THIS PRESS RELEASE IS NOT INTENDED FOR RELEASE OR DISSEMINATION IN THE UNITED STATES
VANCOUVER, BC, June 10, 2022 – Nevada King Gold Corp. (TSX-V: NKG; OTCQX: NKGFF) (“Nevada King” or the “Company”) is pleased to announce that further to its news release dated May 18, 2022, it is closing its previously announced non-brokered private placement financing with the issuance of a total of 10,000,000 common shares (the “Shares”) in the capital of the Company at a price of $0.45 per Share for gross proceeds of $4,500,000 (the “Private Placement”).
The Shares issued pursuant to the Private Placement are subject to a statutory hold period of four months and one day that expires on October 11, 2022. Completion of the Private Placement is subject to receipt of applicable regulatory approvals, including final approval of the TSX Venture Exchange.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news 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.
Related Party Participation in the Private Placement
Certain insiders of the Company, namely Collin Kettell (CEO and Director) and Craig Roberts (Director) participated in the Private Placement acquiring an aggregate of 5,111,200 Shares. The participation by insiders in the Private Placement constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the Shares purchased by insiders, nor the consideration for the Shares paid by such insiders, will exceed 25% of the Company’s market capitalization. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Private Placement, which the Company deems reasonable in the circumstances in order to complete the Private Placement in an expeditious manner.
Early Warning Report
In connection with the closing of the Private Placement, the Company issued 5,000,000 Shares to Collin Kettell, CEO and Director of the Company, directly, for total consideration of $2,250,000.
Immediately prior to closing of the Private Placment, Mr. Kettell held an aggregate of 38,249,318 common shares of Nevada King representing approximately 14.24% of the then issued and outstanding common shares of the Company on an undiluted basis or approximately 16.38% on a then fully diluted basis. Immediately after closing of the Private Placement, Mr. Kettell holds control of 43,249,318 common shares representing approximately 15.53% of the current issued and outstanding common shares on an undiluted basis or approximately 17.49% on a current fully diluted basis.
Mr. Kettell’s acquisition of the common shares was made for investment purposes and he may increase or decrease his shareholdings in the Company depending on market conditions and as circumstances warrant. An early warning report respecting this acquisition will be filed on the System for Electronic Document Analysis and Retrieval (SEDAR) under the Company’s profile at www.sedar.com. To obtain a copy of the early warning report, please contact Collin Kettell at 301-744-8744 or via email to email@example.com or refer to SEDAR.
About Nevada King Gold Corp.
Nevada King is the third largest mineral claim holder in the State of Nevada, behind Nevada Gold Mines (Barrick/Newmont) and Kinross Gold. Starting in 2016 through to the present day the Company has staked large project areas hosting significant historical exploration work along the Battle Mountain trend located close to current or former producing gold mines. These project areas were initially targeted based on their potential for hosting multi-million ounce gold deposits and were subsequently staked following a detailed geological evaluation. District-scale projects in Nevada King’s portfolio include (1) the 100% owned Atlanta Mine, located 100km southeast of Ely, (2) the Lewis and Horse Mountain-Mill Creek projects, both located between Nevada Gold Mines’ large Phoenix and Pipeline mines, and (3) the Iron Point project, located 35km east of Winnemucca, Nevada.
The Atlanta Mine is a historical gold-silver producer with a National Instrument 43-101 (“NI 43-101”) compliant pit-constrained resource of 460,000 oz Au in the measured and indicated category (11.0M tonnes at 1.3 g/t) plus an inferred resource of 142,000 oz Au (5.3M tonnes at 0.83 g/t). See the NI 43-101 Technical Report on Resources titled “Atlanta Property, Lincoln County, NV” with an effective date of October 6, 2020, and a report date of December 22, 2020, as prepared by Gustavson Associates and filed under the Company’s profile on SEDAR (www.sedar.com). The scientific and technical information in this news release has been reviewed and approved by Calvin R. Herron, P.Geo., who is a Qualified Person as defined by NI 43-101.
Tabulation of NI 43-101 Mineral Resources at the Atlanta Mine
Please see the Company’s website at www.nevadaking.ca.
For more information, contact Collin Kettell at firstname.lastname@example.org or (301) 744-8744.
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.
Cautionary Statements Regarding Forward Looking Information
This news release contains certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable securities legislation. All statements, other than statements of historical fact, included herein, without limitation, statements relating to the future operations and activities of Nevada King 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 news release relate to, among other things, closing of the Private Placement and the receipt of all necessary regulatory approvals in connection therewith, use of proceeds from the Private Placement, acquisition of additional mineral claims, exploration plans, and the Company’s ability to potentially expand mineral resources and the impact thereon. 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 Nevada King, are inherently subject to significant business, economic, competitive, political and social 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 ability to complete proposed exploration work given the global COVID-19 pandemic, the results of exploration, continued availability of capital, and changes in general economic, market and business conditions. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these items. Nevada King 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 applicable securities laws.