Nevada King Gold Corp. (TSX-V: NKG) (OTCQX: NKGFF) 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 in the capital of the Company at a price of $0.45 per Share for gross proceeds of $4,500,000.
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. 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 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
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We acknowledge the [financial] support of the Government of Canada.