ESGold Secures C$9 Million Strategic Partnership with Ocean Partners as Montauban Progress Accelerates

Executive Summary

• ESGold Corp. entered into a binding term sheet with Ocean Partners UK Ltd. for a non‑dilutive prepayment and working‑capital facility of up to C$9 million.
• The facility is structured in two tranches (C$3 M and C$6 M) tied to Montauban Phase 1 (Feb 2026) and Phase 2 (Mar 2027) production milestones, with repayment via gold‑silver dore deliveries.
• An accompanying offtake contract gives Ocean Partners 100% purchase rights on Montauban dore (minimum 50,000 oz Au and 1,000,000 oz Ag), providing a long‑term sales channel and reducing financing risk.

Key Details

• Facility Size: Up to C$9 million, drawn in two tranches.
• Tranche 1: C$3 million, available ~3 months before anticipated Phase 1 production (Feb 2026).
• Tranche 2: C$6 million, available ~5 months before anticipated Phase 2 production (Mar 2027).
• Interest Rate: 3‑month SOFR + 7% per annum.
• Arrangement Fee: 1% of each drawdown, deducted at the time of draw.
• Repayment Mechanism: Facility repaid through dore deliveries according to a structured schedule for each tranche.
• Offtake Terms: Ocean Partners purchases 100 % of gold and silver dore from Montauban tailings and crown‑pillar material; minimum deliveries of 50,000 oz Au and 1,000,000 oz Ag per tranche.
• Pricing & Payments: Gold and silver priced at LBMA/COMEX settlement; 90 % of the cash payment due on the first business day after delivery.
• Conditions Precedent: Completion of definitive agreements, lender due diligence, confirmation of construction and production timelines.
• Purpose of Funds: Complete Montauban processing facility and provide working capital for ongoing construction and operational activities.
• Strategic Impact: Strengthens ESGold’s balance sheet, aligns debt service with operating cash flow (no equity dilution), and secures a stable, long‑term revenue stream via the offtake agreement.

Notable Quotes

“This facility significantly strengthens our financial position and provides additional financial flexibility as we advance Montauban… debt obligations will be serviced through operating cash flow rather than equity dilution.” – Gordon Robb, CEO, ESGold Corp.

“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.” – Brent Omland, CEO, Ocean Partners UK Ltd.