Nevada KING Announces Fully Allocated Upsizing of Non-Brokered Offering to $10 Million

ŧb x s. x

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE

UNITED STATES

NEVADA KING ANNOUNCES FULLY ALLOCATED UPSIZING OF NON-BROKERED

OFFERING TO $10 MILLION

VANCOUVER, BC May 3, 2023 – Nevada King Gold Corp. (TSX-V: NKG) (“Nevada King” or the

“Company”) is pleased to announce an increase to its previously announced $5 -million non-brokered

private placement financing (the “Non-Brokered Private Placement”) initially announced on May 1,

2023.

Highlights:

▪ Nevada King has increased the Non -Brokered Private Placement primarily due to significant

demand from existing shareholders and intends to raise gross proceeds of $10-million (previously

expected to be $5-million) through the issuance of 22,222,222 common shares (the " Common

Shares") of the Company priced at $0.45 per Common Share.

▪ There are no changes to the Company’s agreement with Canaccord Genuity Corp. on behalf of a

syndicate of agents (collectively, the “Agents”) in connection with a brokered financing of up to

11,111,111 Common Shares at a price of $0.45 per Common Share to raise additional gross

proceeds of up to $5 -million (the “LIFE Offering” and together with the Non -Brokered Private

Placement, the “Offering”).

▪ Company Founder & Chief Executive Officer Collin Kettell is subscribing for $2,000,00 0 of

the Non-Brokered Private Placement. The majority of the $ 10-Million is being taken up by

existing shareholders of the Company.

▪ Upon completion of the Offering, and assuming the completion of the LIFE Offering for

$5,000,000, Nevada King will have working capital in excess of $ 20-million to support

advancement and drilling at the Atlanta Gold Mine Project, Nevada.

Collin Kettell, CEO of Nevada King , stated: “As Nevada’s third largest mineral claim holder and one of

Nevada’s most active explorers, Nevada King is built to be big in every way. I am excited to announce a

fully allocated increase to the non -brokered portion of the Offering to continue to support our high -grade

discovery at the Atlanta Gold Mine Project. We have a dedicated shareholder base that is subscribing for

the majority of the offering. This has allowed us to complete an at -market financing without a warrant,

despite difficult market conditions. Nevada King is now positioned for an aggressive and fully funded 2023

as we unlock the discovery potential of Atlanta.”

The n et 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.

Closing of the Non-Brokered Private Placement is expected on or about May 18, 2023. Closing of the LIFE

Offering is anticipated to occur on or about the week of May 8, 2023, or such other date as the Agents and

the Company may agree upon. The issuance of the Common Shares under the Offering and the payment of

the Agents’ commission on the LIFE Offering portion remain subject to customary conditions, including,

NEWS RELEASE – NR:23-18

but not limited to, the receipt of all necessary approvals, inclusive of the approval of the TS X Venture

Exchange (“TSX-V”).

The Common Shares to be issued under the LIFE Offering are expected to be offered by way of the Listed

Issuer Financing Exemption under Part 5A of National Instrument 45 -106 – Prospectus Exemptions (“NI

45-106”) to purchasers in all the provinces of Canada, except Québec . 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 offered under

the LIFE Offering will not be subject to resale restrictions pursuant to applicable Canadian securities laws

or the policies of the TSX-V. 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 Agents will receive an aggregate cash fee equal to 5.0% of the gross proceeds of the LIFE Offering.

There is an amended and restated offering document related to the LIFE Offering and taking into account

the increased size of the Non-Brokered Private Placement that can be accessed under the Company’s profile

at www.sedar.com and on the Company ’s website at https://nevadaking.ca. Prospective investors should

read this offering document before making an investment decision.

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 th e 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 herei n 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 exc eed 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 intere st 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 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 $7.25 million as of April

2023.

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 Category Tonnes

(000’s)

Au

Grade

(ppm)

Contained

Au Oz

(000’s)

Ag

Grade

(ppm)

Contained

Ag Oz

(000’s)

Measured 4,130 1.51 200 14.0 1,860

Indicated 6,910 1.17 260 10.6 2,360

Measured+Indicated 11,000 1.30 460 11.9 4,220

Inferred 5,310 0.83 142 7.3 1,240

Please see the Company’s website at www.nevadaking.ca.

For more information, contact Collin Kettell at [email protected] or (845) 535-1486.

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, statemen ts

relating the closing of the Offering, TSX-V approval of the Offering, the use of proceeds with respect to the

Offering, and the results of the mineral resource estimate on the project 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 given the global COVID -19 pandemic, 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.