Nevada KING Announces Closing of Oversubscribed Non-Brokered Private Placement
NEVADA KING ANNOUNCES CLOSING OF
OVERSUBSCRIBED NON-BROKERED
PRIVATE PLACEMENT
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE
UNITED STATES
/
VANCOUVER, BC
,
March 22, 2024
/CNW/ -
Nevada King Gold Corp.
(TSXV: NKG) ("
Nevada
King
" or the "
Company
") is pleased to announce the closing of its previously announced non-
brokered private placement financing (the "
Non-Brokered Private Placement
") with the issuance of
an aggregate of 28,396,857 common shares of the Company (the "
Shares
" and each, a "
Share
") at
a price of
$0.35
per Share, thereby raising total gross proceeds of
$9,938,899.95
(the "
Proceeds
").
Highlights:
The Non-Brokered Private Placement was fully allocated to insiders, existing shareholders, and
a new strategic shareholder of the Company.
Company Founder & Chief Executive Officer
Collin Kettell
participated for
$2,000,000
.
Two significant shareholders of the Company subscribed for
$4,200,000
and
$1,356,400
,
respectively.
A new strategic shareholder to the Company participated for
$2,000,000
.
Proceeds of the Non-Brokered Private Placement will be used to advance the Company's
Atlanta Gold Mine Project and for working capital purposes of
Nevada King
.
All securities issued pursuant to the Non-Brokered Private Placement are subject to a statutory hold
period under applicable Canadian securities laws expiring
July 23, 2024
, 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 and the Proceeds will be
used to advance the Company's Atlanta Gold Mine Project and for working capital purposes of
Nevada King
.
The securities issued in connection to the Non-Brokered Private Placement 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 Non-Brokered Private Placement
Certain insiders of the Company participated in the Non-Brokered Private Placement acquiring an
aggregate of 18,364,286 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 Non-
Brokered Private Placement 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 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.sedarplus.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.
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
NI 43-101 Mineral Resources at the Atlanta Mine
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.
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
limitation, statements relating to TSXV acceptance of the Non-Brokered Private Placement, the the
use of proceeds thereof, and the benefits of the Non-Brokered Private Placement are forward-
looking statements. 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 obtain necessary approvals, 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 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:
Collin Kettell at [email protected] or (845) 535-1486.
CO: Nevada King Gold Corp.
CNW 18:36e 22-MAR-24