ESGold Corp. (CSE: ESAU) (OTCQB: ESAUF) (FSE: Z7D) is pleased to announce it has entered into a binding term sheet with Ocean Partners UK Ltd. for a Prepayment and Working Capital Facility of up to C$9 million. The agreement represents a significant milestone in advancing the Company’s Montauban Gold-Silver Project in Quebec, while establishing a long-term partnership with a leading international metals trader.

Key Terms of the Facility

• Facility Size: Up to C$9 million, to be drawn in two tranches.
• Purpose: Supports completion of the Montauban processing facility and provides working capital.
• Drawdown Schedule:
  • First tranche of C$3 million available approximately three months prior to anticipated Phase 1 production (expected February 2026).
  • Second tranche of C$6 million available approximately five months prior to Phase 2 production (expected March 2027).
• Repayment: Facility repaid through dore deliveries in line with structured schedules per tranche.
• Offtake Contract: Ocean Partners to purchase 100% of gold and silver dore production from Montauban tailings and crown pillar material, subject to minimum deliveries of 50,000 oz gold and 1,000,000 oz silver.
• Pricing & Payments: Payable gold and silver at LBMA/COMEX settlement, with 90% provisional cash payment on the first business day following delivery.
• Interest Rate: 3M SOFR + 7% per annum, with arrangement fee of 1% deducted from drawdowns.

The Facility is subject to customary conditions precedent, including completion of definitive agreements, lender due diligence, and confirmation of construction and production timelines.

Gordon Robb, CEO of ESGold, stated:
“This agreement with Ocean Partners is an important step forward for ESGold. We are very pleased to partner with such a first-class global group, and this facility significantly strengthens our financial position and provides additional financial flexibility as we advance Montauban. Ocean Partners’ support ensures that debt obligations will be serviced through operating cash flow rather than equity dilution, while establishing a stable long-term sales channel for the gold and silver dore produced from Montauban. We are excited to move ahead together on the Montauban Project and to build a lasting partnership that supports ESGold’s growth well into the future.”

A Strengthened Financial Platform

This partnership with Ocean Partners enhances ESGold’s balance sheet and secures a globally recognized partner as the Montauban Project advances through construction. The prepayment facility not only bolsters working capital and provides additional financial flexibility, it also aligns repayment directly with production, ensuring that debt obligations are serviced through operating cash flow rather than equity dilution. The accompanying offtake agreement establishes a stable, long-term sales channel for all gold and silver dore produced from Montauban, creating certainty around revenue realization and reinforcing the economic foundation of the project. Together, these elements provide ESGold with a stronger platform to deliver on its construction milestones and transition into cash-flow generation.

Brent Omland, CEO of Ocean Partners, stated:

“The Montauban project is exactly the type of innovative opportunity in which we like to be involved. ESGold has found an economically viable path forward for precious metal production from tailings and surface rock. We are very pleased to form a long-lasting partnership with the ESGold team and are excited about the long-term potential in this area of Quebec.”

Why This Matters to Investors

This agreement secures a robust financing solution with a world-class counterparty. By aligning funding directly with production milestones, ESGold reduces financing risk while reinforcing its ability to deliver near-term cash flow at Montauban. The partnership further validates the Company’s strategy of advancing permitted, low-capex projects designed to generate high-margin returns while minimizing dilution.

What’s Next

• Ongoing Montauban construction, with building completion targeted for mid Q4 2025.
• Concentrate test results from Montauban expected in the coming weeks.
• Preparatory work and validation advancing in Colombia, with funding in place to support growth initiatives.
• Comprehensive 3D geological model of Montauban currently in progress, designed to integrate ANT survey results and guide systematic exploration.
• Exploration at Montauban will progress to include systematic drilling to highlight the district-scale significance of the deposit.

This agreement with Ocean Partners reinforces ESGold’s position as a fully funded company with the financial strength, strategic partnerships, and operational readiness to bring Montauban into production. With construction advancing, exploration initiatives underway, and a world-class partner now aligned with the project, ESGold is building a scalable platform designed to deliver near-term cash flow, long-term discovery potential, and sustainable shareholder value.

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.

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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