ESGold Corp Finalizes Agreements to Acquire 44 Mineral Claims, Expanding Montauban District by 2,448 Hectares

Progression from MOU to Binding Agreements for Montauban Acquisition

ESGold initially revealed its intent to acquire these Québec mineral claims via a Memorandum of Understanding announced on May 5, 2026. Following satisfactory due diligence, both parties executed binding definitive purchase agreements. This transition marks a significant advancement in securing the property, although closing remains contingent on several conditions outlined below.

The agreements were negotiated at arm’s length, with no finders’ fees paid. Closing may occur in multiple stages and depends on mineral claim transfers and Canadian Securities Exchange approval. ESGold has not specified a timeline for fulfilling these closing conditions.

Deal Structure: Cash Payment, Share Issuance, and Royalty-Free Terms

Under the agreements, ESGold will acquire 100% ownership of all 44 mineral claims for $70,000 cash plus 600,000 common shares. The shares are split into 200,000 at a deemed price of $0.50 and 400,000 at $0.55 per share. The acquisition is royalty-free, meaning ESGold will have no ongoing royalty obligations on production from the claims.

All shares issued will be subject to Canadian securities laws and resale restrictions, including a four-month and one-day statutory hold period. The company has not disclosed the exact issuance date, noting that closing may happen in stages as conditions are met.

Geographic and Geological Overview of the 44 Mineral Claims

The claims cover approximately 2,448 hectares in Québec’s Montauban region, including areas near Lac Viking, Lac Lanctôt, and Lac Charlie, where historic exploration identified mineralization. These claims extend ESGold’s land position beyond the established boundaries of its flagship Montauban Gold-Silver Project within a polymetallic corridor.

The geological setting includes deformed gneissic and metasedimentary rocks with structurally controlled sulphide lenses and disseminations identified by previous operators. ESGold interprets this as part of a broader district-scale mineral system and plans to assess potential strike and depth extensions. The company is integrating regional geological, geochemical, and geophysical data—including district-scale Ambient Noise Tomography—into a 3D geological model to better define the Montauban mineral system.

Historical Exploration Data Highlights on Acquired Claims

Historical exploration results cited include 1.65 g/t gold over 7.27 meters (including 3.42 g/t over 2.68 meters) from drill hole 93-24; 5.48% zinc, 0.36% copper, 0.35 g/t gold, and 6.8 g/t silver over 3.15 meters from drill hole 097-91-19; 1.67 g/t gold over 1.47 meters from drill hole TR-15-01; and channel samples with 3,447 ppm and 2,615 ppm copper over one-meter intervals.

ESGold emphasizes these are historical results prepared by previous operators and have not been independently verified. They do not meet current Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards. Further verification including sampling, drilling, and modern analysis is required before these results can be relied upon as evidence of mineral resources or reserves. These figures serve solely as indicators of exploration potential.

District-Scale Consolidation Strategy at Montauban

The acquisition aligns with ESGold’s ongoing strategy to consolidate prospective ground across the Montauban district. The expanded land position provides greater flexibility to evaluate structural intersections, lithological contacts, and mineralization continuations along strike and depth. This systematic district-scale exploration is supported by the company’s evolving 3D geological modeling.

The Ambient Noise Tomography program, generating geophysical data across the district, is a key input to the model. The newly acquired claims increase the area for applying these modern exploration techniques, potentially identifying new targets overlooked by prior operators. ESGold highlights the polymetallic nature of the Montauban district as a key opportunity feature.

CEO Gordon Robb Highlights Importance of Land Package Expansion

ESGold CEO Gordon Robb stated, "Completing these two definitive agreements secures an important extension of our land position across a historically mineralized portion of the Montauban district." He added, "The historical gold, silver, copper, and zinc results demonstrate that the opportunity at Montauban extends beyond the areas that have traditionally received the most attention."

Robb noted that integrating geological, geochemical, and geophysical data on the expanded ground provides "a larger and more compelling platform to systematically evaluate the district's exploration potential." These remarks underscore the company’s strategic focus on building a comprehensive understanding of the Montauban mineral system beyond previously drilled zones. The announcement’s immediate impact on share price was not publicly disclosed.

Qualified Person Review and Historical Data Caveats

André Gauthier, P.Geo., ESGold Director and Qualified Person under NI 43-101 standards, reviewed and approved the scientific and technical content of the announcement. However, ESGold clarifies that historical exploration data was prepared by previous operators and has not been independently verified.

The company considers the historical data useful for exploration planning but cautions against relying on it as evidence of mineral resources or reserves. The data does not comply with current CIM standards, and further verification is necessary before incorporation into a modern resource framework. This disclosure aligns with NI 43-101 requirements when presenting historical information.

Overview of ESGold’s Montauban Gold-Silver Project and Production Plans

ESGold is a fully permitted and funded pre-production mining company advancing its flagship Montauban Gold-Silver Project in Québec, which is under construction with production expected in 2026. The company pursues a dual-track strategy combining near-term cash flow generation with long-term discovery-driven exploration across North and South American projects.

The Montauban acquisitions reinforce the discovery-focused element by expanding the geological footprint for systematic exploration. ESGold describes Montauban as its flagship asset and the district as a "scalable clean mining model," indicating that district consolidation is central to its long-term value creation. No specific exploration timelines for the new claims were provided.

Closing Conditions and Regulatory Approvals Pending

Although definitive agreements are executed, the acquisitions remain subject to closing conditions, including mineral claim transfers and Canadian Securities Exchange approval. ESGold has not announced an expected closing date, and closing may occur in stages.

The common shares issued as consideration will be subject to a statutory hold period of four months and one day under Canadian securities laws. Investors will be monitoring for updates confirming that all closing conditions have been met and mineral claim transfers completed. Until then, the acquisition remains conditional.