E2Gold Inc. — Capital/Financing Update 2020

Dec 21, 2020

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E2Gold Inc.

Initial Public Offering of Units and Flow-Through Units Term Sheet December 21, 2020

A prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada, except Quebec.

Copies of the prospectus may be obtained from Beacon Securities Limited at KMacIntyre@beaconsecurities.ca. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the prospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

The securities offered herein have not been, and will not be, registered under the United States Securities Act of 1933 (the “ 1933 Act ”), or any state securities laws and may not be offered or sold in the United States, as such term is defined in Regulation S under the United States Securities Act of 1933, unless pursuant to an exemption therefrom. This term sheet 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 state in which such offer, solicitation or sale would be unlawful.

Issuer: E2Gold Inc. (the “ Company ”) Offering: Treasury offering (the “ Offering ”) of: (i) up to 15,000,000 units (the “ Units ”) of the Company; and (ii) up to 6,818,181 flow-through units (the “ FT Units ”) of the Company (the Units and FT Units being referred to herein as the “ Offered Securities ”).

Each Unit will be comprised of one common share (a “ Unit Share ”) of the Company and one common share purchase warrant (a “ Unit Warrant ”), with each Unit Warrant entitling the holder thereof to acquire one common share of the Company (a “ Unit Warrant Share ”) at an exercise price of $0.24 until the date which is 36 months following the Closing Date (as defined below).

Each FT Unit will be comprised of one common share (a “ FT Share ”) of the Company which will qualify as a “flow-through share” as defined in the Income Tax Act (Canada) (the “ Tax Act ”) and one-half (0.5) of one common share purchase warrant (each full common share purchase warrant issued on a non-flow-through basis (a “ FT Warrant ”), with each FT Warrant entitling the holder thereof to acquire one common share of the Company (a “ FT Warrant Share ”) at an exercise price of $0.28 until the date which is 24 months following the Closing Date.

Offering Price: $0.20 per Unit (the “ Unit Price ”). $0.22 per FT Unit (the “ FT Unit Price ”). Gross $3,000,000. Proceeds: Agents’ Option The Company has granted the Agents (as defined below) an option (the “ Agents’ Option ”), exercisable, in whole or in part, by Beacon (as defined below), on behalf of the Agents, at any time and from time to time up to 30 days following the Closing Date, to purchase up to an additional number of Units, FT Units, Unit Shares or FT Shares, or any combination thereof, provided that the additional aggregate gross proceeds to the Company does not exceed $450,000.

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E2Gold Inc. Initial Public Offering of Units and Flow-Through Units Term Sheet December 21, 2020

Use of	The net proceeds from the Offering will be used to complete Phase I of the recommended
Proceeds:	program on the Hawkins Gold Project, to complete Phase II of the recommended program on the
	Hawkins Gold Project (if warranted), to make certain cash payments under the Hawkins Option
	Agreement (as defined in the prospectus), to fund general corporate expenses and for other
	specified corporate purposes.
Form of	Marketed initial public offering on a “commercially reasonable efforts” agency basis by way of a
Offering:	long-form prospectus filed in each of the provinces of Canada, except Quebec. In addition, the
	Agents may offer the Offered Securities outside of Canada in compliance with local securities
	laws and in accordance with the agency agreement entered among the Agents and the Company
	dated December 21, 2020.
Flow-Through	The Company shall, in accordance with the provisions in the_Income Tax Act_(Canada) (the “Tax
Expenditures:	Act”), incur resource exploration expenses which will constitute “Canadian exploration expenses”
	as defined in subsection 66.1(6) of the Tax Act, “flow-through mining expenditures” as defined in
	subsection 127(9) of the Tax Act, and “eligible Ontario exploration expenditures” within the
	meaning of the_Taxation Act,_2007 (Ontario) (the “Qualifying Expenditures”) after the Closing
	Date and prior to December 31, 2021 (or December 31, 2022 if the proposals to amend the Tax
	Act in connection with flow-through shares announced on July 10, 2020 are enacted as proposed)
	in the aggregate amount of not less than the aggregate gross proceeds raised from the issuance
	of the FT Shares (which shall be $0.2199 per FT Share) (the “Commitment Amount”). The
	Company shall renounce the Qualifying Expenditures so incurred to the subscribers of the FT
	Shares, on a pro rata basis, such that the aggregate Commitment Amount shall be deductible
	(pro rata) against each such subscriber’s income, for the calendar year ended December 31,
	2020. In the event that the Company is unable to renounce an amount equal to the Commitment
	Amount or incur Qualifying Expenditures as described above, the Company will fully and promptly
	indemnify each subscriber for the additional taxes payable by such subscriber as a result of the
	Company’s failure to incur or renounce the Qualifying Expenditures in accordance with the terms
	of the subscription agreement relating to the issuance of the FT Units to be entered into between
	Beacon, on behalf of each subscriber, and the Company prior to or on the Closing Date.
Eligibility:	The Units will be eligible for investment by certain registered plans including RRSPs, RRIFs,
	RESPs, RDSPs, TFSAs and DPSPs.
Bookrunner:	Beacon Securities Limited (“Beacon”) on its own behalf and on behalf of a syndicate of agents
	(collectively, the “Agents”).
Agents’	7% cash fee on gross proceeds of the Offering (the “Cash Fee”), provided that the Agents may
Compensation:	elect to receive a portion of such Cash Fee in the form of Units at a deemed price equal to the
	Unit Price per Unit.
	7% compensation options (“Compensation Options”), exercisable for common shares at the
	Unit Price for 24 months from the Closing Date.
Closing Date:	On or about December 30, 2020, or such other date as may be mutually agreed to by the
	Company and Beacon, each acting reasonably (the “Closing Date”).

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