Nation Gold Corp announces upsize to Non-Brokered Private Placement
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES
Nation Gold Upsizes Non-Brokered Private Placement of Common Shares
Vancouver, Canada – October 28, 2025 – Nation Gold Corp. (NATN: CSE ) (the “ Company” or
"Nation") is pleased to announce that it has increased the size of its non-brokered private placement to raise
gross proceeds to the Company of up to $ 675,000 (the “ Offering”) by the issuance of up to 9,000,000
common shares (each, a “ Share”) of the Company at a purchase price of $0. 075 per Share, from the
previously announced amount of up to $525,000 by the issuance of up to 7,000,000 Shares.
The proceeds of the Offering will be used for general working capital, and to evaluate and pursue potential
new project opportunities. The Company may pay finder’s fees to eligible arm’s length finders who locate
investors to participate in the Offering. The Offering is subject to the acceptance of the Canadian Securities
Exchange (the “Exchange”). The securities issued pursuant to the Offering will be subject to a four-month
hold period in accordance with applicable securities laws and the rules of the Exchange. In addition, the
securities issued pursuant to the Offering will be subject to contractual escrow restrictions and will be
released from escrow pursuant to the following schedule: (i) 25% on the date that is 4 months following the
closing date of the Offering (the “ Closing Date”); (ii) 25% on the date that is 8 months following the
Closing Date; (iii) 25% on the date that is 12 months following the Closing Date; and (iv) 25% on the date
that is 16 months following the Closing Date.
It is anticipated that insiders of the Company w ill participate in the Offering. The participation of any
insiders may be considered a related party transaction within the meaning of Multilateral Instrument 61 -
101 - Protection of Minority Security Holders in Special Transactions ("MI 61 -101"). Such insi der
participation will be exempt from the formal valuation and minority shareholder approval requirements of
MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61 -101, as the Company is not listed on any of
the exchanges or markets outlined in subse ction 5.5(b) of MI 61 -101, and the fair market value of the
securities to be distributed to the insiders will not exceed 25% of the Company's market capitalization.
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 accordingly, 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 requirements or pursuant to exemptions therefrom. This
press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
About Nation Gold Corp.
Nation Gold Corp. is an exploration company based in Vancouver, BC with a 100% interest in the Cattle
Creek Project located near Vernon, BC. The Company is led by a team of mining, exploration and capital
markets professionals focused on acquiring multi-million ounce precious metals deposits in Tier 1 mining
jurisdictions. Through the identification and acquisition of mineral properties with exploration potential,
the Company’s mission is to target unrecognized value opportunities in assets located in minin g-friendly
jurisdictions. For further information, please visit the Company’s website at www.nationgold.ca.
Contact Information - For more information, please contact:
Darren Tindale, Chief Financial Officer and Corporate Secretary
Tel: (604) 376-3567
Email: [email protected]
Cautionary Note Regarding Forward Looking Statements
This news release contains certain forward -looking statements, including statements regarding the
Offering; the Company’s ability to complete the Offering and receive acceptance from the Exchange to the
completion of the Offering; and the business and anticipated financial performance of the Company. These
statements are subject to a number of risks and uncertainties. Actual resu lts may differ materially from
results contemplated by the forward -looking statements. Factors that could cause actual results to differ
materially from those in forward-looking statements include the Company does not complete all or any part
of the Offering; the Company does not receive regulatory acceptance to the Offering and general economic
conditions. Accordingly the actual events may differ martially from those projected in the forward-looking
statements. When relying on forward -looking statements to make decisions, investors and others should
carefully consider the foregoing factors and other uncertainties and should not place undue reliance on
such forward -looking statements. The Company does not undertake to update any forward looking
statements, oral or written, made by itself or on its behalf, unless otherwise required pursuant to applicable
laws.