North Peak Resources Ltd. (TSX-V:NPR) (OTCQB: NPRLF) announces that it intends to complete a non-brokered private placement of a minimum of 3.0 million equity units of the Company (“Units”) at a price of C$1.00 per Unit for minimum gross proceeds of C$3.0 million and a maximum of 5.0 million Units at the Offering Price for maximum gross proceeds of up to C$5.0 million.

Each Unit will be comprised of one common share of the Company and onehalf of one Common Share purchase warrant of the Company. Each whole Warrant will entitle the holder to acquire one  Common Share for a period of 12 months from the date of issuance of the Warrant (subject to acceleration), at an exercise price of C$1.50 per share.

The Warrants will be subject to an acceleration provision whereby, if the Common Shares trade at or above a volume-weighted average price of C$2.00 for a period of 20 consecutive trading days, the Company will have the right to accelerate the Expiry Date of all or part of the outstanding Warrants issued pursuant to the Private Placement to a date that is 30 days from the notice of such acceleration that is provided by way of press release by the Company.

The Company intends to use the proceeds from the Private Placement to continue to progress drilling at its flagship property Prospect Mountain as it seeks to prove its potential, located in the heart of the historic gold and polymetallic mining camp of Eureka, Nevada, the continued development of its business and for general and administrative expenses.

The Private Placement is subject to the approval of the TSX Venture Exchange (the “Exchange”). The securities issued in connection with the Private Placement will be subject to a four-month hold period, in accordance with applicable securities laws.

The Company may pay a commission or finder’s fee to eligible parties in connection with the Private Placement, subject to the approval of the Exchange and compliance with applicable securities laws.

About North Peak Resources

The Company is a Canadian based gold exploration and development company listed on the TSX Venture Exchange under the symbol “NPR” and the OTCQB under the symbol “NPRLF”. Launched by the founding team behind both Kirkland Lake Gold and Rupert Resources, the team has a strong track record of acquiring mining assets, applying modern exploration techniques and taking them into operational mines.

North Peak’s flagship property is the Prospect Mountain Mine complex (the “Property”) which lies in the Battle Mountain Eureka trend, in an area known as the Southern Eureka Gold Belt, where three styles of mineralization have been identified, gold, silver Carlin style mineralization, Carbonate Replacement gold, silver, lead, zinc mineralization (CRD) and carbonate hosted Porphyry Related

Skarn lead, zinc and gold mineralization associated with cretaceous intrusions.  At the Property, the CRD mineralization is heavily oxidized to depths of at least 610m (2,000ft) below the top of the ridge line.

A Plan of Operations is in place which covers part of the Property and entitles an operator to pursue surface exploration (totaling 189 acres), underground mining of up to 365,000 tons per annum and certain infrastructural works. A more complete description of the Property’s geology and mineralization, including at the Wabash area, can be found in the NI 43-101 Technical Report on the Prospect Mountain Property, Eureka County, Nevada, USA dated and with an effective date April 10,

2023, prepared by David Pym (Msc), CGeol. of LTI Advisory Ltd. and Dr Toby Strauss, CGeol, EurGeol., of Merlyn Consulting Ltd., which has been filed on SEDAR+ at www.sedarplus.ca under the profile of the Company and on the Company’s website.

This press release is not an offer of the Company’s securities for sale in the United States. The Company’s securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable U.S. state securities laws. The Company will not make any public offering of its securities in the United States. The Company’s securities have not been and will not be registered under the U.S. Securities Act.  

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.