Evergold Announces Closing of $1,242,000 Private Placement to Support First-Ever Drilling of High Potential DEM Porphyry Copper-Gold-Silver Prospect, BC - Seite 2

Certain insiders of the Company, (collectively, the “Insiders”) subscribed to the Offering for an aggregate of 1,409,091 HD Units and 458,334 FT Units. This issuance of HD Units and FT Units to the Insiders 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 Insiders does not exceed 25% of the fair market value of the Company’s market capitalization.

In connection with the Offering and as previously announced, the Company entered into a fiscal advisory agreement with Canaccord Genuity Corp. (“Canaccord”), pursuant to which the Company has compensated Canaccord in the amount of $25,000, payable in hard-dollar units of the Company (the “Compensation Units”) issued at a deemed price C$0.055 per Compensation Unit. An aggregate of 454,545 Compensation Units were issued to Canaccord, with each Compensation Unit being comprised of one Common Share and one Warrant. In addition, the Company paid commissions to certain finders of an aggregate of $42,990 in cash and 725,000 finders warrants (the “Finder’s Warrants”). Each Finder Warrant entitles the holder thereof to purchase one (1) Common Share (a “Finder Warrant Share”) at an exercise price of $0.055 per Finder Warrant Share for a period of twenty-four (24) months from the closing of the Offering.

The closing of the Offering is subject to certain conditions, including but not limited to the final acceptance of the TSX Venture Exchange. All securities issued in connection with the Offering are subject to a hold period of four months and one day from the Closing Date, in accordance with applicable Canadian securities laws.

The Option Agreement to acquire the DEM Property remains subject to receipt of all necessary regulatory and other approvals, including the final approval of the TSXV and the approval of disinterested shareholders of the Company, a vote in regards to which is scheduled for October 10, 2023. In the event such approvals are not obtained, the Company expects to re-direct the gross proceeds of the FT Units to incur Qualifying Expenditures on its other mineral properties.