Nevada KING Announces Closing of Non-Brokered Private Placement
NEVADA KING ANNOUNCES CLOSING OF
NON-BROKERED PRIVATE PLACEMENT
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
VANCOUVER, BC
,
April 22, 2025
/CNW/ -
Nevada King Gold Corp.
(TSXV: NKG) ("
Nevada King
"
or the "
Company
") announces the closing of its previously announced non-brokered private
placement financing (the "
Non-Brokered Private Placement
") with the issuance of an aggregate
of 46,000,000 common shares of the Company (the "
Shares
" and each, a "
Share
") at a price of
$0.25
per Share, thereby raising proceeds of
$11,500,000
(the "
Proceeds
").
Highlights:
The Non-Brokered Private Placement was fully allocated to insiders and existing shareholders of
the Company.
Company Founder & Chief Executive Officer Collin Kettell participated for
$5,500,000
.
A significant shareholders of the Company subscribed for
$5,525,891
.
Proceeds will be used to advance the Company's Atlanta Gold Mine Project and for working
capital purposes.
All securities issued pursuant to the Non-Brokered Private Placement are subject to a statutory hold
period under applicable Canadian securities laws expiring
August 23, 2025
, being the date that is
four months and one day from the date of closing of the Non-Brokered Private Placement. The Non-
Brokered Private Placement remains subject to final acceptance by the TSX Venture Exchange.
No finder's fees were applicable to the Non-Brokered Private Placement.
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. This release does not constitute an offer to sell or a solicitation of an offer to
buy any securities in
the United States
.
Related Party Participation in the Non-Brokered Private Placement
Certain insiders of the Company participated in the Non-Brokered Private Placement acquiring an
aggregate of 44,103,564 Shares. Collin Kettell, Chief Executive Officer and Director of the
Company, acquired 22,000,000 Shares, and
Michael Parker
, a >10% shareholder, acquired
22,103,564 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 relied 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, 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 Non-Brokered Private
Placement was unanimously approved by the Company's board of directors.
About Nevada King Gold Corp.
Nevada King
is focused on advancing and growing its 100% owned, past producing, 120km
2
Atlanta
Gold Mine project located along the
Battle Mountain
trend in southeast Nevada. The project hosts an
National Instrument 43-101 ("
NI 43-101
") compliant pit-constrained oxide 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) based on historical drilling, and does not include any of the
100,000m+ of drilling completed by
Nevada King
. 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.sedarplus.ca
).
NI 43-101 Mineral Resources at the Atlanta Mine
Resource Category
Tonnes
(000s)
Au Grade
(ppm)
Contained Au
(Oz)
Ag Grade
(ppm)
Contained Ag
(Oz)
Measured
4,130
1.51
200,000
14.0
1,860,000
Indicated
6,910
1.17
260,000
10.6
2,360,000
Measured + Indicated
11,000
1.30
460,000
11.9
4,220,000
Inferred
5,310
0.83
142,000
7.3
1,240,000
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, TSX Venture Exchange final acceptance of the Non-Brokered Private Placement, the use of
proceeds thereof, and the benefits of the Non-Brokered Private Placement. 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 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 Company's ability to obtain final acceptance of the Non-
Brokered Private Placement, the ability to complete proposed exploration work, 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
contained in this news release concerning these items.
Nevada King
does not assume any
obligation to update the forward-looking statements should beliefs, opinions, projections, or other
factors change, except as required by applicable securities laws.
SOURCE
Nevada King Gold Corp.
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For further information:
For more information, contact Collin Kettell at [email protected] or
(845) 535-1486
CO: Nevada King Gold Corp.
CNW 17:00e 22-APR-25