/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER,
BC, May 3, 2023 /CNW/ - Nevada King Gold
Corp. (TSXV: NKG) ("Nevada
King" or the "Company") is pleased to announce an
increase to its previously announced $5-million non-brokered private placement
financing (the "Non-Brokered Private Placement") initially
announced on May 1, 2023.
Highlights:
- Nevada King has increased the
Non-Brokered Private Placement primarily due to significant demand
from existing shareholders and intends to raise gross proceeds of
$10-million (previously expected to
be $5-million) through the issuance
of 22,222,222 common shares (the "Common Shares") of the
Company priced at $0.45 per Common
Share.
- There are no changes to the Company's agreement with Canaccord
Genuity Corp. on behalf of a syndicate of agents (collectively, the
"Agents") in connection with a brokered financing of up to
11,111,111 Common Shares at a price of $0.45 per Common Share to raise additional gross
proceeds of up to $5-million (the
"LIFE Offering" and together with the Non-Brokered Private
Placement, the "Offering").
- Company Founder & Chief Executive Officer Collin Kettell is subscribing for $2,000,000 of the Non-Brokered Private Placement.
The majority of the $10-Million is
being taken up by existing shareholders of the Company.
- Upon completion of the Offering, and assuming the completion of
the LIFE Offering for $5,000,000,
Nevada King will have working
capital in excess of $20-million to
support advancement and drilling at the Atlanta Gold Mine Project,
Nevada.
Collin Kettell,
CEO of Nevada King, stated: "As
Nevada's third largest mineral claim holder and one of Nevada's
most active explorers, Nevada King
is built to be big in every way. I am excited to announce a fully
allocated increase to the non-brokered portion of the Offering to
continue to support our high-grade discovery at the Atlanta Gold
Mine Project. We have a dedicated shareholder base that is
subscribing for the majority of the offering. This has allowed us
to complete an at-market financing without a warrant, despite
difficult market conditions. Nevada
King is now positioned for an aggressive and fully funded
2023 as we unlock the discovery potential of Atlanta."
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.
Closing of the Non-Brokered Private Placement is
expected on or about May 18, 2023.
Closing of the LIFE Offering is anticipated to occur on or about
the week of May 8, 2023, or such
other date as the Agents and the Company may agree upon. The
issuance of the Common Shares under the Offering and the payment of
the Agents' commission on the LIFE Offering portion remain subject
to customary conditions, including, but not limited to, the receipt
of all necessary approvals, inclusive of the approval of the TSX
Venture Exchange ("TSX-V").
The Common Shares to be issued under the LIFE
Offering are expected to be offered by way of the Listed Issuer
Financing Exemption under Part 5A of National Instrument 45-106 –
Prospectus Exemptions ("NI 45-106") to purchasers in
all the provinces of Canada,
except Québec. The Common Shares to be issued under the
Non-Brokered Private Placement are expected to be offered by way of
applicable prospectus exemptions in accordance with NI 45-106 to
"accredited investors". The Common Shares offered under the LIFE
Offering will not be subject to resale restrictions pursuant to
applicable Canadian securities laws or the policies of the TSX-V.
The Common Shares issued pursuant to the Non-Brokered Private
Placement will be subject to the statutory hold period of four
months from the date of issuance in accordance with applicable
Canadian securities laws.
The Agents will receive an aggregate cash fee
equal to 5.0% of the gross proceeds of the LIFE Offering.
There is an amended and restated offering
document related to the LIFE Offering and taking into account the
increased size of the Non-Brokered Private Placement that can be
accessed under the Company's profile at www.sedar.com and on the
Company's website at https://nevadaking.ca. Prospective investors
should read this offering document before making an investment
decision.
The securities offered have not been registered
under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements. This release does not constitute an
offer to sell or a solicitation of an offer to buy of any
securities in the United States.
The securities described herein 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 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
Offering
Certain insiders of the Company, including
Collin Kettell (CEO and Director),
expect to participate in the Non-Brokered Private Placement. The
participation by insiders in the Offering 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, will exceed 25% of the
Company's market capitalization. The Company expects that the
closings of the Offering will occur within 21 days of this
announcement and that it will not file a material change report in
respect of the related party transaction at least 21 days before
the closings. The Company deems this circumstance reasonable in
order to complete the Offering in an expeditious manner. The
Offering has been unanimously approved by the Company's board of
directors. Further information regarding the interest in the
Offering of every related party and the effect that the Offering
will have on their percentage of securities of the Company will be
provided once finalized.
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 $7.25 million as of April
2023.
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
(000's)
|
Au
Grade
(ppm)
|
Contained
Au Oz
(000's)
|
Ag
Grade
(ppm)
|
Contained
Ag Oz
(000's)
|
Measured
|
4,130
|
1.51
|
200
|
14.0
|
1,860
|
Indicated
|
6,910
|
1.17
|
260
|
10.6
|
2,360
|
Measured+Indicated
|
11,000
|
1.30
|
460
|
11.9
|
4,220
|
Inferred
|
5,310
|
0.83
|
142
|
7.3
|
1,240
|
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
closing of the Offering, TSX-V approval of the Offering, 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 ability to
complete proposed exploration work given the global COVID-19
pandemic, 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.
SOURCE Nevada King Gold Corp.