Nexus GOLD Announces Closing of Private Placement
NEXUS GOLD CORP.
NEWS RELEASE
NEXUS GOLD ANNOUNCES CLOSING OF PRIVATE PLACEMENT
Vancouver, British Columbia – December 24, 2025 – NEXUS GOLD CORP. (the
“Company”) (TSX.V: NXS) has closed its previously announced non- brokered private
placement (the “ Offering”) and has issued 10,500,452 units (each, a “ Unit”) at a price of
$0.105 per Unit for gross proceeds of $1,102,547.46. Each “Unit” consists of one common
share of the Company, and one-half of one share purchase warrant (each whole warrant, a
“Warrant”). Each Warrant is exercisable to acquire an additional common share at a price
of $0.20 until December 24, 2027.
The Company intends to use the net proceeds of the Offering for the identification and
evaluation of potential new gold assets, including due diligence and closing costs, to retire
certain past payables, and for general working capital purposes.
In connection with the completion of the Offering, the Company paid finders’ fees of
$4,883.55 and issued 3,000 non- transferable share purchase warrants (each, a “ Finders
Warrant”) to certain arms-length brokerage firms who introduced subscribers to the Offering.
Each Finders’ Warrant entitles the holder to acquire an additional common share of the
Company at a price of $0.105 until December 24, 2027. All securities issued in connection
with the Offering are subject to restrictions on resale until April 25, 2026 in accordance with
applicable securities laws.
Insider Participation
Edward Kelly and Kevin Hart, both directors of the Company, participated in the Offering in
the amount of 2,285,000 Units and 300,000 Units, respectively. Participation in the Offering
by an insider of the Company constitutes a “related party transaction” within the meaning of
Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special
Transactions (“MI 61-101”). The issuance of securities to insiders of the Company is exempt
from the valuation requirement and the minority shareholder approval requirements of MI
61-101 by virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101,
in that the fair market value of the consideration of the securities issued to the insiders of
the Company does not exceed twenty-five percent of the Company’s market capitalization.
Early Warning Report
Edward Kelly subscribed for and acquired 2,285,000 Units in the Offering. Prior to
completion of the Offering, Mr. Kelly did not hold any securities of the Company. Following
completion of the Offering, Mr. Kelly now directly owns 2,285,000 common shares of the
Company, representing approximately 15.7% of the outstanding shares and 1,142,500
Warrants. Assuming exercise of just the Warrants held by Mr. Kelly, he would have
ownership, control and direction over 3,427,500 common shares of the Company,
representing approximately 21.9% of the then outstanding shares. Mr. Kelly has agreed not
to exercise Warrants to the extent it would result in him having control and direction over
more than 19.9% of the outstanding common shares of the Company.
The Company is advised that Mr. Kelly has acquired these securities for investment
purposes and has no present intention to acquire further securities of the Company, although
they may in the future acquire or dispose of securities of the Company, through the market,
privately or otherwise, as circumstances or market conditions warrant.
Mr. Kelly has filed an early warning report on SEDAR+ pursuant to National Instrument 62-
103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues,
a copy of which can be obtained from the Company’s profile on SEDAR+ at
www.sedarplus.ca.
About Nexus Gold Corp.
Nexus Gold is a Canadian-based gold development company with an extensive portfolio of
exploration projects in West Africa. The Company’s West African-based portfolio totals over
9,000 hectares of land located on active gold belts and proven mineralized trends. The
Company is focusing on the development of several core assets while seeking joint-venture,
earn-in, and strategic partnerships for other projects in its portfolio.
ON BEHALF OF THE BOARD OF NEXUS GOLD CORP.
“Edward Kelly”
Edward Kelly, Chief Executive Officer
For further information please contact:
Edward Kelly, Chief Executive Officer
Forward-Looking Statements
This press release includes certain "forward- looking information" and "forward- looking
statements" (collectively "forward- looking statements") within the meaning of applicable
Canadian securities legislation. All statements, other than statements of histor ical fact,
included herein, without limitation, statements relating to the future operating or financial
performance of the Company and the intended use of proceeds from the Offering, 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. 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 respective parties, are inherently subject to
significant business, technical, economic, and competitive 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. Readers
should not place undue reliance on the forward- looking statements and information
contained in this news release concerning these times. Except as required by law, the
Company 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
law.
TSX Venture Exchange Disclaimer
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.