NKG.V · 2025-04-07 12:00:00

Nevada KING Announces Fully Allocated Non-Brokered Offering of $11 Million, Welcomes Prominent U.s. Based GOLD Fund as New Shareholder

Financings

NEVADA KING ANNOUNCES FULLY ALLOCATED NON-BROKERED

OFFERING OF $11 MILLION, WELCOMES PROMINENT U.S. BASED GOLD

FUND AS NEW SHAREHOLDER

VANCOUVER, BC

April 7, 2025

/CNW/ -

Nevada

King Gold Corp.

(TSXV: NKG) ("

Nevada

King

" or the "

Company

") is pleased to announce that the Company

is proceeding with a non-brokered private placement financing (the "

Offering

") of 44,000,000 common shares of the Company ("

Common Shares

") at a price of

$0.25

per Common Share for aggregate gross proceeds of

$11-million

The Non-Brokered Private Placement is fully allocated

and is expected to close on or

about

April 22

, 2025.

Highlights:

In connection with the Offering,

Collin Kettell

, the Company's Chief Executive Officer, intends to subscribe for 22,000,000 shares, financing a significant

portion of his subscription with an arranged sale of 20,000,000 shares from his personal holdings through the facilities of the TSX-V with a prominent U.S.

based gold and precious metals fund (the "Gold Fund"). Such planned sale is expected to occur on or about

April 7, 2025

Following the arranged sale, the Gold Fund is expected to own approximately 5% of the Company, adding to a growing institutional shareholder register that

will constitute approximately 10% of the Company.

The remainder of the Offering is fully allocated to insiders and existing shareholders of the Company.

Nevada

King's management & insider ownership at

nearly 40%, is industry leading and indicative of the strong alignment with shareholders, and conviction in the Atlanta Gold Mine Project.

Collin Kettell

, CEO of

Nevada

King stated: "We are thrilled to welcome this large U.S. based precious metals fund to the

Nevada

King ownership group. The fund

is regarded as an industry thought leader and one of the most respected institutional precious metal investors. Their participation, along with insiders increasing

their ownership in the company, demonstrates a strong endorsement for the Atlanta Gold Mine Project and confidence in

Nevada

King".

The net proceeds of the Offering are intended to be used to advance

Nevada

King's Atlanta Gold Mine Project and for other general working capital purposes. No

finder's fees are being paid on the Offering.

The Common Shares to be issued under the Non-Brokered Private Placement are expected to be offered by way of applicable prospectus exemptions in

accordance with NI 45-106 to "accredited investors". The Common Shares issued pursuant to the Non-Brokered Private Placement will be subject to the statutory

hold period of four months from the date of issuance in accordance with applicable Canadian securities laws. 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 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 Offering:

Certain insiders of the Company, including

Collin Kettell

(CEO and Director), expect to participate in the Non-Brokered Private Placement. The participation by

insiders in the Offering 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, will exceed 25% of the Company's market capitalization. The Company expects that the closings of the Offering will

occur within 21 days of this announcement and that it will not file a material change report in respect of the related party transaction at least 21 days before the

closings. The Company deems this circumstance reasonable in order to complete the Offering in an expeditious manner. The Offering has been unanimously

approved by the Company's board of directors. Further information regarding the interest in the Offering of every related party and the effect that the Offering will

have on their percentage of securities of the Company will be provided once finalized.

About

Nevada

King Gold Corp.

Nevada

King is focused on advancing and growing its 100% owned, past producing, 120km

Atlanta Gold Mine project located along the

Battle Mountain

trend in

southeast

Nevada

. The project hosts an 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