Nevgold Announces Closing of Second Tranche of Upsized C$2.35M Non-Brokered Private Placement Financing and Announces Shares-FOR-Debt Transaction

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NEVGOLD ANNOUNCES CLOSING OF SECOND TRANCHE OF UPSIZED C$2.35M

NON-BROKERED PRIVATE PLACEMENT FINANCING AND

ANNOUNCES SHARES-FOR-DEBT TRANSACTION

Vancouver, British Columbia – February 16, 2024 – NevGold Corp. (“NevGold” or the “Company”)

(TSXV:NAU) (OTCQX:NAUFF) (Frankfurt:5E50) is pleased to announce closing of a second and final

tranche of a non-brokered private placement financing (see previous News Releases dated December 20,

2023 and January 5, 2024) of 2,656,250 common shares of the Company (the “Common Shares”) issued at

a price of C$0.32 per Common Share for gross proceeds of C$ 850k (the “Offering”) . The Company

increased the total size of the Private Placement to $2.35 million gross proceeds due to investor interest. A

total of 7,343,750 Common Shares were issued under the first and second tranches for $2.35 million gross

proceeds.

NevGold CEO, Brandon Bonifacio, comments: “It is positive to see further demand for our no-warrant

financing with strong participation from existing and new shareholders. The financing proceeds will be

directed to high-potential opportunities at Nutmeg Mountain and other strategic efforts in the adjacent

Hercules Copper District in Washington County, Idaho. We look forward to commencing field work which

will lead to a very active 1H-2024 for the Company. The NevGold platform has made significant advances

since our initial public listing in June-2021, and we will continue to build on our oxide, heap-leach gold

resource base in the Western USA , while considering other value-generating opportunities for

shareholders.”

The Company intends to use the aggregate net proceeds raised from the Offering for general working capital

purposes and advancing strategic efforts at the Nutmeg Mountain Project and in the surrounding

Washington County, Idaho district.

NevGold paid a cash finder’s fee of C$25,920 and issued 81,000 non-transferable finder’s warrants (the

“Finder Warrants”) to an arm’s length finder in connection with the second closing tranche. Each Finder

Warrant entitles the holder thereof to acquire one Common Share at an exercise price of C$0.32 per share

until February 16, 2025.

All securities of the Company issued in connection with the second tranche of the Offering are subject to a

hold period expiring on June 17, 2024 in accordance with applicable securities laws. The Offering is subject

to the final approval of the TSX Venture Exchange (the “TSXV”).

Robert McKnight (the "Insider"), Executive VP and Chief Financial Officer of the Company, has purchased

an aggregate of 93,750 Common Shares under the second tranche of the Offering. The Insider participation

in the Offering therefore constitutes a "related -party transaction" within the meaning of TSXV Policy 5.9

and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI

61-101"). The Company is relying on exemptions from the formal valuation and minority security holder

approval requirements of the related -party rules set out in sections 5.5(a) and 5.7(a) of MI 61 -101 as the

fair market value of the Insiders participation does not exceed 25% of the market capitalization of the

Company. The Company did not file a material change report more than 21 days before the closing of the

second tranche of the Offering as the details of the Offering and the participation therein by each "related

party" of the Company were not settled until shortly prior to the closing of the second tranche of the

Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons.

The Company obtained approval by the board of directors of the Company to the Offering . No materially

contrary view or abstention was expressed or made by any director of the Company in relation thereto.

Shares for Debt

Additionally, the Company is pleased to announce that it has entered into a debt settlement agreement dated

February 15, 2024 to settle outstanding debt in the amount of C$135,000 (the “Debt”) owing to an arm’s-

length creditor by issuing to the creditor an aggregate of 421,875 Common Shares at a price of C$0.32 per

Common Share (the “Shares-for-Debt Transaction”). The NevGold Board of Directors has determined that

it is in the best interests of the Company to settle the outstanding Debt by the issuance of Common Shares

to preserve the Company’s cash for ongoing operations.

Closing of the Shares -for-Debt Transaction is subject to customary closing conditions, including the

approval of the TSXV. The Company intends to close the Shares -for-Debt Transaction as soon as

practicable. The Common Shares to be issued pursuant to the Shares -for-Debt Transaction will be subject

to a hold period of four (4) months and one (1) day from the date of issuance.

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 and Cedar Wash gold

projects in Nevada, and 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 ”, “estimate”, “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, but are

not limited to, statements regarding regulatory approval of the Offering, regulatory approval of the Shares for Debt

Transaction, exploration and development plans of the Company and use of proceeds from the Offering. 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. Risks, uncertainties , and other factors that could cause the Company’s plans to change include

risks related to regulatory approval of the Offering, regulatory approval of the Shares for Debt Transaction, changes

in demand for and price of gold and other commodities and currencies, and changes or disruptions in the securities

markets generally. Any forward-looking statement speaks only as of t he 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.