NKG Nevada King Gold Corp

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, BC, May 1, 2023 /CNW/ - Nevada King Gold Corp. (TSXV: NKG) ("Nevada King" or the "Company") is pleased to announce that the Company is proceeding with a non-brokered private placement financing (the "Non-Brokered Private Placement") of 11,111,111 common shares of the Company ("Common Shares") at a price of $0.45 per Common Share for aggregate gross proceeds of $5-million. The Non-Brokered Private Placement is fully allocated and is expected to close on or about May 18, 2023. The Company has also entered into an 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. Several members of management and the board of directors are participating in the financing as well.
  
  
• 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 $15-million to support advancement and drilling at the Atlanta Gold Mine Project, Nevada.

Collin Kettell, CEO of Nevada King, stated: "We are pleased to announce the subscribed Non-Brokered Private Placement and the LIFE Offering. Participation by insiders and significant shareholders represents half of the $10-million financing. These funds will allow us to continue aggressively drilling at Atlanta, where we have continually reported high-grade oxide gold results."

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 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 are 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 offering document related to the LIFE Offering 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. 

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.

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

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.

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.