Nevada KING Announces Closing of $11,250,000 Financing /This Press Release is Not Intended FOR Release OR Dissemination IN the
NEVADA KING ANNOUNCES CLOSING OF
$11,250,000 FINANCING
/THIS PRESS RELEASE IS NOT INTENDED FOR RELEASE OR DISSEMINATION IN
THE
UNITED STATES
/
VANCOUVER, BC
,
April 22, 2022
/CNW/ -
Nevada King Gold Corp.
(TSXV: NKG) (OTCQX:
NKGFF) ("
Nevada King
" or the "
Company
") is pleased to announce that further to its news
releases dated
April 5, 2022
, and
April 18, 2022
, it has closed its previously announced non-
brokered private placement financing issuing a total of 25,000,000 common shares (the "
Shares
") in
the capital of the Company at a price of
$0.45
per Share for gross proceeds of
$11,250,000
(the
"
Private Placement
").
The Proceeds of the Private Placement will be used to advance
Nevada King's
development and
exploration stage assets and for other general corporate purposes. Completion of the Private
Placement has increased the Company's working capital in excess of
$23 million
that will underpin
the Company's plans to aggressively pursue exploration activities on its strategic land holdings along
the Battle Mountain Trend.
The Shares issued pursuant to the Private Placement are subject to a statutory hold period of four
months and one day that expires on
August 23, 2022
. Completion of the Private Placement is
subject to receipt of applicable regulatory approvals, including final approval of the TSX Venture
Exchange.
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 news release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such
offer, solicitation or sale would be unlawful.
Related Party Participation in the Private Placement
Certain insiders of the Company, namely
Collin Kettell
(CEO and Director),
Paul Matysek
(Executive
Chairman),
Craig Roberts
(Director) and
Bassam Moubarak
(CFO), participated in the Private
Placement acquiring an aggregate of 10,718,397 Shares. The participation by insiders in the Private
Placement 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 Shares purchased by insiders, nor the consideration for the Shares paid by such insiders, will
exceed 25% of the Company's market capitalization. The Company did not file a material change
report in respect of the related party transaction at least 21 days before the closing of the Private
Placement, which the Company deems reasonable in the circumstances in order to complete the
Private Placement in an expeditious manner.
Early Warning Report
In connection with the closing of the Private Placement, the Company issued 10,000,000 Shares to
Collin Kettell
, CEO and Director of the Company, directly, for total consideration of
$4,500,000
.
Immediately prior to closing of the Private Placement, Mr. Kettell held an aggregate of 27,918,318
common shares of
Nevada King
("
Common Shares
") representing approximately 11.46% of the
then issued and outstanding Common Shares on an undiluted basis or approximately 11.75% on a
then fully diluted basis. Immediately after the closing of the Private Placement, Mr. Kettell had
control of 37,918,318 Common Shares representing approximately 14.12% of the current issued and
outstanding Common Shares on an undiluted basis or approximately 14.32% on a current fully
diluted basis,
Mr. Kettell's acquisition of the Common Shares was made for investment purposes and he may
increase or decrease his shareholdings in the Company depending on market conditions and as
circumstances warrant. An early warning report respecting this acquisition will be filed on the System
for Electronic Document Analysis and Retrieval (SEDAR) under the Company's profile at
www.sedar.com
. To obtain a copy of the early warning report, please contact
Collin Kettell
at 301-
744-8744 or via email to
or refer to SEDAR.
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 through to the present day 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 Atlanta Mine is a historical gold-silver producer with a 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
). 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.
Tabulation of 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
.
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.
All statements, other than statements of historical fact,
included herein, without limitation,
statements relating to the future operations and activities of
Nevada King
are forward-looking
statements. 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. Forward-looking statements in this news release relate to, among other
things, closing of the Private Placement and the receipt of all necessary regulatory approvals in
connection therewith, use of proceeds from the Private Placement, acquisition of additional mineral
claims, exploration plans, and the Company's ability to potentially expand mineral resources and
the impact thereon. There can be no assurance 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 assumptions 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
capital, 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.
SOURCE
Nevada King Gold Corp.
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For further information:
Contact Collin Kettell at [email protected] or (301) 744-8744.
CO: Nevada King Gold Corp.
CNW 07:30e 22-APR-22