Nv GOLD Corporation Announces Non-Brokered Private Placement
Not for dissemination in the United States or through U.S. newswires
NV GOLD CORPORATION ANNOUNCES NON-BROKERED PRIVATE PLACEMENT
Vancouver, British Columbia – February 23, 2023 NV Gold Corporation (TSXV:NVX)
(OTCQB:NVGLF) (FSE:8NV) (“NV Gold” or the “Company”) is pleased to announce that it intends to
undertake a non -brokered private placement (the “Private Placement”) for gross proceeds of up to
$500,000 comprising of 8,333,333 units (each, a “Unit”) at a price of $0.0 6 per Unit. Each Unit will
consist of one common share in the capital of the Company (a “Common Share”) and one-half of one
common share purchase warrant (a “ Warrant”). Each whole Warrant will be exercisable into one
Common Share at a price of $0.12 per Warrant for a period of two years from the date of issuance,
subject to an acceleration provisio n should the Company’s Common Shares have a closing price of
$0.30 per Common Share for a period of 10 consecutive trading days.
In connection with the Private Placement, t he Company may pay a finder’s fee within the maximum
amount permitted by the policies of the TSX Venture Exchange. The Private Placement may close in
multiple tranches as subscriptions are received. Each closing is subject to a number of conditions,
including receipt of all necessary corporate and regulatory approvals.
Closing of the Private Placement is subject to certain customary conditions, including, without limitation,
approval of the TSX Venture Exchange. The securities to be issued under the Private Placement will
be offered pursuant to applicable exemptions from the prospectus requirements under applicable
securities laws. Securities issued under the Private Placement will be subject to a hold period which will
expire four months and one day from the date of closing of the Private Placement. The Private
Placement will be available under the accredited investor exemption as well as the existing shareholder
exemption.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The securities 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 or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption from such registration is available.
The Company intends to use the proceeds to advance the exploration of its wholly owned exploration
properties in Nevada and for general and administration expenses.
About NV Gold Corporation
NV Gold Corporation is a well-organized exploration company with ~80 million shares issued and no
debt. 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, 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 extensive geological data library, 2023 promises to be highly productive for NV Gold.
750 West Pender Street, Suite 250
Vancouver, British Columbia, V6C 2T7
Tel: +1 303.668.7991
www.nvgoldcorp.com
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On behalf of the Board of Directors,
John Seaberg, Director, and CEO
For further information, visit the Company’s website at www.nvgoldcorp.com or contact
Freeform Communications at 604.245.0054
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 news release.
This press release contains “forward-looking information ” within the meaning of applicable
Canadian securities legislation and statements that are based on the beliefs of management
and reflect the Company’s current expectations. When used in this press release, the words
"estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should"
and the negative of these words or such variations thereon or comparable terminology are
intended to identify forward -looking statements and information. Such statements and
information reflect the current view of the Company and include, without limitation, statements
regarding discussions of future plans, estimates and forecasts and statements as to
management's expectations and intentions with respect to, among other things: the anticipated
proceeds to be raised under the Private Placement; the use of any proceeds raised under the
Private Placement; the finder’s fees to be paid in connection with the Private Placement ; the
closing of the Private Placement; and the Company receiving the approval of the TSX Venture
Exchange in connection with the Private Placement. Risks and uncertainties may cause actual
results to differ materially from those contemplated in those forward -looking statements and
information. By their nature, forward -looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance or
achievements, or other future events, to be materially different from any future results,
performance or achievements expressed or implied by such forward -looking statements. The
forward-looking information and forward-looking statements contained in this press release are
made as of the date of this press release, and the Company does not undertake to update any
forward-looking information or forward -looking statements that are c ontained or referenced
herein, except as may be required in accordance with applicable securities laws. All
subsequent written and oral forward -looking information and statements attributable to the
Company or persons acting on its behalf is expressly qual ified in its entirety by this notice
regarding forward-looking information and statements.