Nv GOLD Announces $1,000,000 Financing and Debt Settlement
Not for dissemination in the United States or through U.S. newswires
NV GOLD ANNOUNCES $1,000,000 FINANCING AND
DEBT SETTLEMENT
VANCOUVER, BC / ACCESSWIRE / October 22, 2025 / NV Gold Corporation (TSXV:NVX)
(OTCQB:NVGLF) (FSE:8NV) (“NV Gold” or the “Company”), is pleased to announce a non-
brokered private placement for gross proceeds of up to C$1,000,000 through the issuance of
up to 5,555,555 units (each, a "Unit") at a price of C$0.18 per Unit (the “Offering”).
Each Unit consists of one common share of the Company (a " Common Share") and one
Common Share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof
to acquire one additional Common Share at a price of C$0.40 for a period of 24 months from
the date of issuance.
The Company will use the proceeds of the Offering to initiate a drill program, possible land
acquisitions and for general corporate purposes.
The securities issued in the Offering will be subject to applicable hold periods imposed under
applicable securities legislation, including a hold period of 4 months and one day from the
date of issuance. The Company may pay a finder’s fee on a portion of the gross proceeds of
the Offering. The Offering remains subject to regulatory approval and the approval of the TSX
Venture Exchange (the “TSXV”).
Debt Settlement
The Company also announces that it intends to issue 1,684,780 common shares of the
Company (the “ Settlement Shares”) at a deemed price of C$0.14 per share in settlement
(the “Debt Settlement”) of payment owed pursuant to a loan agreement dated September 2,
2025 with John Watson, President, Chairman, CEO and a director of the Company, totaling
US$168,213.70 (C$235,869.25), which includes the interest accrued on the total amount of
the loan.
The Debt Settlement is subject to all necessary regulatory approvals, including acceptance
from the TSXV. All securities issued in connection with the Debt Settlement will be subject to
applicable hold periods imposed under applicable securities legislation, including a hold
period of 4 months and one day from the date of issuance.
750 West Pender Street, Suite 250
Vancouver, British Columbia, V6C 2T7
Tel: +1 303.668.7991
www.nvgoldcorp.com
MI 61-101
Mr. Watson has committed to subscribe for 3,200,000 Units in the Offering for an aggregate
purchase price of C$576,000. The participation by Mr. Watson in the Offering and the Debt
Settlement will be considered a “related party transaction ” as defined in Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-
101”). Mr. Watson’s participation in the Offering and the Debt Settlement will be exempt from
the formal valuation and minority shareholder approval requirements of MI 61-101 as neither
the fair market value of the securities issued to Mr. Watson nor the consideration for such
securities will exceed 25% of the Company’s market capitalization.
No U.S. Registration
The foregoing securities being offered have not been and will not be registered under the
U.S. Securities Act and may not be offered or sold in the United States, or to, or for the
account or benefit of, U.S. persons or persons in the United States, absent registration or an
applicable exemption from the registration requirements. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the
securities in any state in which such offer, solicitation or sale would be unlawful.
About NV Gold Corporation
NV Gold Corporation is a well-organized exploration company with 19.2 million shares issued
and outstanding. NV Gold has 21 exploration projects in Nevada comprising 639 100% -
Company-owned lode mining claims totaling 53.4 square kilometers (20.6 square miles). The
Company is based in Vancouver, British Columbia, and Reno, N evada, and is focused on
delivering value through mineral discoveries in Nevada, USA. Leveraging its expansive
property portfolio, its highly experienced in-house technical team, and its extensive geological
data library, 2025 promises to be highly productive for NV Gold.
On behalf of the Board of Directors,
John Watson, President, Chairman, CEO and Director
For further information, visit the Company’s website at www.nvgoldcorp.com or contact
Freeform Communications at 604.245.0054
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the
policies of the TSXV) accept responsibility for the adequacy or accuracy of this
release.
Cautionary Statements Regarding Forward-Looking Information
This release includes certain statements and information that may constitute forward -looking information
within the meaning of applicable Canadian securities laws. Forward -looking statements relate to future
events or future performance and reflect the expectations or beliefs of management of the Company
regarding future events. Generally, forward-looking statements and information can be identified by the use
of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases
or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This
information and these statements, referred to herein as "forward ‐looking statements", are not historical
facts, are made as of the date of this news release and include, without limitation, statements related to
management's expectations and intentions with respect to, among other things: the completion of the
Offering and the Debt Settlement, the anticipated proceeds to be raised under the Offering; the intended
use of proceeds raised under the Offering; Mr. Watson’s participation in the Offering and the Debt
Settlement; and the potential payment of finder’s fees in connection with the Offering. Accordingly, readers
should not place undue reliance on the forward-looking statements and information contained in this news
release. Readers are cautioned that the foregoing list of factors is not exhaustive.
In making the forward-looking statements in this news release, the Company has applied certain material
assumptions, including without limitation, the Company will obtain the required regulatory approvals for the
Offering and the Debt Settlement ; the Company will be able to complete the Offering and the Debt
Settlement on the terms disclosed; that Mr. Watson will participate in the Offering and the Debt Settlement
in the amount currently expected; the Company will be able to raise the anticipated proceeds u nder the
Offering; and the Company will use the proceeds of the Offering as currently anticipated.
These forward‐looking statements involve numerous risks and uncertainties and actual results might differ
materially from results suggested in any forward-looking statements. These risks and uncertainties include,
among other things, delays in obtaining or failure to obtain the required regulatory approvals for the Offering
and the Debt Settlement; market uncertainty; the inability of the Company to complete the Offering or the
Debt Settlement on the terms disclosed, or at all; the inability of the Company to raise the anticipated
proceeds under the Offering; that Mr. Watson’s intended participation in the Offering or the Debt Settlement
will change; and changes in the Company’s business plans impacting the intended use of proceeds raised
under the Offering.
Although management of the Company has attempted to identify important factors that could cause actual
results to differ materially from those contained in forward -looking statements or forward -looking
information, there may be other factors that cause results not to be as anticipated, estimated or intended.
There can be no assurance that such statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such statements. Accordingly, readers shou ld not
place undue reliance on forward -looking statements and forward -looking information. Readers are
cautioned that reliance on such information may not be appropriate for other purposes. The Company does
not undertake to update any forward -looking statement, forward-looking information or financial out -look
that are incorporated by reference herein, except in accordance with applicable securities laws. We seek
safe harbor.