ESGold Corp. (CSE:ESAU) Announces Private Placement Agreement with Red Cloud Securities

Vancouver, British Columbia — February 19, 2026 — Leads & Copy — ESGold Corp. has announced an agreement with Red Cloud Securities Inc. for a “best efforts” private placement to raise up to C$7,000,600. The offering involves the sale of up to 10,295,000 units of the company at a price of C$0.68 per unit.

Each unit will consist of one common share of ESGold and one-half of one common share purchase warrant. Each warrant will allow the holder to purchase one common share at C$1.00 any time before the date 36 months following the closing date.

ESGold has granted Red Cloud Securities an option to sell up to an additional 1,471,000 units at the offering price, potentially generating another C$1,000,280 in gross proceeds. This option is exercisable up to 48 hours before the marketed offering closes.

The company plans to use the net proceeds to advance its Montauban Project in Québec and for general working capital and corporate purposes. Details are available in the Offering Document.

The units will be offered for sale to purchasers in British Columbia, Alberta, Manitoba, Saskatchewan, and Ontario, subject to regulatory requirements and National Instrument 45-106. The common shares and warrants underlying the units are expected to be freely tradeable in Canada. The units may also be sold in the United States and other jurisdictions through private placements, in compliance with applicable laws.

An offering document dated February 19, 2026, is available on www.sedarplus.ca and the company’s website. Prospective investors should review this document before making any investment decisions.

The offering is expected to close on March 10, 2026, but this is subject to change upon agreement between the company and Red Cloud Securities. Completion of the offering is contingent upon regulatory approvals, including approval from the Canadian Securities Exchange.

The securities have not been registered under the U.S. Securities Act and may not be offered or sold in the United States without registration or an applicable exemption. This announcement does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction where such an action would be unlawful.

ESGold Corp. is a pre-production mining company focused on a scalable clean mining model across North and South America. The company’s Montauban Gold-Silver Project in Quebec is under construction with production anticipated in 2026.

The company can be contacted at +1-888-370-1059. Resources including a French version of the release, past releases, plant model, media interviews, and opinion pieces are available on the company website. Social media updates are available on X, LinkedIn, and Telegram.

Source: ESGold Corp.

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