Nevada KING Announces Fully Allocated Upsizing of Non-Brokered Private Placement to $9.94-MILLION
NEVADA KING ANNOUNCES FULLY
ALLOCATED UPSIZING OF NON-BROKERED
PRIVATE PLACEMENT TO $9.94-MILLION
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR
DISSEMINATION IN
THE
UNITED
STATES/
VANCOUVER, BC
,
March 4, 2024
/CNW/ -
Nevada King Gold Corp.
(TSXV: NKG) ("
Nevada
King
" or the "
Company
") is pleased to announce an increase to its previously announced
$9.75-
million
non-brokered private placement financing (the "
Non-Brokered Private Placement
") initially
announced on February
12, 2024.
Highlights:
Nevada King
has increased the Non-Brokered Private Placement due to demand from existing
shareholders and intends to raise gross proceeds of
$9,938,900
(previously expected to be
$9,750,000
) through the issuance of 28,396,857 common shares (the "
Common Shares
") of
the Company priced at
$0.35
per Common Share.
The Non-Brokered Private Placement is fully allocated to insiders, existing shareholders, and a
new strategic shareholder of the Company.
Company Founder & Chief Executive Officer
Collin Kettell
is subscribing for
$2,000,000
.
Two significant shareholders of the Company are subscribing for
$4,200,000
and
$1,356,400
, respectively.
A new strategic shareholder to the Company is subscribing 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
.
Closing of the Non-Brokered Private Placement remains subject to customary conditions, including,
but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture
Exchange ("
TSX-V
"). All securities to be issued pursuant to the Non-Brokered Private Placement will
be subject to a statutory hold period under applicable Canadian securities laws of four months and
one day from the date of closing of the Non-Brokered Private Placement.
Related Party Participation in the Non-Brokered Private Placement
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 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, will exceed 25% of the Company's market capitalization. The Company expects that
the closings of the Non-Brokered Private Placement 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 Non-Brokered Private Placement in an expeditious manner. The Non-Brokered Private Placement
has been unanimously approved by the Company's board of directors. Further information regarding
the interest in the Non-Brokered Private Placement of every related party and the effect that the
Non-Brokered Private Placement will have on their percentage of securities of the Company will be
provided once finalized.
Private Placement
The securities offered in 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.
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
Table 1. 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 the closing of the Non-Brokered Private Placement, TSXV
approval thereof, the use of proceeds with respect to the Non-Brokered Private Placement, 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.
View original content to download multimedia:
http://www.newswire.ca/en/releases/archive/March2024/04/c9864.html
%SEDAR: 00015775E
For further information:
Contact Collin Kettell at [email protected] or (845) 535-1486.
CO: Nevada King Gold Corp.
CNW 07:30e 04-MAR-24