Nevada KING Announces $10-MILLION Offering of Common Shares with $2-MILLION Lead Order BY CEO Collin Kettell
ŧb x s. x
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
NEVADA KING ANNOUNCES $10-MILLION OFFERING OF COMMON SHARES WITH
$2-MILLION LEAD ORDER BY CEO COLLIN KETTELL
VANCOUVER, BC May 1, 2023 – Nevada King Gold Corp. (TSX-V: NKG) (“Nevada King” or the
“Company”) is pleased to announce that the Company is proceeding with a non-brokered private placement
financing (the “Non-Brokered Private Placement”) of 11,111,111 common shares of the Company
(“Common Shares”) at a price of $0.45 per Common Share for aggregate gross proceeds of $ 5-million.
The Non-Brokered Private Placement is fully allocated and is expected to close on or about May 18,
2023. The Company has also entered into an agreement with Canaccord Genuity Corp. on behalf of a
syndicate of agents (collectively, the “Agents”) in connection with a brokered financing of up to 11,111,111
Common Shares at a price of $0.45 per Common Share to raise additional gross proceeds of up to $ 5-
million (the “LIFE Offering” and together with the Non-Brokered Private Placement, the “Offering”).
Highlights:
▪ Company Founder & Chief Executive Officer Collin Kettell is subscribing for $ 2,000,000 of the
Non-Brokered Private Placement. Several members of management and the board of directors are
participating in the financing as well.
▪ Upon completion of the Offering, and assuming the completion of the LIFE Offering for
$5,000,000, Nevada King will have working capital in excess of $15-million to support
advancement and drilling at the Atlanta Gold Mine Project, Nevada.
Collin Kettell, CEO of Nevada King , stated: “We are pleased to announce the subscribed Non-Brokered
Private Placement and the LIFE Offering. Participation by insiders and significant shareholders represents
half of the $10-million financing. These funds will allow us to continue aggressively drilling at Atlanta,
where we have continually reported high-grade oxide gold results.”
The net proceeds of the Offering are intended to be used to advance Nevada King ’s development and
exploration stage assets and for other general corporate purposes.
Closing of the LIFE Offering is anticipated to occur on or about the week of May 8, 2023, or such other
date as the Agents and the Company may agree upon. The issuance of the Common Shares under the
Offering and the payment of the Agents’ commission on the LIFE Offering portion are subject to customary
conditions, including, but not limited to, the receipt of all necessary approvals, inclusive of the approval of
the TSX Venture Exchange (“TSX-V”).
The Common Shares to be issued under the LIFE Offering are expected to be offered by way of the Listed
Issuer Financing Exemption under Part 5A of National Instrument 45 -106 – Prospectus Exemptions (“NI
45-106”) to purchasers in all the provinces of Canada, except Québec. The Common Shares to be issued
under the Non -Brokered Private Placement are expected to be offered by way of applicable prospectus
exemptions in accordance with NI 45-106 to “accredited investors”. The Common Shares offered under
the LIFE Offering will not be subject to resale restrictions pursuant to applicable Canadian securities laws
or the policies of the TSX-V. The Common Shares issued pursuant to the Non-Brokered Private Placement
NEWS RELEASE – NR:23-17
Nevada King Gold Corp. - 2 - TSX-V: NKG
will be subject to the statutory hold period of four mo nths from the date of issuance in accordance with
applicable Canadian securities laws.
The Agents will receive an aggregate cash fee equal to 5.0% of the gross proceeds of the LIFE Offering.
There is an offering document related to the LIFE Offering that can be accessed under the Company ’s
profile at www.sedar.com and on the Company ’s website at https://nevadaking.ca. Prospective investors
should read this offering document before making an investment decision.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration or an applicable exemption from the
registration requirements. This release does not constitute an offer to sell or a solicitation of an offer to buy
of any securities in the United States. The securities described herein 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 except in compliance with the
registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to
available exemptions therefrom.
Related Party Participation in the Offering
Certain insiders of the Company, including Collin Kettell (CEO and Director), expect to participate in the
Non-Brokered Private Placement. The participation by insiders in the Offering constitutes a “related party
transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions (“MI 61-101”). The Company is relying on the exemptions from the valuation and
minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI
61-101, as neither the fair market value of the Common Shares purchased by insiders, nor the consideration
for the Common Shares paid by such insiders, will exc eed 25% of the Company ’s market capitalization.
The Company expects that the closings of the Offering will occur within 21 days of this announcement and
that it will not file a material change report in respect of the related party transaction at least 21 days before
the closings. The Company deems this circumstance reasonable in order to complete the Offering in an
expeditious manner. The Offering has been unanimously approved by the Company ’s board of directors.
Further information regarding the interest in the Offering of every related party and the effect that the
Offering will have on their percentage of securities of the Company will be provided once finalized.
About Nevada King Gold Corp.
Nevada King is the third largest mineral claim holder in the State of Nevada, behind Nevada Gold Mines
(Barrick/Newmont) and Kinross Gold. Starting in 2016 the Company has staked large project areas hosting
significant historical exploration work along the Battle Mountain trend located close to current or former
producing gold mines. These project areas were initially targeted based on their potential for hosting multi-
million ounce gold deposits and were subsequently staked following a detailed geological evaluation.
District-scale projects in Nevada King’s portfolio include (1) the 100% owned Atlanta Mine, located 100km
southeast of Ely, (2) the Lewis and Horse Mountain -Mill Creek projects, both located between Nevada
Gold Mines ’ large Phoenix and Pipeline mines, and (3) the Iron Point project, located 35km east of
Winnemucca, Nevada. The Company is well funded with cash of approximately $7.25 million as of April
2023.
The Atlanta Mine is a historical gold -silver producer with a National Instrument 43 -101 (“NI 43-101”)
compliant pit-constrained resource of 460,000 oz Au in the measured and indicated category (11.0M tonnes
at 1.3 g/t) plus an inferred resource of 142,000 oz Au (5.3M tonnes at 0.83 g/t). See the NI 43-101 Technical
Report on Resources titled “Atlanta Property, Lincoln County, NV ” with an effective date of October 6,
2020, and a report date of December 22, 2020, as prepared by Gustavson Associates and filed under the
Company’s profile on SEDAR (www.sedar.com).
Nevada King Gold Corp. - 3 - TSX-V: NKG
The scientific and technical information in this news release has been reviewed and approved by Calvin R.
Herron, P.Geo., who is a Qualified Person as defined by NI 43-101.
NI 43-101 Mineral Resources at the Atlanta Mine
Resource Category Tonnes
(000’s)
Au
Grade
(ppm)
Contained
Au Oz
(000’s)
Ag
Grade
(ppm)
Contained
Ag Oz
(000’s)
Measured 4,130 1.51 200 14.0 1,860
Indicated 6,910 1.17 260 10.6 2,360
Measured+Indicated 11,000 1.30 460 11.9 4,220
Inferred 5,310 0.83 142 7.3 1,240
Please see the Company’s website at www.nevadaking.ca.
For more information, contact Collin Kettell at [email protected] or (845) 535-1486.
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 Statements Regarding Forward Looking Information
This news release contains certain “forward-looking information ” and “forward-looking statements ”
(collectively “forward-looking statements ”) within the meaning of applicable securities legislation.
Forward-looking statements are frequently, but not always, identified by words such as “expects”,
“anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or
statements that events, conditions, or results “will”, “may”, “could”, or” should” occur or be achieved.
All statements, other than statements of historical fact, included herein, without lim itation, statements
relating the closing of the Offering, TSX-V approval of the Offering, the use of proceeds with respect to the
Offering, and the results of the mineral resource estimate on the project are forward-looking statements.
There can be no assu rance that such statements will prove to be accurate, and actual results and future
events could differ materially from those anticipated in such statements. Forward-looking statements reflect
the beliefs, opinions and projections on the date the statements are made and are based upon a number of
assumptions and estimates that, while considered reasonable by Nevada King, are inherently subject to
significant business, economic, competitive, political and social uncertainties and contingencies. Many
factors, both known and unknown, could cause actual results, performance or achievements to be materially
different from the results, performance or achievements that are or may be expressed or implied by such
forward-looking statements and the parties have made a ssumptions and estimates based on or related to
many of these factors. Such factors include, without limitation, the ability to complete proposed exploration
work given the global COVID -19 pandemic, the results of exploration, continued availability of cap ital,
and changes in general economic, market and business conditions. Readers should not place undue reliance
on the forward-looking statements and information contained in this news release concerning these items.
Nevada King does not assume any obligation to update the forward-looking statements of beliefs, opinions,
projections, or other factors, should they change, except as required by applicable securities laws.