NKG.V · 2023-05-26 12:00:00

Nevada KING Announces Closing of Common Share Offering to Complete $16.25-MILLION Financing

Financings

NEVADA KING ANNOUNCES CLOSING OF COMMON SHARE

OFFERING TO COMPLETE $16.25-MILLION FINANCING

VANCOUVER, BC

May 26, 2023

/CNW/ -

Nevada King Gold Corp.

(TSXV: NKG) ("

Nevada King

" or the "

Company

") is pleased to announce that,

further to its news release of

May 12, 2023

, which announced the closing of the brokered portion of its previously announced financing for gross proceeds

$5-million

(the "

LIFE Offering

"), the Company has now closed the final

$11.25-million

portion (the "

Non-Brokered Private Placement

") of its previously

announced private placement offering of Common Shares for aggregate gross proceeds of

$16.25-million

(collectively, the "

Offering

"). The Offering,

including the Non-Brokered Private Placement was first announced on

May 1, 2023

and the Company further announced upsizings of the Non-Brokered

Private Placement on

May 3, 2023

, and

May 10, 2023

, due to high demand.

In connection with the Non-Brokered Private Placement, the Company has issued on

May 26, 2023

, an aggregate of 25,000,000 common shares (the

Common Shares

") of the Company priced at

$0.45

per Common Share. The Common Shares are subject to a statutory hold period in accordance with

applicable Canadian securities law, expiring

September 27, 2023

, being the date that is four months and one day following the date of issuance.

The Offering has raised aggregate gross proceeds of

$16.25-million

for the Company. As previously disclosed, in connection with the closing of the LIFE

Offering portion of the Offering, the Company issued 11,111,111 common shares for a purchase price of

$0.45

per common share. The common shares

issued under the LIFE Offering were issued by way of the Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106 –

Prospectus

Exemptions

and are not subject to resale restrictions pursuant to applicable Canadian securities laws or the policies of the TSX Venture Exchange ("

TSX-

").

No finder's fees were applicable to the Non-Brokered Private Placement and, as previously disclosed, in connection with the LIFE Offering, Canaccord

Genuity Corp. as lead agent and sole bookrunner, on behalf of a syndicate of agents that included Roth Canada Inc. (collectively the "

Agents

") received

an aggregate cash fee equal to

$250,000

. 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.

The Offering remains subject to receipt of customary regulatory approvals, including final approval of the TSX-V.

The securities described herein have not been, and will not be, registered under the U.S. 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 Non-Brokered 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 Non-Brokered Private Placement acquiring an aggregate of 5,244,444 Common Shares. The participation by insiders

in the Non-Brokered 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 Common Shares purchased by

insiders, nor the consideration for the Common Shares paid by such insiders, exceeds 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 Non-Brokered Private Placement, which

the Company deems reasonable in the circumstances in order to complete the Non-Brokered Private Placement in an expeditious manner. The Offering

was unanimously approved by the Company's board of directors.

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

$21

million

after closing of the Offering.

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.

NI 43-101 Mineral Resources at the Atlanta Mine

Resource