New York, NY – March 11, 2025 – NatGold Digital Ltd. (“NatGold Digital” or the “Company”) is pleased to announce the launch of a non-brokered private placement offering of 1,500,000 common share units (the “Units”) at a price of US$1.50 per Unit for gross proceeds of up to US$2.25 million (the “Offering”). The Offering includes a “green shoe” option, allowing the Company to issue up to an additional 500,000 Units for additional gross proceeds of US$750,000, bringing the total possible financing to US$3 million.

Each Unit consists of one previously unissued common share and one-half (1/2) of a transferable common share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share at a price of US$3.00 per share until 12 months from the date of issuance.

The Company intends to use the net proceeds from this Offering for the following purposes: General Working Capital (US$300,000), Legal & Regulatory Compliance (US$250,000), Technology Integration and NatGold Ecosystem Customization (US$500,000), and NatGold Token Marketing (US$1,200,000).

“Part of the general working capital commitment from this offering will be directed toward completing historical and current audits, as well as preparing NatGold Digital to become a U.S. public company,” said Anthony Wile, CEO, President & Director of NatGold Digital Ltd. “We plan to start publicly filing our annual and quarterly financial statements by the third quarter, building on the public market preparatory infrastructure we have already established through our transfer agent, Endeavor Trust Corporation, which manages treasury share issuances.”

Wile added, “While we are not yet in the process of listing on NASDAQ or similar exchanges, these steps—publicly filing our financials and having a transfer agent in place—lay the groundwork for future consideration once we have launched our patent-pending NatGold digital mining ecosystem and established market demand for the NatGold Token, which we anticipate by late Q2 or early Q3 2025.”

He concluded, “This round of financing is expected to significantly accelerate our efforts, with more than half of the anticipated proceeds—approximately US$1.25 million—allocated to raising public awareness and driving market demand for our groundbreaking NatGold Token.”

Closing of the Offering is expected to occur on or before April 30, 2025 and is subject to certain conditions.

In connection with the Offering, the Company may pay finder’s fees to certain arm’s length parties in accordance with applicable securities laws. The finder’s fee will be up to 10% of the aggregate subscription proceeds realized from the sale of the Units by each respective finder, payable in cash or Units.

Interested in possibly participating in this financing opportunity? Contact us at info@NatGold.com or +1 (646) 825-3038.