EVER Evergold Corp

Evergold Corp. (TSX-V: EVER, WKN: A2PTHZ) (“Evergold” or the “Company”) is pleased to report that it has closed a first tranche of its previously announced (news, May 21, 2024) non-brokered private placement financing for aggregate gross proceeds of $1,072,000. The Company may, or may not, raise additional capital in a second tranche of the same financing for potential closing on or before July 6, 2024. The majority of the proceeds from the financing will be used for follow-up drilling late this summer and fall of the large-scale DEM1 porphyry prospect in central B.C., where a small, first-ever 3-hole reconnaissance drill program carried out last October-November delivered broad intercepts of low-grade gold and silver from surface and, within that broad envelope, local high grades of an impressive spectrum of sulphides and high-value elements, including precious and strategic metals (see news, January 15, 2024). Encouragingly, a geophysical survey completed in May 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).

“We’re pleased to have secured the essential funding required for the crucial follow-up drill holes at DEM1, as the May geophysical results suggest that the two widely spaced drill pads for last fall’s program were set up immediately lateral to – and the 3 holes drilled from those pads were literally scratching the edges of - where we really need to be,” said Kevin Keough, President & CEO. “As such, the next few holes may really open the DEM1 prospect up. We’ll also be doing preliminary reconnaissance sampling of the newly identified DEM2 prospect to the southeast of DEM1, where historical lake sediment sampling returned high values of copper, molybdenum and cobalt.”

Further details on the DEM property and the DEM1 prospect may be found on the Company’s website at www.evergoldcorp.ca/projects/dem-property/ and in a NI 43-101 technical report entitled “Technical Report on the DEM Property” dated August 30, 2023, posted thereon and on the Company’s issuer profile at SEDAR+.

As now closed, the first tranche of the May 1 financing has resulted in the issuance of 13,537,000 flow-through units (“FT Units”) at a price of $0.05 per FT Unit and 8,777,778 hard-dollar units of the Company (“HD Units”) at a price of $0.045 per HD Unit (the “Offering”). Each FT Unit is 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 “Warrant”). Each Warrant entitles the holder thereof to acquire one additional common share of the Company (a “Warrant Share”) at an exercise price of $0.06 per Warrant Share for a period of twenty-four (24) months following the closing of the Offering. Each HD Unit is comprised of one (1) common share of the Company (a “Common Share”), and one (1) Warrant.

The gross proceeds from the issuance of the FT Units will be used for “Canadian exploration expenses” on the Company’s 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 used for both exploration and general working capital purposes.

Certain insiders of the Company, (collectively, the “Insiders”) subscribed to the Offering for an aggregate of 1,777,778 HD Units. This issuance of HD 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 (“MI 61-101”). 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% 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. (“Canaccord”), pursuant to which the Company has compensated Canaccord in the amount of $25,000, payable in hard-dollar units of the Company (the “Compensation Units”) issued at a deemed price C$0.045 per Compensation Unit. An aggregate of 555,555 Compensation Units were issued to Canaccord, with each Compensation Unit being comprised of one Common Share and one Warrant. In addition, the Company paid commissions to certain finders of an aggregate of $59,511 in cash and 1,232,220 finder warrants (the “Finder Warrants”). Each Finder Warrant entitles the holder thereof to purchase one (1) Common Share (a “Finder Warrant Share”) at an exercise price of $0.06 per Finder Warrant Share for a period of twenty-four (24) months from the closing of the Offering.

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 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% (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, the failure to obtain regulatory approvals for the Offering, the failure to use the proceeds of the Offering as outlined herein, 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.