NHK Nighthawk Gold Corp

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES/

TSX: NHK
OTCQX: MIMZF

TORONTO, April 11, 2022 /CNW/ - Nighthawk Gold Corp. ("Nighthawk" or the "Company") (TSX: NHK) (OTCQX: MIMZF) announces that it has entered into an agreement, with a syndicate of underwriters co-led by Sprott Capital Partners and Laurentian Bank Securities Inc. (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, or arrange for substitute purchasers to purchase, (i) 10,000,000 units of the Company ("Units") at a price of C$0.70 per Unit, (ii) 3,705,000 units of the Company issued on a flow-through basis (the "FT Units") at a price of C$0.81 per FT Unit, and (iii) 15,310,000 units of the Company issued on a premium flow-through basis (the "Premium FT Units" and together with the Units and FT Units, the "Offered Securities") at a price of C$0.98 per Premium FT Unit, for aggregate gross proceeds of C$25,004,850, on a "bought deal" basis (the "Offering"). 

Each Unit will consist of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant").  Each FT Unit and Premium FT Unit will consist of one Common Share to be issued as a "flow-through share" under the Income Tax Act (Canada) and one-half of one Warrant to be issued on a non flow-through basis.  Each Warrant will entitle the holder thereof to purchase one Common Share (a "Warrant Share") on a non flow-through basis at an exercise price of C$1.05 for a period of 24 months from the date of issuance thereof.

In addition, the Company shall grant the Underwriters an over-allotment option (the "Over-Allotment Option"), exercisable in whole or in part at any time and from time to time, up to and including the date which is 30 days after the closing of the Offering, in the sole discretion of the Underwriters, to purchase from the treasury of the Company up to an additional number of Offered Securities as is equal to 15% of the number of the Offered Securities issued pursuant to the Offering, on the same terms as set forth above, to cover over-allotments, if any, and for market stabilization purposes. 

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 and Premium FT Units will be used for exploration expenditures on Nighthawk's district-scale gold property located in Canada's Northwest Territories, with the focus on mineral resource expansion opportunities and testing greenfield targets.

The Offering is expected to close on or about May 3, 2022, 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 Offered Securities will be offered by way of a short form prospectus in provinces of Canada, other than the Province of Quebec, and the Units 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 Offered Securities sold under the Offering at an exercise price of C$0.70 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.

Nighthawk is a Canadian-based gold exploration company with 100% ownership of more than 930 km² of district-scale land position within the Indin Lake Greenstone Belt, located approximately 200 km north of Yellowknife, Northwest Territories, Canada. The Company is advancing several highly prospective exploration targets. Nighthawk's experienced management team, with a track record of successfully advancing projects and operating mines, is working towards demonstrating the economic viability of its assets and rapidly advancing its projects towards a development decision.

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, 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 "advancing", "working towards", "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, the war in Ukraine and its effect on supply chains, environmental risks, COVID-19 and other pandemic 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, 2021, 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.