Nevada KING Announces Further Upsizing of Offering of Common Shares to $16.25 Million
NEVADA KING ANNOUNCES FURTHER
UPSIZING OF OFFERING OF COMMON
SHARES TO $16.25 MILLION
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE
UNITED STATES
/
VANCOUVER, BC
,
May 10, 2023
/CNW/ -
Nevada King Gold Corp.
(TSXV: NKG) ("
Nevada King
"
or the "
Company
") is pleased to announce a further increase to its previously announced non-
brokered private placement financing (the "
Non-Brokered Private Placement
") from
$10-million
to
$11.25-million
. The Non-Brokered Private Placement was originally announced on
May 1, 2023
, and
initially upsized on
May 3, 2023
. The Non-Brokered Private Placement is fully allocated and is
expected to close on
May 18, 2023
. The Company is also continuing with its previously announced
brokered financing for gross proceeds of up to
$5-million
(the "
LIFE Offering
" and together with the
Non-Brokered Private Placement, the "
Offering
"). If the LIFE Offering is completed for the
maximum gross proceeds of
$5-million
, the aggregate gross proceeds from the Offering are
expected to be
$16.25-million
.
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
$11.25-million
(previously announced to be
$10-million
) through the issuance of 25,000,000 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 previously announced
LIFE Offering 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
.
Company Founder & Chief Executive Officer
Collin Kettell
is subscribing for
$2-million
of the
Non-Brokered Private Placement. The Majority of the
$11.25-million
is being taken up by
existing shareholders of the Company.
Upon completion of the Offering, and assuming the completion of the LIFE Offering,
Nevada
King
will have working capital in excess of
$21.25-million
to support advancement and drilling at
the Atlanta Gold Mine Project, Nevada.
The net 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.
The issuance of the Common Shares under the Offering remains subject to customary conditions,
including, but not limited to, the receipt of all necessary approvals, inclusive of the approval of the
TSX Venture Exchange ("
TSX-V
").
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 National Instrument 45-106
–
Prospectus Exemptions
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.
For further information regarding the LIFE Offering, please see the Company's news releases dated
May 1, 2023
, and
May 3, 2023
.
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 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
.
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 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.
SOURCE
Nevada King Gold Corp.
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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 08:30e 10-MAY-23