Star Metro - Evergold Announces Closing of $5.4 Million Non-Brokered Private Placement

TORONTO, ON / ACCESS Newswire / April 6, 2026 / Evergold Corp. (TSXV:EVER)(OTC PINK:EVGUF)(WKN:A2PTHZ) ("Evergold" or the "Company") is pleased to announce that it has closed its non-brokered private placement financing (the "Offering"), first announced on March 10, 2026. The Offering consists of the sale of: (i) 6,612,758 hard-dollar units of the Company ("HD Units") at a price of $0.55 per HD Unit for aggregate gross proceeds of $3,637,016.90; and (ii) 2,722,047 flow-through shares ("FT Shares") at a price of $0.65 per FT share for aggregate gross proceeds of $1,769,330.55, for a grand total of $5,406,347.45.

Each HD Unit is composed of one (1) common share in the capital of the Company (each a "Common share") and one half (0.5) of one Common Share purchase warrant (each whole warrant, a "HD Warrant"). Each HD Warrant entitles the holder thereof to acquire one additional Common Share of the Company at an exercise price of $0.80 for a period of twenty-four (24) months following the date of issuance. Each FT Share is composed of one (1) Common Share of the Company that qualifies as a "flow-through share" as defined in subsection 66(15) of the Income Tax Act (Canada).

The gross proceeds from the issuance of the FT Shares will be used for "Canadian exploration expenses" on the Company's Canadian mineral properties, primarily the Golden Lion Project, and will qualify either as "flow-through critical mineral mining expenditures" or "flow-through mining expenditures" (the "Qualifying Expenditures"), each as defined in subsection 127(9) of the Income Tax Act (Canada). The Company intends to renounce the Qualifying Expenditures to subscribers of FT Shares for the fiscal year ended December 31, 2026 and to incur the Qualifying Expenditures on or before December 31, 2027. The net proceeds from the issuance of the HD Units will be primarily used for exploration activities at the Company's properties, as well as for general working capital purposes.

In connection with the Offering, eligible finders received aggregate finder fees of: (i) 378,234 finder warrants (each a "Finder Warrant"), entitling the holder to acquire one Common Share issued on a non-flow-through basis, at a price of $0.80 for a period of two years; and (ii) $217,460.

Completion of the Offering is subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange. All securities issued and issuable in connection with the Offering will be subject to a hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Related Party Transaction

In connection with the Offering, Brian Butterworth, a director of the Company acquired 60,000 HD Units, Alexander Walcott, the CEO and a director of the Company acquired 61,540 FT Shares, and Charles Greig (together with Messrs. Butterworth and Walcott, the "Insiders"), the executive chairman of the Company acquired 77,000 FT Shares. The issuance of the HD Units and FT Shares to the Insiders each constitutes a "related party transaction" as such term is defined under Multilateral Instrument 61‑101 - Protection of Minority Security Holders in Special Transactions ("MI 61‑101"). The Company is relying on an exemption from the formal valuation and minority shareholder approval requirements provided under MI 61-101 pursuant to section 5.5(a) and section 5.7(1)(a) of MI 61-101, on the basis that the participation in the Offering by the Insiders does not exceed 25% of the fair market value of the Company's market capitalization.

In connection with the closing of the Offering, Mr. Greig (the "Acquiror" acquired 77,000 Common Shares of the Company (the "Acquisition"). Prior to the Acquisition, the Acquiror beneficially owned or exercised control or direction over 690,454 Common Shares, 58,000 options to purchase Common Shares ("Options"), 111,111 warrants to purchase Common Shares ("Warrants"), a convertible debenture with principal amount $350,000, exercisable into 1,521,739 (the "Debenture"), and 1,050,000 Debenture Warrants (the "Debenture Warrants"), entitling the Acquiror to acquire 1,050,000 Common Shares, representing 5.14% and 21.20% of the Company's issued and outstanding Common Shares on an undiluted and partially diluted basis respectively. The Debenture and the Debenture Warrant are subject to a provision whereby the Acquiror may not exercise such securities if it would result in the Acquiror holding 20% of the Company's issued and outstanding common shares, without the Company first obtaining shareholder approval and the approval of the TSXV for the creation of a new control person of the Company. After completion of the Acquisition, the Acquiror beneficially owns or exercises control or direction over 767,454 Common Shares, 58,000 Options, 111,111 Warrants, the Debenture with principal amount of $350,000, and the 1,050,000 Debenture Warrants, representing 3.37% and 13.75% of the Company's issued and outstanding Common Shares on an undiluted and partially diluted basis respectively.

In satisfaction of the requirements of National Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, an early warning report respecting the Acquisition of securities by the Acquiror will be filed under the Company's SEDAR+ Profile at www.sedarplus.ca, following the closing. To obtain a copy of the early warning report filed by the Company, please contact Alex Walcott at (604) 891-6200 or refer to SEDAR+ under Evergold's issuer profile.

The Acquisition was completed for investment purposes. Depending on market and other conditions, the Acquiror may from time to time in the future increase or decrease the ownership, control or direction over securities of the Company, through market transactions, private agreements, or otherwise.

About Evergold

Evergold Corp. is focused on advancing the Golden Lion project, its 100%-owned, gold-silver (copper) project in northern British Columbia's prolific Toodoggone mining district. At the southern end of the Golden Lion Project, at the GL1 Main Zone, previous drilling by the Company, along with historical work, has outlined a near-surface, intermediate sulphidation epithermal-style gold and silver bearing system with excellent potential for expansion along trend and down dip. The property was last explored by the Company in 2021, when the final three holes yielded some of the most significant gold-silver intercepts ever drilled on the property (see News January 17, 2022). To the north of the GL1 Main Zone, the property also has copper potential that is clearly evident in historical data, and which has been realized recently elsewhere in the district.

On Behalf of the Board of Directors

Alex Walcott, P.Geo
President ,CEO & Director

For additional information, please contact:

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Cautionary Statement Regarding Forward-Looking Information

This news release includes certain "forward-looking statements" which are not comprised of historical facts. Forward- looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, risks related to the amendment of the size of the Upsized Offering and the completion, terms and expected closing date of the Upsized Offering, failure to identify mineral resources, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, inability to fulfill the duty to accommodate First Nations, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, and those risks set out in the Company's public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

SOURCE: Evergold Corp.

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A.Landry--SMC