$5,500,000 best -efforts marketed private placement conducted pursuant to the Listed Issuer Financing
NEVGOLD ANNOUNCES UPSIZE TO C$6M BROKERED PRIVATE PLACEMENT
FINANCING
“NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES.”
Vancouver, British Columbia – May 27, 2025 – NevGold Corp. (“NevGold” or the “Company”)
(TSXV:NAU) (OTCQX:NAUFF) (Frankfurt:5E50) is pleased to announce that, due to strong investor
demand, it has agreed with Clarus Securities Inc. (the “Lead Agent”), as Lead Agent and sole bookrunner,
on behalf of a syndicate of agents (the “ Agents”), to increase the size of its previously announced
$5,500,000 best -efforts marketed private placement conducted pursuant to the Listed Issuer Financing
Exemption, as defined below (the “Offering”).
Pursuant to the upsized deal terms, the Offering will now consist of up to 20,000,000 units of the Company
(the “Units”) at a price of $0.30 per Unit (the “Issue Price”) for gross proceeds to the Company of up to
$6,000,000. Each Unit will consist of one common share in the capital of the Company (each, a “Common
Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “ Warrant”). Each
Warrant will entitle the holder to purchase one Common Share at an exercise price of $0.45 for 24 months
following the completion of the Offering.
The Offering will be conducted pursuant to the terms of an agency agreement to be entered into between
the Company and the Agents on or prior to the closing date of the Offering. In connection with the Offering,
the Agents will receive a 7.0% cash commission on the gross proceeds of the Offering and 7.0% non-
transferable compensation options (each, a “Compensation Option”) on the number of Units sold under
the Offering. The commission and Compensation Options from the Company’s president’s list will be
reduced. Each Compensation Option will entitle the holder thereof to acquire one Unit at the Issue Price
for a period of 24 months from the closing of the Offering.
The Company intends to use the net proceeds of the Offering for advancing its Limousine Butte gold-
antimony project (Nevada), Nutmeg Mountain gold project (Idaho), working capital and general corporate
purposes.
The closing of the Offering is anticipated to occur on or about May 29, 2025 and is subject to certain
conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the
TSX Venture Exchange.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument
45-106 – Prospectus Exemptions (“NI 45-106”) and the Coordinated Blanket Order 45 -935 Exemptions
from Certain Conditions of the Listed Issuer Financing Exemption the Units will be offered for sale to
purchasers resident in Canada other than the Province of Quebec and/or other qualifying jurisdictions
pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing
Exemption”). Because the Offering is being completed pursuant to the Listed Issuer Financing Exemption,
the securities issued in the Offering will not be subject to a hold period pursuant to applicable Canadian
securities laws.
There is an amended and restated offering document related to the Offering that can be accessed under the
Company’s profile at www.sedarplus.ca and on the Company’s website at www.nev-gold.com. Prospective
investors should read this offering document before making an investment decision.
The securities described herein have not been, and will not be, registered under t he 1933 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 1933 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.
ON BEHALF OF THE BOARD
“Signed”
Brandon Bonifacio, President & CEO
For further information, please contact Brandon Bonifacio at [email protected], call 604-337-
4997, or visit our website at www.nev-gold.com.
About the Company
NevGold is an exploration and development company targeting large-scale mineral systems in the proven
districts of Nevada and Idaho. NevGold owns a 100% interest in the Limousine Butte (gold-antimony) and
Cedar Wash (gold) projects in Nevada, and the Nutmeg Mountain (gold) and Zeus (copper) projects in
Idaho.
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 Note Regarding Forward Looking Statements
This news release contains forward -looking statements that are based on the Company’s current expectations and
estimates. Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “project”,
“intend”, “believe”, “anticipate ”, “estimate”, “suggest”, “indicate” and other similar words or statements that
certain events or conditions “may” or “will” occur. Forward-looking statements include, but are not limited to, the
terms of the Offering, the anticipated use of proceeds, the completion of the Offering and the estimated closing date.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause
actual events or results to differ materially from estimated or anticipated events or results implied or expressed in
such forward-looking statements. Such risks include, but are not limited to, the failure to complete the Offering in the
timeframe and on the terms as anticipated by management, market conditions and the ability to obtain all necessary
regulatory approvals. There is some risk that the forward-looking statements will not prove to be accurate, that the
management’s assumptions may not be correct or that actual results may differ materially from such forward-looking
statements. Accordingly, readers should not place undue reliance on the forward -looking statements. Any forward-
looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities
laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of
new infor mation, future events or results or otherwise. Forward -looking statements are not guarantees of future
performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty
therein.