/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION
IN THE UNITED STATES/
VANCOUVER, BC, March 4,
2024 /CNW/ - Nevada King Gold Corp.
(TSXV: NKG) ("Nevada
King" or the "Company") is pleased to announce an
increase to its previously announced $9.75-million non-brokered private placement
financing (the "Non-Brokered Private Placement") initially
announced on February 12, 2024.
Highlights:
- Nevada King has increased the
Non-Brokered Private Placement due to demand from existing
shareholders and intends to raise gross proceeds of $9,938,900 (previously expected to be
$9,750,000) through the issuance of
28,396,857 common shares (the "Common Shares") of the
Company priced at $0.35 per Common
Share.
- The Non-Brokered Private Placement is fully allocated to
insiders, existing shareholders, and a new strategic shareholder of
the Company.
- Company Founder & Chief Executive Officer Collin Kettell is subscribing for $2,000,000.
- Two significant shareholders of the Company are subscribing for
$4,200,000 and $1,356,400, respectively.
- A new strategic shareholder to the Company is subscribing for
$2,000,000.
Proceeds of the Non-Brokered Private Placement will be used to
advance the Company's Atlanta Gold Mine Project and for working
capital purposes of Nevada King.
Closing of the Non-Brokered Private Placement remains subject to
customary conditions, including, but not limited to, the receipt of
all necessary approvals, including the approval of the TSX Venture
Exchange ("TSX-V"). All securities to be issued pursuant to
the Non-Brokered Private Placement will be subject to a statutory
hold period under applicable Canadian securities laws of four
months and one day from the date of closing of the Non-Brokered
Private Placement.
Related Party Participation in the
Non-Brokered Private Placement
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 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, will exceed 25% of the
Company's market capitalization. The Company expects that the
closings of the Non-Brokered Private Placement 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 Non-Brokered
Private Placement in an expeditious manner. The Non-Brokered
Private Placement has been unanimously approved by the Company's
board of directors. Further information regarding the interest in
the Non-Brokered Private Placement of every related party and the
effect that the Non-Brokered Private Placement will have on their
percentage of securities of the Company will be provided once
finalized.
Private Placement
The securities offered in the Non-Brokered Private Placement
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.
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 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.sedarplus.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.
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
|
Table 1. 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.
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 to
the closing of the Non-Brokered Private Placement, TSXV approval
thereof, the use of proceeds with respect to the Non-Brokered
Private Placement, and the benefits of the Non-Brokered Private
Placement 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 obtain necessary approvals, the ability to complete
proposed exploration work, 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.