Nexus GOLD to Consolidate Share Capital and Conduct Non- Brokered Private Placement
NEXUS GOLD CORP.
Suite 802, 750 West Pender Street
Vancouver, BC, V6C 2T8
604-558-1919
NEWS RELEASE
NEXUS GOLD TO CONSOLIDATE SHARE CAPITAL AND CONDUCT NON-
BROKERED PRIVATE PLACEMENT
Vancouver B.C., April 14, 2023 – NEXUS GOLD CORP. (“Nexus” or the “Company”) (TSX.V: NXS, OTCQB:
NXXGF, FSE: N6E) is pleased to announce that it plans to consolidate its common share capital on a ten-to-
one basis (the “Consolidation”). In connection with the Consolidation, the Company intends to undertake a
non-brokered private placement of post-Consolidation units (each, a “Unit”) of the Company (the “Offering”)
under the Listed Issuer Financing Exemption (as defined below).
Nexus intends to complete the Consolidation before closing of the Offering in order to better position the
Company for corporate development opportunities. The Company currently has 318,733,255 common shares
outstanding, and following completion of the Consolidation, it is expected that the Company will have
approximately 31,873,326 common shares outstanding. The Company will provide further details regarding
the Consolidation, along with the effective date, as soon as they become available.
In connection with the completion of the Consolidation, the Company intends to offer up to 20,000,000 Units
by way of non-brokered private placement. The Units will be offered at a post-Consolidation price of $0.05
per Unit. Each Unit will be comprised of one post-consolidation common share and one common share
purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder to purchase one additional post-
Consolidation common share (each, a “Warrant Share”) at a price of $0.12 per Warrant Share for a period of
eighteen (18) months from closing of the Offering, subject to adjustment in certain events. If, at any time
following the date that is four-months-and-one-day following the closing of the Offering, the Company’s
common shares have a closing price on the TSXV Venture Exchange (the “TSXV”) of $0.18 or greater per
common share for a period of ten (10) consecutive trading days, the Company shall have the right to accelerate
the expiry date of the Warrants that is at least 30 days following the date of such notice to holders of Warrants.
The Offering is scheduled to close on or about May 15, 2023, or such later date as the Company may
determine. In connection with completion of the Offering, the Company may pay finders’ fees or commissions
to eligible third-parties who have assisted in introducing subscribers to the Offering. Completion of the Offering
is subject to a number of conditions including, but not limited to, the receipt of the approval of the TSX Venture
Exchange, the Company having received commitments for no less than 10,000,000 Units, and the Company
having completed the Consolidation. Completion of the Consolidation remains subject to the approval of the
TSX Venture Exchange and the satisfaction of applicable public distribution requirements.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-
106 Prospectus Exemptions (“NI 45-106 ”), the Offering is being made to purchasers resident in Canada,
except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI- 45-106 (the “Listed
Issuer Financing Exemption ”). The securities offered under the Listed Issuer Financing Exemption will not
be subject to a hold period in accordance with applicable Canadian securities laws. There is an offering
document related to the Offering that can be accessed under the Company’s profile at www.sedar.com and
on the Company’s website at: www.nxs.gold. Prospective investors should read this offering document before
making an investment decision.
The Company intends to use the aggregate proceeds from the Offering to advance its primary business
objective of continuing exploration and development of its projects in West Africa and for general working
capital purposes.
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 560-sq kms (56,000+ 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
growing portfolio.
ON BEHALF OF THE BOARD OF NEXUS GOLD CORP.
“Milad Zareian”
Milad Zareian, Chief Executive Officer
For further information please contact:
Milad Zareian, Chief Executive Officer
Tel: 416-846-4599
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 historical fact, included herein, without limitation, statements relating to the future operating or financial performance of
the Company, 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. Forward-looking
statements in this press release relate to, among other things: statements relating to the successful closing of the Offering
and anticipated timing thereof and the intended use of proceeds. 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. Such factors include, without limitation: the timing, completion and delivery of the referenced
assessments and analysis. 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.