Nevada KING Announces Court Approval of Spin-Out of Non-Atlanta Claims Portfolio
NEVADA KING ANNOUNCES COURT APPROVAL OF SPIN-OUT
OF NON-ATLANTA CLAIMS PORTFOLIO
VANCOUVER, BC
,
July 26, 2024
/CNW/ -
Nevada
King Gold Corp.
(TSXV: NKG) (OTCQX: NKGFF) ("
Nevada King
" or the "
Company
") is
pleased to announce that the Company has obtained a final order from the Supreme Court of
British Columbia
approving the proposed plan of
arrangement (the "
Arrangement
") whereby all of the Company's concessions and properties with the exception of the Atlanta Gold Mine
Project ("
Atlanta
") will be spun out to Nevada King shareholders (the "
Spin-Out
") through a subsidiary of the Company ("
SpinCo
"). In
connection with the Spin-Out, Nevada King will also grant to SpinCo a 3.0% net smelter return royalty on all gold and silver production from
Atlanta
including the
Atlanta
resource area and non-core claims surrounding the Atlanta Gold Mine Project.
The Arrangement was previously approved by 96.30% of votes cast by Nevada King shareholders at the annual and special meeting of
Nevada King Shareholders held on
July 22, 2024
.
Subject to the satisfaction or waiver of the remaining customary closing conditions, including final approval of the TSX Venture Exchange
("
TSXV
"), Nevada King expects that the Arrangement will become effective at
12:01 a.m. PST
on
August 1, 2024
.
Assuming the Arrangement becomes effective on
August 1, 2024
, the Nevada King shareholders of record as of the close of trading on
July
31, 2024
will receive, for each Nevada King common share held immediately prior to the effective time: (i) one new common share of Nevada
King; and (ii) one-thirtieth of one SpinCo common share. Nevada King options will also be adjusted pursuant to the Arrangement as described
in more detail in the Nevada King Information Circular (as defined below).
Additional information regarding the terms of the Arrangement, including a summary of the terms and conditions of the arrangement
agreement, is set out in the Company's information circular dated
June 14, 2024
(the "
Nevada King Information Circular
"), which is filed
under Nevada King's SEDAR+ profile at
www.sedarplus.ca
.
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.ca
).
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 related to completion of the Spin-Out, TSXV approval of the Spin-Out and the benefits of the
proposed Spin-Out 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 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.
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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 07:30e 26-JUL-24