Nevada King Gold Corp. (TSX-V: NKG) announces the closing of its previously announced non-brokered private placement financing with the issuance of an aggregate of 46,000,000 common shares of the Company at a price of $0.25 per Share, thereby raising proceeds of $11,500,000.

Highlights:

• The Non-Brokered Private Placement was fully allocated to insiders and existing shareholders of the Company.
  • Company Founder & Chief Executive Officer Collin Kettell participated for $5,500,000.
  • A significant shareholders of the Company subscribed for $5,525,891.
• Proceeds will be used to advance the Company’s Atlanta Gold Mine Project and for working capital purposes.

All securities issued pursuant to the Non-Brokered Private Placement are subject to a statutory hold period under applicable Canadian securities laws expiring August 23, 2025, being the date that is four months and one day from the date of closing of the Non-Brokered Private Placement. The Non-Brokered Private Placement remains subject to final acceptance by the TSX Venture Exchange.

No finder’s fees were applicable to the Non-Brokered Private Placement.

The securities described herein 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 except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to available exemptions therefrom. This release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States.

Related Party Participation in the Non-Brokered Private Placement

Certain insiders of the Company participated in the Non-Brokered Private Placement acquiring an aggregate of 44,103,564 Shares.  Collin Kettell, Chief Executive Officer and Director of the Company, acquired 22,000,000 Shares, and Michael Parker, a >10% shareholder, acquired 22,103,564 Shares. The participation by insiders in the Non-Brokered Private Placement constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The Company relied 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, exceeds 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 Non-Brokered Private Placement, which the Company deems reasonable in the circumstances in order to complete the Non-Brokered Private Placement in an expeditious manner. The Non-Brokered Private Placement was unanimously approved by the Company’s board of directors.

About Nevada King Gold Corp.

Nevada King is focused on advancing and growing its 100% owned, past producing, 120km² Atlanta Gold Mine project located along the Battle Mountain trend in southeast Nevada. The project hosts an National Instrument 43-101 compliant pit-constrained oxide 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) based on historical drilling, and does not include any of the 100,000m+ of drilling completed by Nevada King. 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.sedarplus.ca).

NI 43-101 Mineral Resources at the Atlanta Mine