Nevgold Announces Closing of Option Agreement with Eagle Plains Resources
NEVGOLD ANNOUNCES CLOSING OF OPTION AGREEMENT
WITH EAGLE PLAINS RESOURCES
Vancouver, British Columbia – August 1, 202 3 – NevGold Corp. (“NevGold” or the “Company”)
(TSXV:NAU) (OTCQX:NAUFF) (Frankfurt:5E50) is pleased to announce that it has closed an Option
Agreement (the “Option Agreement”) that was previously announced on May 31, 2023 . This Option
Agreement is part of a larger transaction that contemplated, firstly, the establishment of a new British
Columbia subsidiary, 1416753 B.C. Ltd. (“SubCo”) to focus on its high-grade Ptarmigan silver -copper-
lead-zinc project in southeastern BC and, secondly, enter into the Option Agreement.
The Option Agreement provides for SubCo the option to acquire a portfolio of advanced exploration assets
(subject to the terms of the Option Agreement), including two copper-gold-silver projects and three lithium
projects in British Columbia (collectively, the “Option Projects”) from Eagle Plains Resources Ltd. (“EPL”
or the “Optionor”, TSXV:EPL). The Option Agreement and Option Projects are described in more detail
below.
NevGold intends to prepare SubCo for a future subsequent going public transaction through either a spin-
out, merger, or sale.
Highlights
• Unlocks immediate value from Ptarmigan with 25 million shares of SubCo issued to NevGold
to the benefit of NevGold shareholders;
• Further e xposure for NevGold shareholders to five promising copper , gold, silver, and lithium
projects through the Option Agreement with EPL;
• Large land positions totalling over 310 km2 (or 31,028 hectares) in highly prospective districts in
Southeast British Columbia, Toodoggone, and Atlin (see Figure 2);
• Ptarmigan (NevGold), Lost Horse (Option Project), and Acacia (Option Project) have numerous
“drill-ready” targets;
• Operating partnership between experienced NevGold and EPL teams on BC projects;
• Allows NevGold to maintain 100% focus on Western USA oxide, heap -leach gold projects
including Nutmeg Mountain (Idaho), Limousine Butte (Nevada), and Cedar Wash (Nevada)
NevGold CEO, Brandon Bonifacio , comments: “Completing the formation of our BC Sub Co and the
closing of the Option Agreement with Eagle Plains is the first of many positive steps. The transaction
extracts immediate value for our shareholders with 25 million shares issued to NevGold, and it also allows
the NevGold platform to remain laser focused on being one of the go -to companies for oxide, heap-leach
gold in the Western USA. We have made many positive advancements with respect to our W estern USA
projects over recent months, specifically on the inaugural Mineral Resource Estimate at Nutmeg Mountain
in Idaho, which will be released imminently.”
The Option Agreement
Subject to the terms and conditions of the Option Agreement, the Optionor granted to SubCo the sole and
exclusive irrevocable right and option (the “Option”) to acquire an undivided 100% interest in the Option
Projects free and clear of any encumbrance, other than certain net smelter return (“NSR”) royalties.
In connection with the Option Agreement, NevGold transferred its Ptarmigan property to SubCo in
consideration for 25,000,000 SubCo common shares, representing 100% of the outstanding share capital
before the share issuances under the Option Agreement.
SubCo may exercise the Option at its sole discretion by completing the following:
1. Issuing the following SubCo shares to EPL (the Optionor):
(i) on or before the Option closing date, 5,000,000 SubCo shares (complete); and
(ii) on or within 10 business days of the closing of a going public transaction involving
SubCo, an additional 5,000,000 SubCo shares; and
2. Incurring the minimum expenditures on the Option Projects:
(i) on or before December 31, 2023, $500,000 of expenditures; and
(ii) on or before December 31, 2024, $500,000 of additional expenditures.
Upon the exercise of the Option, SubC o has agreed to grant EPL a 2% NSR royalty on certain Option
Projects without underlying royalties, with a buy-down option for SubCo of a 1% NSR royalty for
C$1,000,000. Some of the Option Projects are subject to underlying royalties. The NSR royalties on each
individual project will be capped at an aggregate 2% NSR.
Upon SubCo completing a going public transaction, EPL has agreed to enter into an Investor Rights
Agreement with the resulting issuer in which EPL will agree to c ertain resale conditions on the shares it
holds of the resulting issuer for as long as it holds greater than 5% of the outstanding shares. If SubCo does
not complete a going public transaction by June 30, 2024, or such later date agreed between the parties,
EPL may terminate the Option Agreement and the Option Projects will revert to EPL.
The SubCo shares issued under the terms of the Option Agreeme nt will be subject to an indefinite hold
period under applicable securities laws that will expire four months and one day after the later of the date
of issuance of the SubCo shares and the date that SubCo has become a reporting issuer in any jurisdiction
of Canada.
Figure 1 – Arrangement Structure.
To view image please click here
During the term of the Option Agreement, EPL will act as the operator on the Option Projects based on
work programs that are approved by SubCo, and SubCo will reimburse EPL for all expenditures that are
incurred in accordance with the work programs. As consideration for acting as operator, EPL will be entitled
to receive a management fee of 5% on all expenditures (other than its management fee) incurred by or on
behalf of SubCo on the Option Projects.
NevGold has received conditional approval of the TSX Venture Exchange to the Option Agreement. SubCo
has completed the first issuance of 5,000,000 SubCo shares to EPL under the terms of the Option
Agreement.
As of the closing of the Option Agreement, EPL holds 5,000,000 SubCo shares representing approximately
a 16.7% interest in SubCo. NevGold currently holds 25,000,000 SubCo shares. Within 10 business days of
the completion of a future going-public transaction of SubCo, EPL will receive an additional 5,000,000
SubCo shares under the Option Agreement resulting in approximately a 28.6% total interest in SubCo. The
foregoing percentages are calculated prior to the issuance of any other SubCo shares.
Option Projects
The Option Projects comprise over 20,000 hectares and are currently held by Eagle Plains Resources, and
are summarized below:
Property Name District Commodity Geology Area (Ha)
Lost Horse Central BC Au, Cu Epithermal Au, Porphyry Cu 2,170
Acacia Central BC Au, Ag, Zn, Pb, Cu VMS 4,857
Findlith SE BC Lithium Lithium-pegmatite 2,307
Toodoggone N. Central BC Lithium Lithium-pegmatite 7,154
Surprise Lake Atlin Lithium Lithium-pegmatite 4,492
Total Option 20,980
Ptarmigan SE BC Ag, Au, Zn, Pb, Cu CRD, Porphyry Cu 10,048
Total 31,028
Technical information contained in this news release has been reviewed and approved by Derick Unger,
CPG, the Company’s Vice President, Exploration, who is NevGold’s qualified person under National
Instrument 43-101 and responsible for technical matters of this release.
ON BEHALF OF THE BOARD
“Signed”
Brandon Bonifacio, President & CEO
For further information, please contact Brandon Bonifacio at bbonifacio@nev -gold.com, 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 and Cedar Wash gold
projects in Nevada, and has an option to acquire 100% of the Nutmeg Mountain gold project in Idaho.
Please follow @NevGoldCorp on Twitter, Facebook, LinkedIn, Instagram, and YouTube.
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”, “estima te”, “suggest”, “indicate” and other similar words or statements that
certain events or conditions “may” or “will” occur. Forward-looking statements in this news release include
statements regarding the completion of the conditions to exercise the O ption, regulatory approval for the Option
Agreement, the nature and the intention to complete a going public transaction of SubCo and future exploration and
development programs of the Company and SubCo. Such forward-looking statements involve known and un known
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 the ability
of SubCo to complete all option conditions to acquire the Option Projects, obtaining all regulatory approval for the
Option and uncertainties relating to the proposed going public transaction of SubCo and exploration and development
activities. 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 information, 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.