Nevgold Announces Convertible Securities Financing of up to C$8 Million
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NEVGOLD ANNOUNCES CONVERTIBLE SECURITIES FINANCING
OF UP TO C$8 MILLION
Vancouver, British Columbia – August 26, 2024 – NevGold Corp. (“NevGold” or the “Company”)
(TSXV:NAU) (OTCQX:NAUFF) (Frankfurt:5E50 ) is pleased to announce a financing of unsecured
convertible securities (“the Financing”) with Mercer Street Global Opportunity Fund II, LP, managed by
C/M Global GP, LLC (“the Investor” or “Mercer”). The Financing is structured in two tranches with the
funded amounts being C$3.5 million for the first tranche and a potential of up to C$4.5 million in a second
tranche pursuant to the terms of a convertible security funding agreement dated August 23, 2024 between
the Company and the Investor.
NevGold CEO, Brandon Bonifacio, comments: “We are pleased to announce this financing package and
further capital support from Mercer, who have been a strong supportive shareholder of the Company over
recent years. The financing will allow us to continue to advance our high-quality portfolio of gold and
copper assets in the Western USA, with the proceeds focused on drilling our Nutmeg Mountain and
Limousine Butte oxide, heap-leach gold projects, along with advancing our Zeus copper project through
the first phase of systematic exploration. Although the financing markets remain challenging with
commodity prices reaching all-time highs, this funding package provides a flexible structure which will
allow us to rapidly advance our portfolio leading to significant news flow and developments over the
coming year.”
Use of Proceeds
The Company intends to use the aggregate net proceeds raised from the Financing for general working
capital purposes and to strategically advance its Nutmeg Mountain (Idaho) and Limousine Butte (Nevada)
oxide, heap-leach gold projects, and its Zeus Copper Project (Idaho).
Closing of each tranche of the Financing is subject to customary closing conditions, including the approval
of the TSX Venture Exchange (the “Exchange”).
Key Terms of the Financing
Tranche 1 (“First Convertible Security”)
Term: 24 months
Funded Amount: $3,500,000
Use of Proceeds: General working capital and to advance mineral properties
Original Issue Discount (“OID”) $650,000
First Investment Conversion
Terms:
Principal amount of $3,500,000 will be convertible at the option of the Investor
for a 24-month period into up to 10,000,000 common shares of the Company
(each, a “Share”) at a price per Share equal to the greater of (i) 90% of the
volume-weighted average trading per Share (in Canadian dollars) for the five
(5) consecutive trading days immediately prior to the applicable date that the
Investor provides notice of conversion, and (ii) $0.35.
Tranche 2 (“Second Convertible Security”)
Term: 24 months
Funded Amount: Up to $4,500,000
Use of Proceeds: General working capital and to advance mineral properties
Original Issue Discount (“OID”) Up to $810,000
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The second tranche of the Financing remains subject to confirmation by the Company and the Investor,
with pricing and further details regarding the Second Convertible Security to be disclosed in a subsequent
press release if the parties decide to proceed with the second tranche.
Other Key Terms
Other key terms of the Financing include:
The Company has the right of prepayment of the securities, at any time during the term;
For the purposes of conversion, the OID on the First Convertible Security and the Second
Convertible Security accrues in equal monthly installments over the 24-month term of the
applicable security. The OID will be settled in cash or in Shares, at the option of the Investor, with
any issuance of Shares in settlement thereof subject to the approval of the Exchange;
Warrant Issuance: Common share purchase warrants of the Company (each, a “Warrant”) are to be
issued to the Investor in two tranches concurrently with issuance of the First Convertible Security
(the “First Warrants”) and the Second Convertible Security (the “Second Warrants”). The Warrants
for each tranche of the Financing will equal 50% of all funded amounts for the applicable tranche
(less the First Closing Fee if applicable for the First Warrants). A total of up to 5,000,000 First
Warrants will be issued concurrently with the First Convertible Security. Each Warrant shall entitle
the holder to acquire one Share at the warrant exercise price for a period of 24 months from the
date of issuance of the Warrant. The Warrant exercise price is equal to 150% of the market price of
the Shares as of the price reservation date for the First Warrants or the Second Warrants, as
applicable. The exercise price for the First Warrants will be $0.525 per Share; and
The Company will pay a closing fee of $120,000 (the “First Closing Fee”) to the Investor as
consideration for the First Convertible Security that will either be settled in 342,857 Shares at the
issue price of $0.35 per Share, subject to the approval of the Exchange, or will be settled in cash.
The First Convertible Security, the Second Convertible Security, the Warrants and the securities issued
under such securities will be subject to a hold period expiring four months and one day following the date
of issue of the First Convertible Security or the Second Convertible Security, as applicable, in accordance
with applicable Canadian securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities 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 or to U.S. Persons (as defined in the U.S. Securities Act) unless
registered under the U.S. Securities Act and applicable state securities laws or an exemption from such
registration is available.
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 100% of the Nutmeg Mountain gold project in Idaho.
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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 the planned completion of the Financing, regulatory approval, exploration and
development plans of the Company and use of proceeds from the Financing. 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 completing
the conditions precedent for each tranche of the Financing, regulatory approval, 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 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.