NV Gold Announces $500,000 Financing and Debt Settlement
NV Gold Announces $500,000 Financing and
Debt Settlement
Not for distribution to United States newswire services or for dissemination in the United States .
VANCOUVER, BC / ACCESSWIRE / May 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$500,000 and the deleveraging of
its balance sheet with the conversion of loans in the aggregate amount of US$400,000 into
equity.
Private Placement
The Company announces a non-brokered private placement offering of up to 5,000,000 units
(each, a " Unit") at a price of C$0. 10 per Unit for gross proceeds of up to C$500,000 (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$0.20 for a period of 24 months from
the date of issuance , provided that if the closing price of the Common Shares on any
Canadian stock exchange on which the Common Shares are then listed is at a price equal to
or greater than C$0.40 for a period of five consecutive trading days, the Company will have
the right to accelerate the expiry date of the Warrants by issuing a press release or other form
of notice permitted by the certificate representing the Warrants, announcing that the Warrants
will expire at 4:30 p.m. (Vancouver time) on a date that is not less than 30 days from the date
notice is given.
The Company will use the proceeds of the Offering for exploration activities at the Company’s
Slumber Gold Project and for general working capital purposes.
The securities issued in the Offering will be subject to applicable hold periods imposed under
applicable securities legislation, including a hold period of 4 months and one day from the
date of issuance. The Company may pay a finder’s fee on a portion of the gross proceeds of
the Offering. The Offering remains subject to regulatory approval and the approval of the TSX
Venture Exchange.
Debt Settlement
The Company also announces that further to the Company’s press release on April 21, 2025,
it has completed its previously announced shares for debt transaction (the “ Debt
Settlement”) and issued an aggregate of 5,161,578 common shares of the Company (the
“Settlement Shares” ) at a price of C$ 0.1125 per share in settlem ent of payment owed
pursuant to loan agreements dated June 26, 2023, July 10, 2023, September 18, 2023,
January 22, 2024 , March 14, 2024 and January 27, 2025 with John Watson , President,
Chairman, CEO and a director of the Company, totaling US$ 419,050 (C$580,677.58).
Payment of the interest accrued on the total amount of the debt remains outstanding. In
connection with the Debt Settlement, the share pledge agreement dated April 19, 2024
between the Company and Mr. Watson has been terminated (see news release dated April
19, 2024).
The Settlement Shares are subject to a statutory hold period of four months from the date of
issuance, in accordance with applicable securities legislation.
Early Warning Disclosure
In connection with the Debt Settlement, Mr. Watson has been issued 5,161,578 common
shares. Prior to the issuance, Mr. Watson held 2,040,543 common shares, 97,500 stock
options and 1,025,000 common share purchase warrants, each warrant entitling Mr. Watson
to purchase one additional common share upon payment of additional consideration to the
Company. These common shares, stock options and warrants represented approximately
20.25% of the Company’s then-issued and outstanding common shares on an undiluted basis
and approximately 28.25% of the Company’s then -issued and outstanding common shares
on a partially diluted basis, assuming conversion of Mr. Watson’s stock options and warrants
into common shares. Following the completion of the Debt Settlement, Mr. Watson
beneficially owns and controls an aggregate of 7,202,121 common shares, 97,500 stock
options and 1, 025,000 common share purchase warrants, representing approximately
47.0%% of the Company’s issued and outstanding Common Shares on an undiluted basis
and approximately 50.89% of the Company’s issued and outstanding common shares on a
partially diluted basis, assuming conversion of Mr. Watson’s stock options and warrants into
common shares.
The Settlement Shares were acquired by Mr. Watson for investment purposes. Mr. Watson
may acquire additional securities of the Company, including on the open market or through
private acquisitions, or sell securities of the Company, including on the open market or
through private dispositions, in the future depending on market conditions, reformulation of
plans and/or other relevant factors.
Both the Company and Mr. Watson can be contacted at the Company’s head office at #250 - 750
West Pender Street, Vancouver, BC, V6C 2T7.
A copy of Mr. Watson’s early warning report will appear on the Company’s issuer profile on
SEDAR+ at www.sedarplus.ca.
MI 61-101
The Debt Settlement is considered to be a “related party transaction” as defined under
Multilateral Instrument 6 1-101 – Protection of Minority Securityholders in Special
Transactions (“MI 61-101”). The Company is exempt from the formal valuation requirement
in Section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101 as the Company is not
listed on a specified market within the meaning of MI 61 -101. Additionally, the Debt
Settlement is exempt from the minority approval requirement in Section 5.6 of MI 61 -101 in
reliance on Section 5.7(1)(e) of MI 61 -101 as (i) the Company is in a situation of serious
financial difficulty, (ii) the Debt Settlement is designed to improve the financial position of the
Company, (iii) the circumstances described in Section 5.5(f) of MI 61-101 are not applicable,
(iv) the Company's board of directors and independent directors (as such term is defined in
MI 61-101) had, acting in good faith, determined that the Company is in serious financial
difficulty and the Debt Settlement would improve its financial position, and the terms of the
Debt Settlement are reasonable in the circumstances of the Company, and (v) there was no
other requirement, corporate or otherwise, to hold a meeting to obtain any approval of the
Company's shareholders.
Mr. Watson has committed to subscribe for 1,500,000 Units in the Offering for an aggregate
purchase price of $150,000. The participation by Mr. Watson will be considered a related
party transaction within the meaning of MI 61-101. Mr. Watson’s participation in the Offering
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.
September 2024 Private Placement
Further to the press releases dated September 4, 2024 and September 18, 2024, no further
tranches were closed in the Company’s prior private placement financing.
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 15.2 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, Ne vada 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 exp ectations 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, 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 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; the Company will be able to complete the Offering on the terms disclosed; that Mr. Watson will
participate in the Offering in the amount currently expected; the Company will be ab le to raise the
anticipated proceeds under 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; market uncertainty; the inability of the Company to complete the Offering 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 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 should 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 accor dance with applicable securities laws. We seek
safe harbor.