Victory Metals and Nevada King Mining Announce Completion of Business Combination to Create Nevada King Gold Corp.
Victory Metals and Nevada King Mining
Announce Completion of Business
Combination to Create Nevada King Gold
Corp.
VANCOUVER, BC
,
April 7, 2021
/CNW/ -
Victory Metals Inc.
(now named Nevada King Gold Corp.
("
Victory
") (TSXV: VMX) and
Nevada King Mining Ltd.
("
Nevada King
"), a private B.C. company,
are pleased to announce the completion of their previously announced plan of arrangement (the
"
Arrangement
"). Pursuant to the Arrangement, Victory has acquired all the issued and outstanding
shares of
Nevada King
("
Nevada King Shares
") at an exchange ratio of 1.7022 common shares of
Victory (the "
Consideration Shares
") for each
Nevada King Share
. Concurrent with the completion
of the Arrangement, Victory changed its name to "Nevada King Gold Corp." ("
Nevada King Gold
" or
the "
Company
"). Nevada King Gold is expected to begin trading on the TSXV at the market open on
April 9, 2021
under the symbol "NKG". Immediately following completion of the Arrangement Nevada
King shareholders held 50% of the issued and outstanding shares of Nevada King Gold. Nevada
King Gold is focused on becoming a leading Nevada explorer and developer by leveraging off its
large and strategic landholdings along the prolific Battle Mountain Trend.
Paul Matysek
, Executive Chairman of Nevada King Gold, commented, "Along with assembling a
commanding land position in one of the world's most prospective and prolific gold environments,
Nevada King Gold has established a board and management with significant experience in the mining
industry and, collectively among the members of the board and management, a history of previous
cumulative M&A transaction value in excess of
$5 billion
over the past 15 years."
Collin Kettell
, Chief Executive Officer of Nevada King Gold, stated, "Nevada King Gold is well
capitalized with over
$20M
in cash and a plan to drill four of our district-scale projects in 2021. Since
the announcement of the merger between Victory and
Nevada King
, several major mining companies
have made multi-million-dollar commitments to enter and re-enter Nevada. This level of activity has
been absent from the State for the past decade and we believe that this influx of capital represents
the beginning of a new era in
Nevada
. We are excited to be positioned as one of the largest
landholders in one of the world's most prolific gold mining belts."
Highlights of the Arrangement
Nevada King Gold is a leading Nevada explorer and developer focused exclusively on the Battle
Mountain Trend, one of the most endowed and prolific gold trends in the world.
Nevada King Gold is the fastest-growing mineral claim holder in
the United States
and now
ranks as Nevada's fourth-largest active claim holder with 8,193 claims totalling 163,860 acres
(663 square kilometres).
The transaction brings together two 100%-owned development stage assets:
Atlanta Gold Mine, Nevada
– a past producing gold mine with recorded production of 110,000
ounces of gold and 800,000 ounces of silver (1975-1985). A recently completed National Instrument
43-101 ("
NI 43-101
") compliant technical report dated
October 29, 2020
, by Gustavson Associates
of
Lakewood, Colorado
, calculated a pit constrained, measured and indicated mineral resource of
11 million tonnes grading 1.3 g/t Au and 11.9 g/t Ag using a 0.35 g/t Au only cut off, containing
460,000 oz Au and 4,220,000 oz Ag; and an inferred mineral resource of 5.31 million tonnes grading
0.83 g/t Au and 7.3 g/t Ag, containing 142,000 oz Au and 1,240,000 oz Ag (see Table 1-1).
Table 1-1: Tabulation of Mineral Resources
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
Iron Point Vanadium/Gold Project, Nevada
–
North America's
largest mineralized
vanadium footprint in a shallow, open-pittable configuration, currently moving towards a
maiden NI 43-101 resource and Preliminary Economic Assessment, as well as a deep Carlin-
style gold target currently being explored by joint venture partner Ethos Gold Corp.
These core assets are combined with a portfolio of district-scale exploration projects in the
heart of the Battle Mountain Trend including Golconda Gold, Horse Mountain-Mill Creek, Lewis,
Hilltop South, Buffalo Valley, Cedars-Carico Lake, Kobeh Valley, and Evana.
Change to the Board of Directors of the Company
Upon closing of the Arrangement, Dr.
Quinton Hennigh
was appointed to the Company's board of
directors. Dr. Hennigh is a world-renowned geologist and the Founder & Chairman of Novo
Resources Corp., a TSX-V listed gold explorer and developer. The addition of Dr.
Quinton Hennigh
to the Company's board of directors will be instrumental in guiding our exploration and development
activities going forward. In addition to Dr. Hennigh, the Nevada King Gold board of directors will
include:
Paul Matysek
,
Collin Kettell
,
Craig Roberts
and
Doug Forster
.
Conversion of Subscription Receipts
As a condition to the completion of the Arrangement, the Company was required to complete a
financing of at least
$8 million
at a price per Consideration Share of not less than
$0.50
. Due to
overwhelming demand and as previously announced on
January 18, 2021
and
December 23, 2020
,
the Company completed a non-brokered private placement financing of subscription receipts of the
Company ("
Subscription Receipts
") for aggregate gross proceeds of
$18,043,796.10
at a price
per Subscription Receipt of
$0.55
(the "
Financing
").
Upon the completion of the Arrangement, the Company has now satisfied all of the conditions to the
release of the escrowed proceeds of the Financing and the conversion of the 32,806,902
Subscription Receipts issued pursuant to the Financing. The Company has provided notice to
Alliance Trust Company, the subscription receipt agent, that the escrow release conditions have
been met and the Company expects to receive the net proceeds of the Financing later today. The
Subscription Receipts will be converted into 32,806,902 common shares of the Company.
About Nevada King Gold Corp.
Nevada King Gold is the fourth largest mineral claim holder in the
State of Nevada
, and the fastest
growing mineral claim holder in
the United States
.
Nevada King Golds
owns a 100% interest in the
Atlanta Mine, located 100km southeast of
Ely, Nevada
, and the Iron Point Vanadium Project, located
22 miles east of
Winnemucca, Nevada
. The Atlanta Mine is a historical gold-silver producer that
currently hosts a NI 43-101 compliant mineral resource estimate constrained by a conceptual pit
containing 11 million tonnes of measured and indicated resources grading 1.3g/t Au and containing
460,000 Au oz (Table 1-1). Inferred mineral resources are 5.31 million tonnes grading 0.83 g/t Au
containing 142,000 Au oz. Past open pit production is reported to have been 110,000 oz Au and
800,000 oz. Ag (1975 - 1985). The Iron Point Vanadium Project is located within a few miles of
Interstate 80, has high voltage electric power lines running through the project area and a railroad
line passing across the northern property boundary. Nevada King Gold is well financed to advance
the Iron Point Vanadium Project through resource estimation and initial feasibility study work. Nevada
King Gold has a proven capital markets and mining team led by Executive Chairman
Paul Matysek
.
Mineral resources are not Mineral reserves and do not have demonstrated economic viability. There
is no certainty that the mineral resources will be converted to mineral reserves. The quantity and
grade are estimates and are rounded to reflect the fact that it is an approximation. Quantities may
not sum due to rounding.
Kevin Francis
,
SME RM
, of Gustavson Associates is the Qualified Person with responsibility for the
mineral resource estimate. Mineral resources do not have modifying factors or dilution applied.
Mineral resources are presented at a 0.35 ppm gold only cutoff grade and constrained by a pit
optimization shell developed at
$1500
/ oz Au.
The technical information surrounding the recently released NI 43-101 compliant mineral resource for
the Atlanta Mine has been reviewed and approved by
Kevin Francis
,
SME RM
, who is a Qualified
Person as defined by National Instrument 43-101.
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. All
statements, other than statements of historical fact, included herein, without limitation, statements
relating to future operations and activities of Nevada King Gold, are forward-looking statements.
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.
Forward-looking statements in this news release relate to, among other things, drilling plans for
2021, the expected benefits of the Arrangement, statements relating to the release of escrowed
funds, managements expectations regarding Nevada King Gold and the Company's future outlook
and anticipated events or results. Actual future results may differ materially. 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 the Company, 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 Company's failure to complete the Arrangement, the failure of the TSX Venture
Exchange to approve the Arrangement and management's discretion to reallocate the use of
proceeds. Readers should not place undue reliance on the forward-looking statements and
information contained in this news release concerning these items. Nevada King Gold 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
Victory Metals Inc
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For further information:
contact Collin Kettell at [[email protected]] or (301) 744-8744.
CO: Victory Metals Inc
CNW 09:24e 07-APR-21