Nevgold Announces First Tranche Closing of Convertible Securities Financing of up to C$8 Million
NEVGOLD ANNOUNCES FIRST TRANCHE CLOSING OF CONVERTIBLE SECURITIES
FINANCING OF UP TO C$8 MILLION
Vancouver, British Columbia – September 3, 2024 – NevGold Corp. (“NevGold” or the “Company”)
(TSXV:NAU) (OTCQX:NAUFF) (Frankfurt:5E50) is pleased to announce the first tranche closing of
the 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”) announced in the Company’s
news release on August 2 6, 2024, for gross proceeds to the Company of C$3.5 million . 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 the closing of the financing
with Mercer. With the funds now secured, we will ramp up immediately with drilling at our Nutmeg
Mountain (Idaho) and Limousine Butte (Nevada) projects, and we will also further advance our fieldwork
at the highly prospective Zeus copper project (Idaho). We have made significant progress at Zeus in 2024,
and there will be further updates out shortly on our current field program. We strongly believe that we have
timed our financing extremely well to ensure that we advance our portfolio as market conditions continue
to improve.”
In the first tranche of the Financing , the Company issued a convertible security (the “First Convertible
Security”) to the Investor with a funded amount of C$3.5 million convertible into up to 10,000,000 common
shares of the Company (each, a “Share”) at a conversion price of not less than C$0.35 per Share until
August 30, 2026. The First Convertible Security has an original issue discount of C$650,000 accruing over
the 24-month term for the purpose of conversion that may be settled in cash or Shares at the election of the
Investor, with any issuance of Shares in settlement thereof being subject to the approval of the TSX Venture
Exchange (the “Exchange”). The Company also issued 5,000,000 common share purchase warrants (each,
a “Warrant”) and 342,857 Shares to the Investor concurrently with the first tranche closing. Each Warrant
is exercisable by the holder thereof into one Share at an exercise price of C$0.525 per Share until August
30, 2026.
The First Convertible Security, the 342,857 Shares, the Warrants and the Shares issuable on exercise of the
Warrants and on conversion of the First Convertible Security are subject to a hold period expiring on
December 31, 2024 in accordance with applicable Canadian securities laws.
See the Company’s press release dated August 26, 2024 for further details on the Financing. The second
tranche of the Financing remains subject to confirmation by the Company and the Investor, with pricing
and further details regarding the securities to be disclosed in a subsequent press release if the parties decide
to proceed with the second tranche.
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 Exchange.
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 the Nutmeg Mountain gold project and Zeus copper 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 the completion of the second tra nche of the Financing, 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 s tatements. Risks,
uncertainties and other factors that could cause the Company’s plans to change include risks related to completing
the conditions precedent for the second 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 o therwise. 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.