Mr. Kevin Keough reports

EVERGOLD ANNOUNCES CLOSING OF $1,242,000 PRIVATE PLACEMENT TO SUPPORT FIRST-EVER DRILLING OF HIGH POTENTIAL DEM PORPHYRY COPPER-GOLD-SILVER PROSPECT, BC

Evergold Corp. has closed its previously announced (see Sept. 7, 2023, news release) non-brokered private placement financing for aggregate gross proceeds of $1,242,200 through the issuance of 12,078,334 flow-through (FT) units at a price of six cents per FT unit and 9,409,091 hard-dollar (HD) units of the company at a price of 5.5 cents per HD unit. It is expected that the majority of the gross proceeds from the sale of the FT units will be used to support first-ever drilling of the newly optioned DEM property in central British Columbia (see Aug. 2, 2023, news release), which hosts a large-scale copper-gold-silver porphyry target defined by multiple supporting data sets. Further details on the DEM prospect may be found on the company's website and in a National Instrument 43-101 technical report, entitled, "Technical Report on the DEM Property," dated Aug. 30, 2023, posted thereon and on the company's issuer profile at SEDAR+.

Each FT unit comprises one common share of the company qualifying as a flow-through share as defined in Subsection 66(15) of the Income Tax Act (Canada) and one common share purchase warrant. Each warrant entitles the holder thereof to acquire one additional common share of the company at an exercise price of eight cents per warrant share for a period of 24 months following the closing of the offering. Each HD unit comprises one common share of the company and one warrant.

The gross proceeds from the issuance of the FT units will be used for Canadian exploration expenses on the company's mineral properties and will qualify either as flow-through critical mineral mining expenditures or flow-through mining 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 units for the fiscal year ended Dec. 31, 2023, and to incur the qualifying expenditures on or before Dec. 31, 2024. The net proceeds from the issuance of HD units will be used for both exploration and general working capital purposes.

Certain insiders of the company 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. 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 per cent 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., pursuant to which the company has compensated Canaccord in the amount of $25,000, payable in hard-dollar units of the company, issued at a deemed price 5.5 cents per compensation unit. An aggregate of 454,545 compensation units were issued to Canaccord, with each compensation unit comprising 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. Each finder's warrant entitles the holder thereof to purchase one common share at an exercise price of 5.5 cents per finder's warrant share for a period of 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 TSX Venture Exchange and the approval of disinterested shareholders of the company, a vote in regard to which is scheduled for Oct. 10, 2023. In the event such approvals are not obtained, the company expects to redirect the gross proceeds of the FT units to incur qualifying expenditures on its other mineral properties.

Further to the company's news release dated Aug. 2, 2023, the company carried out a supplementary analysis with respect to whether or not the transaction is exempt from the formal valuation and shareholder approval requirements of MI 61-101. The company initially deemed the option agreement exempt from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1) (a) of MI 61-101 on the basis of the fair market value of the acquisition of the option not exceeding 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101. Upon further analysis, the company has deemed the fair market value of the acquisition to exceed 25 per cent of the market capitalization of the company. Accordingly, the company will be relying on an exemption from the valuation requirements of MI 61-101 by virtue of the exemption contained in Section 5.5(b) of mi 61-101 as the common shares are not listed on a specified market. The company is not exempt from the minority shareholder approval requirement under Section 5.6 of MI 61-101; however it will be seeking disinterested shareholder approval at a special meeting of shareholders to be held on Oct. 10, 2023, which shall satisfy the minority shareholder approval requirements of MI 61-101. Please see the company's management information circular dated Aug. 25, 2023, for further details.

About Evergold Corp.

Evergold is a TSX Ventuer Exchange-listed mineral exploration company with projects in British Columbia and Nevada. The Evergold team has a record of success in the junior mining space, most recently the establishment of GT Gold Corp. in 2016, and the discovery of the Saddle South epithermal vein and Saddle North porphyry copper-gold deposits near Iskut, B.C., sold to Newmont in 2021 for a fully diluted value of $456-million, representing a 1,136-per-cent (12.4 times) return on exploration outlays of $36.9-million.

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