VANCOUVER, BC, May 26, 2023
/CNW/ - Nevada King Gold Corp.
(TSXV: NKG) ("Nevada
King" or the "Company") is pleased to announce
that, further to its news release of May 12,
2023, which announced the closing of the brokered portion of
its previously announced financing for gross proceeds of
$5-million (the "LIFE
Offering"), the Company has now closed the final $11.25-million portion (the "Non-Brokered
Private Placement") of its previously announced private
placement offering of Common Shares for aggregate gross proceeds of
$16.25-million (collectively, the
"Offering"). The Offering, including the Non-Brokered
Private Placement was first announced on May
1, 2023 and the Company further announced upsizings of the
Non-Brokered Private Placement on May 3,
2023, and May 10, 2023, due to
high demand.
In connection with the Non-Brokered Private Placement, the
Company has issued on May 26, 2023,
an aggregate of 25,000,000 common shares (the "Common
Shares") of the Company priced at $0.45 per Common Share. The Common Shares are
subject to a statutory hold period in accordance with applicable
Canadian securities law, expiring September
27, 2023, being the date that is four months and one day
following the date of issuance.
The Offering has raised aggregate gross proceeds of $16.25-million for the Company. As previously
disclosed, in connection with the closing of the LIFE Offering
portion of the Offering, the Company issued 11,111,111 common
shares for a purchase price of $0.45
per common share. The common shares issued under the LIFE Offering
were issued by way of the Listed Issuer Financing Exemption under
Part 5A of National Instrument 45-106 – Prospectus
Exemptions and are not subject to resale restrictions pursuant
to applicable Canadian securities laws or the policies of the TSX
Venture Exchange ("TSX-V").
No finder's fees were applicable to the Non-Brokered Private
Placement and, as previously disclosed, in connection with the LIFE
Offering, Canaccord Genuity Corp. as lead agent and sole
bookrunner, on behalf of a syndicate of agents that included Roth
Canada Inc. (collectively the "Agents") received an
aggregate cash fee equal to $250,000.
The net proceeds of the Offering are intended to be used to advance
Nevada King's development and
exploration stage assets and for other general corporate
purposes.
The Offering remains subject to receipt of customary
regulatory approvals, including final approval of the TSX-V.
The securities described herein have not been, and will not be,
registered under the U.S. 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 except in compliance with the registration
requirements of the U.S. Securities Act and applicable state
securities laws or pursuant to available exemptions therefrom.
Related Party Participation in the Non-Brokered Private
Placement
Certain insiders of the Company, namely Collin Kettell (CEO and Director), Paul Matysek (Executive Chairman), Craig Roberts (Director) and Bassam Moubarak (CFO), participated in the
Non-Brokered Private Placement acquiring an aggregate of 5,244,444
Common Shares. The participation by insiders in the Non-Brokered
Private Placement constitutes a "related party transaction" as
defined under Multilateral Instrument 61-101 Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). The
Company is relying on the exemptions from the valuation and
minority shareholder approval requirements of MI 61-101 contained
in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair
market value of the Common Shares purchased by insiders, nor the
consideration for the Common Shares paid by such insiders, exceeds
25% of the Company's market capitalization. The Company did
not file a material change report in respect of the related party
transaction at least 21 days before the closing of the Non-Brokered
Private Placement, which the Company deems reasonable in the
circumstances in order to complete the Non-Brokered Private
Placement in an expeditious manner. The Offering was unanimously
approved by the Company's board of directors.
About Nevada King Gold Corp.
Nevada King is the third largest
mineral claim holder in the State of
Nevada, behind Nevada Gold
Mines (Barrick/Newmont) and Kinross
Gold. Starting in 2016 the Company has staked large project
areas hosting significant historical exploration work along the
Battle Mountain trend located
close to current or former producing gold mines. These project
areas were initially targeted based on their potential for hosting
multi-million ounce gold deposits and were subsequently staked
following a detailed geological evaluation. District-scale projects
in Nevada King's portfolio include
(1) the 100% owned Atlanta Mine, located 100km southeast of
Ely, (2) the Lewis and Horse
Mountain-Mill Creek projects, both located between Nevada Gold Mines' large Phoenix and Pipeline mines, and (3) the Iron
Point project, located 35km east of Winnemucca, Nevada. The Company is well
funded with cash of approximately $21
million after closing of the Offering.
The Atlanta Mine is a historical gold-silver producer with a
National Instrument 43-101 ("NI 43-101") compliant
pit-constrained resource of 460,000 oz Au in the measured and
indicated category (11.0M tonnes at
1.3 g/t) plus an inferred resource of 142,000 oz Au (5.3M tonnes at 0.83 g/t). See the NI 43-101
Technical Report on Resources titled "Atlanta Property,
Lincoln County, NV" with an
effective date of October 6, 2020,
and a report date of December 22,
2020, as prepared by Gustavson Associates and filed under
the Company's profile on SEDAR (www.sedar.com).
The scientific and technical information in this news release
has been reviewed and approved by Calvin R.
Herron, P.Geo., who is a Qualified Person as defined by NI
43-101.
NI 43-101 Mineral Resources at the Atlanta Mine
Resource
Category
|
Tonnes
(000s)
|
Au
Grade
(ppm)
|
Contained Au
Oz
|
Ag
Grade
(ppm)
|
Contained Ag
Oz
|
Measured
|
4,130
|
1.51
|
200,000
|
14.0
|
1,860,000
|
Indicated
|
6,910
|
1.17
|
260,000
|
10.6
|
2,360,000
|
Measured +
Indicated
|
11,000
|
1.30
|
460,000
|
11.9
|
4,220,000
|
Inferred
|
5,310
|
0.83
|
142,000
|
7.3
|
1,240,000
|
Please see the Company's website at www.nevadaking.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 release.
Cautionary Statements Regarding Forward Looking
Information
This news release contains certain "forward-looking
information" and "forward-looking statements" (collectively
"forward-looking statements") within the meaning of applicable
securities legislation. Forward-looking statements are frequently,
but not always, identified by words such as "expects",
"anticipates", "believes", "intends", "estimates", "potential",
"possible", and similar expressions, or statements that events,
conditions, or results "will", "may", "could", or" should" occur or
be achieved. All statements, other than statements of historical
fact, included herein, without limitation, statements relating the
TSX-V approval of the Non-Brokered Private Placement, the use of
proceeds with respect to the Offering, and the results of the
mineral resource estimate on the project are forward-looking
statements. There can be no assurance that such statements will
prove to be accurate, and actual results and future events could
differ materially from those anticipated in such statements.
Forward-looking statements reflect the beliefs, opinions and
projections on the date the statements are made and are based upon
a number of assumptions and estimates that, while considered
reasonable by Nevada King, are
inherently subject to significant business, economic, competitive,
political and social uncertainties and contingencies. Many factors,
both known and unknown, could cause actual results, performance or
achievements to be materially different from the results,
performance or achievements that are or may be expressed or implied
by such forward-looking statements and the parties have made
assumptions and estimates based on or related to many of these
factors. Such factors include, without limitation, the results of
exploration, continued availability of capital, and changes in
general economic, market and business conditions. Readers should
not place undue reliance on the forward-looking statements and
information contained in this news release concerning these items.
Nevada King does not assume any
obligation to update the forward-looking statements of beliefs,
opinions, projections, or other factors, should they change, except
as required by applicable securities laws.
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SOURCE Nevada King Gold Corp.