NHK

Nighthawk Gold Corp. ("Nighthawk" or the "Company") (TSX VENTURE:NHK) is pleased
to announce that it has entered into an agreement in connection with a private
placement offering of flow through units ("FT Units") at a price of $0.40 per FT
Unit and units ("Units") at a price of $0.40 per Unit for aggregate gross
proceeds of up to $5,000,000 (the "Offering"). Each FT Unit shall consist of one
common share of Nighthawk, which will qualify as a "flow-through share" within
the meaning of the Income Tax Act (Canada) and one-half of one common share
purchase warrant (each whole common share purchase warrant, a "Warrant"). Each
Unit shall be comprised of one common share and one-half of one Warrant. Each
Warrant shall entitle the holder thereof to acquire one common share of
Nighthawk at a price of $0.50 for a period of 18 months following the closing of
the Offering. 


A syndicate of agents, led by Primary Capital Inc. (collectively, the "Agents"),
have agreed to act on a best efforts agency basis with respect to the Offering.
Nighthawk has agreed to pay the Agents a commission equal to 6.0% of the
aggregate gross proceeds of the Offering and issue the Agents broker warrants
(the "Broker Warrants") exercisable in the aggregate for that number of common
shares of Nighthawk equal in number to 6.0% of the number of FT Units and Units
sold under the Offering. The Broker Warrants will be exercisable at a price of
$0.45 per common share for a period of 18 months following the closing date of
the Offering. 


It is anticipated that insiders of the Company may participate in the Offering
for greater than 25% of the Offering. By virtue of their participation, the
Offering would constitute a "related party transaction" under applicable
securities laws. The Offering is scheduled to close on or about June 25, 2014.
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 deemed 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, will constitute a distribution of securities for cash
and because the Company is not listed on certain specified exchanges, it is
expected that neither a formal valuation nor minority shareholder approval will
be required in connection with the Offering. 


The gross proceeds from the sale of the FT Units will be used to incur "Canadian
exploration expenses" (as such term is defined in the Income Tax Act (Canada)
(the "Tax Act")), which will also qualify as "flow-through mining expenditures"
(as defined in the Tax Act provided the amendments to the term as contained in
the February 11, 2014 federal budget become law), on the continued exploration
of the Company's Indin Lake Gold property located in the Northwest Territories.
The net proceeds from the sale of the Units will be used for general working
capital purposes. The Offering is subject to certain conditions including, but
not limited to, the receipt of all necessary approvals including the acceptance
by the TSX Venture Exchange ("TSXV").


Any securities to be issued under the Offering will be subject to a hold period
of four months and a day from the closing date of the Offering in accordance
with the rules and policies of the TSXV and applicable Canadian securities laws
and such other further restrictions as may apply under foreign securities laws.


Nighthawk Gold Corp.

Nighthawk is a Canadian-based exploration company focused on acquiring and
developing gold mineral properties in the Northwest Territories, Canada. Its
land position covers 229,791 acres or 930 square kilometres in the Indin Lake
Gold Camp, located approximately 220 kilometres north of Yellowknife, Northwest
Territories.


For more information about the Company, please visit www.nighthawkgold.com.

Forward-Looking Information

Certain information set forth in this news release may contain forward-looking
information that are based on the then current expectations, beliefs,
assumptions, estimates and forecasts about the Company's business and the
industry and markets in which it operates. Forward-looking information in this
press release includes statements with respect to insider participation in the
Offering, the completion of, and the expected use of proceeds from, the
Offering, and the Offering being exempt from minority approval and formal
valuation requirements pursuant to applicable securities laws. Assumptions and
factors underlying the Company's expectations regarding forward-looking
information contained herein include, among others: that financing will be
available if and when needed on reasonable terms; that general business and
economic conditions will not change in a material adverse manner; that the
Company's current exploration activities can be achieved and that its other
corporate activities will proceed as expected; and governmental and other
approvals required to conduct the Company's planned exploration activities will
be available on reasonable terms and in a timely manner. Readers are cautioned
that the assumptions used in the preparation of such forward-looking
information, although considered reasonable at the time of preparation, may
prove to be imprecise and, as such, undue reliance should not be placed on
forward-looking information. 


Forward-looking information also involves known and unknown risks and
uncertainties and other factors, which may cause actual events or results in
future periods to differ materially from any projections of future events or
results expressed or implied by such forward-looking information, including,
among others: risks related to the availability of financing on commercially
reasonable terms and the use of proceeds; changes in the market or potential
downturns in economic conditions; industry conditions; volatility of commodity
prices; risks associated with the uncertainty of exploration results and
estimates; currency fluctuations; dependency upon regulatory approvals; changes
in laws and regulations; and delays in obtaining governmental or other approvals
or financing. There can be no assurance that forward-looking information will
prove to be accurate, as actual results and future events could differ
materially from those anticipated, estimated or intended. This press release is
not, and is not to be construed in any way as, an offer to buy or sell
securities in the United States. The Company undertakes no obligation to update
or reissue forward-looking information as a result of new information or events
except as required by applicable securities laws. The reader is cautioned not to
place undue reliance on forward-looking information.


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 news release. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Nighthawk Gold Corp.
David Wiley
President & CEO
(647) 260-1247
(416) 363-4567 (FAX)
dwiley@nighthawkgold.com
www.nighthawkgold.com

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