Nighthawk Gold Corp. (“
Nighthawk” or the
“
Company”) (
TSX: NHK; OTCQX:
MIMZF) announces that it has entered into an agreement,
with a syndicate of underwriters sole-led by National Bank
Financial Inc. (collectively, the “
Underwriters”),
pursuant to which the Underwriters have agreed to purchase, or
arrange for substitute purchasers to purchase, (i) 11,250,000
common shares of the Company (“
HD Shares”) at a
price of C$0.40 per HD Share, and (ii) 13,250,000 common shares of
the Company issued on a flow-through basis (the “
FT
Shares”) and together with the HD Shares, the
“
Offered Securities”) at a price of C$0.46 per FT
Share, for aggregate gross proceeds of C$10,595,000, on a bought
deal private placement basis (the “
Offering”). The
Company has also granted the Underwriters an option to purchase up
to an additional 6,449,000 shares of either the HD Shares or FT
Shares or combination thereof with the same terms as the Offering,
to be exercised in whole or in part at the sole discretion of the
Underwriters, at any time up until two business days prior to the
Closing Date.
The aggregate net proceeds raised from the HD
Shares will be used to fund ongoing project development
expenditures, and for working capital and general corporate
purposes.
An amount equal to the aggregate gross proceeds
raised from the FT Shares will be used to incur, on or before
December 31, 2024, “Canadian exploration expenses” (within the
meaning of the Income Tax Act (Canada) (the “Tax
Act”)), that will qualify as “flow-through mining
expenditures” within the meaning of the Tax Act (the
“Qualifying Expenditures”).
The Offering is expected to close on or about
August 4, 2023 or such other date as agreed between the Company and
the Underwriters (the “Closing Date”), and is
subject to certain conditions including, but not limited to, the
receipt of all necessary regulatory approvals including the
approval of the Toronto Stock Exchange (“TSX”).
The securities issued pursuant to the Offering shall be subject to
a four-month plus one day hold period in Canada commencing on the
Closing Date under applicable Canadian securities laws.
In consideration for their services, the
Underwriters will receive a cash commission equal to 6.50% of the
gross proceeds of the Offering.
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.
About Nighthawk
Nighthawk is a Canadian-based gold exploration
and development company with 100% ownership of more than 947 km2
District Scale Property within 200 km north of Yellowknife,
Northwest Territories, Canada. Nighthawk’s experienced management
team, with a track record of successfully advancing projects and
operating mines, is working towards rapidly advancing its assets
towards a development decision.
FOR FURTHER INFORMATION PLEASE
CONTACT:NIGHTHAWK GOLD CORP.Tel: +1 (416) 863-2105; Email:
info@nighthawkgold.comWebsite: www.nighthawkgold.com
Keyvan SalehiPresident & CEO |
Salvatore CurcioCFO |
Allan CandelarioVP, Investor Relations &
Corporate Development |
Forward-Looking Information
This news release contains "forward-looking
information" within the meaning of applicable Canadian securities
legislation. All information other than information related to
historical facts that address activities, events or developments
that the Company believes, expects or anticipates will or may occur
in the future are forward-looking information. 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 timing of such use of
proceeds; the tax treatment of the FT Shares; the timing of the tax
renunciation to the subscribers; and the receipt of regulatory
approval including TSX 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 failure to obtain regulatory and other
approvals, 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, 2022, 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.
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