EVER Evergold Corp

Evergold Corp. (TSX-V: EVER, OTC: EVGUF, WKN: A2PTHZ) (“Evergold” or the “Company”) is pleased to announce that it intends to complete a non-brokered private placement financing for aggregate gross proceeds of up to $3,500,000 through the issuance of a combination of hard-dollar units of the Company (“HD Units”) at a price $0.045 per HD Unit and flow-through units (“FT Units”) at a price of $0.050 per FT Unit (the “Offering”).   It is expected that the majority of the gross proceeds from the sale of the FT Units will be used for drilling the large-scale DEM1 porphyry prospect in central B.C., where a small, first-ever 3-hole reconnaissance drill program carried out last fall delivered broad intercepts of low-grade gold and silver from surface and, within that broad envelope, local high grades of an impressive spectrum of high-value elements, including precious and strategic metals (see news, January 15, 2024).   Encouragingly, a geophysical survey completed earlier this month over the immediate area of the DEM1 prospect revealed a large target, suggestive of the presence of abundant sulphides, extending to depth below the reconnaissance drill holes (see news, May 13, 2024).

“The early drill results from DEM1 demand immediate follow-up, and we’re keen to get down to it this season,” said Kevin Keough, President and CEO. “As a founder and key shareholder with considerable equity exposure to this company, neither I nor the other directors take lightly the level of dilution required to finance the next stage of drilling. However, the only way to add real value to a junior mineral exploration company is with the drill bit, achieving and developing discoveries of merit, which we believe DEM to be, and it’s a capital-intensive process. That said, precious metal prices are very strong, and we retain 100% of the upside exposure to the DEM1 prospect, in addition to our other key, fully drill-permitted gold-silver properties: Golden Lion in B.C., and Rockland, Nevada. These assets, combined with our current very low share price (less than half the level at which we capitalized the company on founding), presents a compelling value proposition. Very strong results out of the ground, which we believe the DEM1 system is capable of delivering, should therefore be attended by a corresponding upward re-rating in our share price, regardless of our capital structure.”

In connection with the Offering, the Company has entered into a fiscal advisory agreement with Canaccord Genuity Corp. (“Canaccord”). Subject to the approval of the TSX Venture Exchange (“TSXV”), the Company shall compensate Canaccord in the amount of $25,000, payable in hard-dollar units of the Company (the “Compensation Units”) to be issued at C$0.045 per unit with the same terms as the Offering. In addition, finder’s fees in cash or securities, or a combination of both, may be payable by Evergold in connection with the Offering, subject to the rules of the TSXV.

Financing Details:

Each HD Unit will be comprised of one (1) common share of the Company and one (1) common share purchase warrant (each whole warrant, a “HD Warrant”). Each HD Warrant will entitle the holder thereof to acquire one additional common share of the Company at an exercise price of $0.06 for a period of twenty-four (24) months following the closing of the Offering.

Each FT Unit will be comprised of one (1) common share of the Company qualifying as a “flow-through share” as defined in subsection 66(15) of the Income Tax Act (Canada) (a “FT Share”), and one (1) common share purchase warrant (each whole warrant, a “FT Warrant”). Each FT Warrant will entitle the holder thereof to acquire one additional common share of the Company at an exercise price of $0.06 per share for a period of twenty-four (24) months following the closing of the Offering.

The gross proceeds from the issuance of the FT Units will be used for “Canadian exploration expenses” on the Company’s Canadian mineral properties, primarily the DEM property, 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 Units for the fiscal year ended December 31, 2024 and to incur the Qualifying Expenditures on or before December 31, 2025. The net proceeds from the issuance of HD Units will be primarily used for exploration activities at the Company’s properties, as well as for general working capital purposes.

It is expected that the Offering will close on or about June 10, 2024, or such other date or dates that the Company may determine (the "Closing Date"), subject to the receipt of all required regulatory approvals, including the acceptance of the TSX-V. All securities issued in connection with the Offering will be subject to a hold period of four months and one day from the Closing Date, 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.

Qualified Person

Charles J. Greig, M.Sc., P.Geo., the Company’s Chief Exploration Officer and a Qualified Person as defined by NI 43-101, has reviewed and approved the technical information in this news release.

About Evergold

Evergold Corp. is a TSX-V listed mineral exploration company with projects in B.C. and Nevada. The Evergold team has a track record of success in the junior exploration space, most recently the establishment of GT Gold Corp. in 2016 and the discovery of the Saddle epithermal vein and 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% (12.4 X) return on exploration outlays of $36.9 million.

For additional information, please contact:

Kevin M. Keough President and CEO Tel: (613) 622-1916kevin.keough@evergoldcorp.cawww.evergoldcorp.ca

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 Offering and the completion, terms and expected closing date of the 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.