Nighthawk Gold Corp. (TSX: NHK) is pleased to announce that it has closed the previously announced “bought deal” subscription receipt concurrent private placement that was being conducted in connection with the arrangement between Nighthawk and Moneta Gold Inc. announced on November 28, 2023. Pursuant to the Concurrent Financing, Nighthawk issued 38,235,294 subscription receipts of Nighthawk at a price of C$0.34 per Subscription Receipt for aggregate gross proceeds of C$13.0 million, which reflects a partial exercise of the Underwriters’ Option. Upon completion of the Transaction, the net proceeds of the Concurrent Financing are expected to be used by MergeCo to fund the exploration and advancement of the Tower Gold Project and Colomac Gold Project and for working capital and general corporate purposes. The Concurrent Financing was led by SCP Resource Finance LP and included BMO Capital Markets, Haywood Securities Inc., Laurentian Bank Securities Inc., National Bank Financial Inc., Paradigm Capital Inc., PI Financial Corp., and Stifel Nicolaus Canada Inc.

The Concurrent Financing is subject to final acceptance of the Toronto Stock Exchange. The securities issued pursuant to the Concurrent Financing shall be subject to a four-month plus one day hold period in Canada commencing on the date hereof under applicable Canadian securities laws.

Certain insiders of the Company participated in the Concurrent Financing. By virtue of their participation, the Concurrent Financing constitutes a “related party transaction” under applicable securities laws. The Company will release a material change report including details with respect to the related party transaction following the closing of the Concurrent Financing. As the related party transaction does not exceed specified limits and will constitute a distribution of securities for cash, neither a formal valuation nor minority shareholder approval will be required in connection with the Concurrent Financing.

The securities being offered pursuant to the Concurrent Financing have not been, nor will they be, registered under the U.S. Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons 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. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

About Nighthawk Gold Corp.

Nighthawk is a Canadian-based gold exploration and development company with control of 947 km² of District Scale Property located north of Yellowknife, Northwest Territories, Canada. The Company’s flagship asset is the large-scale, Colomac Gold Project.