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TSX: NHK
TORONTO, June 8, 2021 /CNW/ - Nighthawk Gold Corp.
("Nighthawk" or the "Company") (TSX: NHK) (OTCQX:
MIMZF) is pleased to announce that it has entered into an
agreement, with a syndicate of underwriters led by Sprott Capital
Partners, pursuant to which the underwriters have agreed to
purchase, or arrange for substituted purchasers to purchase,
6,100,000 units ("Units") and 8,600,000 flow-through units
(the "FT Units") on a bought deal basis (the
"Offering") for aggregate proceeds of approximately
$20 million.
Keyvan Salehi, President and
CEO commented, "We have received tremendous support for the new
strategy we laid out at the beginning of the year. The additional
capital will allow us to achieve the planned 75,000 metres of
drilling for 2021 (45,000 metres as part of Phase I currently
underway, and 30,000 metres for Phase II). As well, this capital
raise gives us some cushion to start our 2022 drilling season,
where we are targeting upwards of 125,000 metres of drilling.
I am very excited to see our vision start to unfold as we have
started to receive assay results that support our strategy of
targeting near-surface mineralization for mineral resource
growth."
The Units will be sold at a price of $1.15 per Unit and the FT Units will be sold at a
price of $1.51 per FT Unit. Each Unit
will be comprised of one non flow-through common share and half of
one common share purchase warrant (each whole warrant, a
"Warrant"). Each FT Unit will be comprised of one
flow-through common share and half of one Warrant to be issued on a
non-flow-through basis. The common share component of the FT Units
will qualify as a "flow-through share" within the meaning of the
Income Tax Act (Canada).
Each Warrant shall entitle the holder thereof to acquire one common
share at a price of $1.50 until the
date that is 24 months following the closing date of the
Offering.
In addition, the Company has also granted the underwriters an
over-allotment option to purchase up to a further 15% of the number
of Units and/or FT Units sold. This over-allotment option is
exercisable in whole or in part, at the sole discretion of the
underwriters, at any time until and including 30 days following the
closing date of the Offering.
The net proceeds from the sale of the Units will be used for
general and administrative expenses and the gross proceeds from the
sale of the FT Units will be used for exploration expenditures on
Nighthawk's Indin Lake Gold Property located in Canada's Northwest
Territories, including the Company's drilling which is
focused on mineral resource expansion opportunities and greenfield
targets to identify new, near-surface mineralization proximal to
the main Colomac Deposit.
The Offering is expected to close on or about July 7, 2021, or such other date as agreed
between the Company and the underwriters, and is subject to certain
conditions including, but not limited to, the receipt of all
necessary regulatory and other approvals including the approval of
the Toronto Stock Exchange. The Units and FT Units will be offered
by way of a short form prospectus in provinces of Canada, other than the Province of
Quebec, and may also be offered by
way of private placement in the United
States or other jurisdictions outside of Canada.
The underwriters will be paid a cash commission in connection
with the Offering. The underwriters will also be issued
broker warrants exercisable for a period of 24 months following the
closing date, to acquire in aggregate that number of common shares
which is equal to 3.0% of the number of Units and FT Units sold
under the Offering at an exercise price equal to $1.15 per common share.
It is anticipated that insiders of the Company may participate
in the Offering. By virtue of their participation, the Offering
would constitute a "related party transaction" under applicable
securities laws. The Company expects to release a material change
report including details with respect to the related party
transaction less than 21 days prior to the closing of the Offering,
which the Company deems reasonable in the circumstances so as to be
able to avail itself of potential financing opportunities and
complete the Offering in an expeditious manner. As the related
party transaction will not exceed specified limits and will
constitute a distribution of securities for cash, it is expected
that neither a formal valuation nor minority shareholder approval
will be required in connection with the Offering.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act") or any state securities laws and may not be offered or
sold within the United States or
to U.S. Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
Qualified Person
Richard Roy
P.Geo., V.P. Exploration of Nighthawk, who is the "Qualified
Person" as defined by NI 43-101 for this project, has reviewed and
approved of the scientific and technical disclosure contained in
this news release.
About Nighthawk
Nighthawk is a Canadian-based gold
exploration company with 100% ownership of a district-scale land
position within the Indin Lake Greenstone Belt, located
approximately 200km north of Yellowknife, Northwest Territories, Canada. Within this
largely underexplored Archean gold camp, the Company has identified
a number of high-priority targets all centered around a growing
deposit. These targets lie within large regional deformation zones
that contain gold mineralization which warrant additional
exploration and follow-up. The main goals and objectives over the
next 12-24 months will be to carry out exploration to support
mineral resource expansion opportunities as well as to foster new,
near-surface discoveries that support the global mineral resource
base.
The Company has an experienced and dedicated team with a track
record of successfully advancing projects and is well funded and
supported to advance its near-term goals and objectives.
|
Keyvan
Salehi
|
Michael
Leskovec
|
Suzette N
Ramcharan
|
|
President &
CEO
|
CFO
|
VP, Corporate
Development
|
Forward-Looking Information
This news release contains "forward-looking information" within
the meaning of applicable Canadian securities legislation.
Forward-looking information includes, but is not limited to,
information with respect to: the Company's exploration initiatives;
the closing of the Offering; the use of proceeds; and the Toronto
Stock Exchange approval. Generally, forward-looking information can
be identified by the use of forward-looking terminology such as
"plans", "expects", or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates", or
"does not anticipate", or "believes" or variations of such words
and phrases or state that certain actions, events or results "may",
"could", "would", "might", or "will be taken", "occur", or "be
achieved".
Forward-looking information is based on the opinions and
estimates of management at the date the information is made, and is
based on a number of assumptions and is subject to known and
unknown risks, uncertainties and other factors that may cause the
actual results, level of activity, performance or achievements of
Nighthawk to be materially different from those expressed or
implied by such forward-looking information, including risks
associated with the exploration, development and mining such as
economic factors as they effect exploration, future commodity
prices, changes in foreign exchange and interest rates, actual
results of current exploration activities, government regulation,
political or economic developments, environmental risks, permitting
timelines, capital expenditures, operating or technical
difficulties in connection with development activities, employee
relations, the speculative nature of gold exploration and
development, including the risks of diminishing quantities of
grades of reserves, contests over title to properties, and changes
in project parameters as plans continue to be refined as well as
those risk factors discussed in Nighthawk's annual information form
for the year ended December 31, 2020,
available on www.sedar.com. Although Nighthawk has attempted
to identify important factors that could cause actual results to
differ materially from those contained in forward-looking
information, there may be other factors that cause results not to
be as anticipated, estimated or intended. There can be no assurance
that such information will prove to be accurate, as actual results
and future events could differ materially from those anticipated in
such information. Accordingly, readers should not place undue
reliance on forward-looking information. Nighthawk does not
undertake to update any forward-looking information, except in
accordance with applicable securities laws.
SOURCE Nighthawk Gold Corp.
