Nv GOLD Announces Closing of Non-Brokered Private Placement
113065468\1
NV GOLD ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT
Not for distribution to United States newswire services or for release publication,
distribution or dissemination directly, or indirectly, in whole or in part, in or into the
United States.
VANCOUVER, BC / ACCESSWIRE / February 9, 2026 / NV Gold Corporation (TSXV:NVX)
(OTCQB:NVGLF) (FSE:8NV) (“NV Gold” or the “Company”), announces that, further to its News
Release of January 27, 2026, it has completed its non-brokered private placement whereby it
issued 3,225,000 units (“ Units”) at a price of $0.20 per Unit for gross proceeds $ 645,000
(the “Offering”). Each Unit consists of one common share (each, a “Share”) and one transferable
common share purchase warrant (each, a “ Warrant”). Each Warrant is exercisable at a price of
$0.50 and expires 2 years from the date of issuance, subject to an acceleration right held by the
Company if the Shares have a closing price of over $0.50 per Share for a period of three (3)
consecutive trading days at any time from the date that is four months and one day after the
Closing on the TSX Ventur e Exchange (the “ Exchange”), in which case the Company may
accelerate the expiry of the Warrants by giving notice to the holders thereof (by disseminating a
news release advising of the acceleration of the expiry date of the Warrants) and, in such case,
the Warrants will expire on the thirtieth (30th) day after the date of such notice.
All securities issued in connection with the Offering are subject to a statutory hold period expiring
four months and one day after closing of the Offering.
In connection with the closing of the Offering, the Company paid cash finder’s fees of $2,400 to
one eligible finder.
The aggregate gross proceeds from the Offering are expected to be used for general working
capital.
An insider participated in the Offering and is considered to be a “related party” within the meaning
of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions
(“MI 61-101”). Accordingly, the issuance is considered to be a “related party transaction” within
the meaning of MI 61-101 but is exempt from the valuation requirement of MI 61-101 by virtue of
the exemption contained in section 5.5(b) as the Company’s common shares are not listed on a
specified market and from the minority shareholder approval requirements of MI 61-101 by virtue
of the exemption contained in section 5.7(a) of MI 61 -101 in that the fair market value of the
consideration of the shares to be issued to the related party does not exceed 25% of the
Company’s market capitalization.
None of the securities sold in connection with the Offering will be registered under the
United States Securities Act of 1933, as amended, and no such securities may be offered
or sold in the United States absent registration or an applicable exemption fro m the
registration requirements. This news release shall not constitute an offer to sell or the
750 West Pender Street, Suite 250
Vancouver, British Columbia, V6C 2T7
Tel: +1 604.245.0054
www.nvx.gold
113065468\1
solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
About NV Gold Corporation
NV Gold Corporation is a well -organized exploration company with ~26.2 million shares issued
and no debt. NV Gold has 12 exploration projects in Nevada, and one in Switzerland. The
Company has three priority projects including Slumber, Triple T and SW Pipe . The Company is
based in Vancouver, British Columbia, and Reno, Nevada 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 exte nsive geological data library, 2026
promises to be highly productive for NV Gold.
On behalf of the Board of Directors,
John Watson, Chairman and CEO
For further information, visit the Company’s website at www.nvx.gold 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.