at CAD$0.75 plus warrants (the exercise price of 15,000 warrants at CAD$1.10), converted to USD at an exchange rate of 0.7248. To date the issuer reports $81,540 sold and $119,592 remaining. The filing lists one investor so far, indicates the offering may last more than one year, and states no sales commissions paid while estimated finders' fees total $6,033 (including cash and 4,500 finder's warrants). The issuer is a Canadian corporation with principal offices in Vancouver, BC, and the filing was signed by CFO Tony Giuliano.

Positive

• Rule 506(b) exemption claimed, enabling private placement under Regulation D
• $81,540 of the $201,132 offering already sold (partial subscription)
• Finders' fees disclosed including cash and 4,500 finder's warrants, showing transparency of compensation

Negative

• Only 1 investor reported to date, indicating limited investor participation so far
• Relatively small total offering size of $201,132 may be immaterial relative to larger capital needs
• $119,592 remains unsold, leaving the issuer with incomplete funding from this placement

Insights

Securities Attorney

Form D uses Rule 506(b), limiting general solicitation but allowing accredited purchasers.

The filing explicitly claims an exemption under Rule 506(b), which means the issuer is not relying on general solicitation and must rely on investor qualification procedures allowed by that rule. The form shows $201,132 as the total offering size and $81,540 sold to date, with 1 investor recorded.

Disclosed finders' compensation includes $6,033 estimated fees and 4,500 finder's warrants; the issuer notes the warrants may not be exercised. This compensation disclosure is material for compliance and state filing considerations.

Capital Markets Analyst

Small, partial placement: $81,540 sold of a $201,132 offering; limited investor uptake so far.

The issuer has sold about 40.5% of the offering by dollar value ($81,540 sold, $119,592 remaining). The minimum investment is listed as $0, and the offering duration may exceed one year, which can extend capital-raising timing.

The mix of equity and detachable warrants (units plus 15,000 warrants) affects potential dilution if warrants are exercised; the filing provides the underlying counts and exercise prices.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001657800

SECOVA METALS CORP.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

ESGold Corp.

Jurisdiction of Incorporation/Organization

CANADA (FEDERAL LEVEL)

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
ESGold Corp.
Street Address 1		Street Address 2
1500 - 1055 WEST GEORGIA STREET
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
VANCOUVER	BRITISH COLUMBIA, CANADA	V6E 4N7	604-506-7555

3. Related Persons

Last Name	First Name	Middle Name
Giuliano	Tony
Street Address 1	Street Address 2
1500-1055 West Georgia Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6E 4N7

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

CFO

Last Name	First Name	Middle Name
Gauthier	Andre
Street Address 1	Street Address 2
1500-1055 West Georgia Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6E 4N7

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Mastantuono	Paul
Street Address 1	Street Address 2
1500-1055 West Georgia Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6E 4N7

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

COO

Last Name	First Name	Middle Name
Kitchen	Bradley
Street Address 1	Street Address 2
1500-1055 West Georgia Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6E 4N7

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Espig	Peter
Street Address 1	Street Address 2
1500-1055 West Georgia Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6E 4N7

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Robb	Gordon
Street Address 1	Street Address 2
1500-1055 West Georgia Street
City	State/Province/Country	ZIP/PostalCode
Vancouver	BRITISH COLUMBIA, CANADA	V6E 4N7

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

CEO

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-18				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
Red Cloud Securities Inc.	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
120 Adelaide St W	Suite 1400
City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5H 1T1
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
NEW JERSEY

13. Offering and Sales Amounts

Total Offering Amount	$201,132	USD	or Indefinite
Total Amount Sold	$81,540	USD
Total Remaining to be Sold	$119,592	USD	or Indefinite

Clarification of Response (if Necessary):

Total Offering Amount equals the price of units consisting of shares (150,000 x CAD$0.75) plus exercise price of the underlying warrants (15,000 x CAD$1.10) converted to US$ at an exchange rate of US$0.7248.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$6,033	USD	X Estimate

Clarification of Response (if Necessary):

Cash finder's fee of CAD$3,375 (US$2,446.20) and 4,500 finder's warrants exercisable at CAD$1.10 (US$0.80) for 36 months. There is no assurance that the finder's warrants will be exercised.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
ESGold Corp.	/s/ Tony Giuliano	Tony Giuliano	CFO	2025-10-03

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What exemption did ESGold Corp. (ESAUF) claim on Form D?

ESGold Corp. claimed the Rule 506(b) exemption under Regulation D.

How large is the offering disclosed by ESGold Corp. (ESAUF)?

The total offering amount is $201,132 (USD), with $81,540 sold and $119,592 remaining.

What securities are included in the offering?

The offering consists of units: 150,000 shares at CAD$0.75 plus underlying warrants including 15,000 warrants at CAD$1.10.

How many investors participated so far in the ESGold offering?

The filing reports a total of 1 investor to date.

What finders' fees were disclosed?

Estimated finders' fees total $6,033 (including cash CAD$3,375 ≈ $2,446.20 and 4,500 finder's warrants exercisable for 36 months).

Is this offering tied to a merger or business combination?

No. The filing states the offering is not being made in connection with a business combination transaction.