Nevada KING Announces Closing of $4,500,000 Financing with $2,250,000 Lead Order from CEO Collin Kettell /This Press Release is Not Intended FOR Release OR Dissemination IN the
NEVADA KING ANNOUNCES CLOSING OF
$4,500,000 FINANCING WITH $2,250,000 LEAD
ORDER FROM CEO COLLIN KETTELL
/THIS PRESS RELEASE IS NOT INTENDED FOR RELEASE OR DISSEMINATION IN
THE
UNITED STATES
/
VANCOUVER, BC
,
June 10, 2022
/CNW/ -
Nevada King Gold Corp.
(TSXV: NKG) (OTCQX:
NKGFF) ("
Nevada King
" or the "
Company
") is pleased to announce that further to its news release
dated
May 18, 2022
, it is closing its previously announced non-brokered private placement financing
with the issuance of a total of 10,000,000 common shares (the "
Shares
") in the capital of the
Company at a price of
$0.45
per Share for gross proceeds of
$4,500,000
(the "
Private
Placement
").
Highlights:
Participation from insiders of the Company totalled
$2,300,040
, including a lead order of
$2,250,000
from Founder and Chief Executive Officer
Collin Kettell
.
Crescat Capital through its Crescat Global Macro Master Fund and Crescat Precious Metals
Master Fund subscribed for
$500,000
of the Private Placement to add to its existing position.
Following the closing of the Private Placement,
Nevada King
has cash in excess of
$27-million
to
support expansion and drilling.
The Shares issued pursuant to the Private Placement are subject to a statutory hold period of four
months and one day that expires on
October 11, 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) and
Craig Roberts
(Director) participated in the Private Placement acquiring an aggregate of 5,111,200 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 5,000,000 Shares to
Collin Kettell
, CEO and Director of the Company, directly, for total consideration of
$2,250,000
.
Immediately prior to closing of the Private Placment, Mr. Kettell held an aggregate of 38,249,318
common shares of
Nevada King
representing approximately 14.24% of the then issued and
outstanding common shares of the Company on an undiluted basis or approximately 16.38% on a
then fully diluted basis. Immediately after closing of the Private Placement, Mr. Kettell holds control
of 43,249,318 common shares representing approximately 15.53% of the current issued and
outstanding common shares on an undiluted basis or approximately 17.49% 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 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
). 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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%SEDAR: 00015775E
For further information:
Collin Kettell at [email protected] or (301) 744-8744.
CO: Nevada King Gold Corp.
CNW 07:30e 10-JUN-22