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Nevgold Corp. ("NevGold" or the "Company") (TSXV:NAU,OTC:NAUFF) (OTCQX:NAUFF) (Frankfurt:5E50) is pleased to announce that it has entered into an agreement with Clarus Securities Inc. (the "Agent"), as sole Agent and bookrunner, in connection with a best efforts private placement of up to 13,157,900 common shares of the Company (the "Shares") at a price of $1.90 per Share (the "Issue Price") for gross proceeds to the Company of up to $25,000,010, as defined below (the "Offering"). The Company has granted the Agent an over-allotment option, exercisable at the Issue Price up to 24 hours prior to the closing of the Offering, to purchase up to an additional 15% of the Common Shares issued in connection with the Offering, to cover over-allotments, if any.
NevGold CEO, Brandon Bonifacio, comments: "The no warrant, C$25M financing has strong institutional support and provides us with the development capital to expedite the advancement of the near-term antimony production opportunity from the Limo Butte Project in Nevada. We have seen positive continued success at Limo Butte and it is clear that we have one of the nearest-term antimony production scenarios being advanced in North America, that also happens to be at-surface and oxide. After completion of the financing, we will be in a strong position to continue to execute over the next 12 months. Our clearly stated objective from the beginning remains: play a key part in supporting the United States mandate to create a vertically integrated, domestic antimony supply chain."
The Offering will be conducted pursuant to the terms of an agency agreement to be entered into between the Company and the Agents on or prior to the closing date of the Offering. In connection with the Offering, the Agents will receive a 6.0% cash commission on the gross proceeds of the Offering and 6.0% non-transferable compensation options (each, a "Compensation Option") on the number of Shares sold under the Offering. Each Compensation Option will entitle the holder thereof to acquire one Share at the Issue Price for a period of 24 months from the closing of the Offering.
The Common Shares will be offered pursuant to exemptions from the prospectus requirements to residents of Canada, and such other jurisdictions as may be determined by the Company.
The Company intends to use the net proceeds of the Offering for advancing its Limousine Butte antimony-gold project (Nevada), Nutmeg Mountain gold project (Idaho), working capital and general corporate purposes.
The Offering is expected to close on or about May 12, 2026 and is subject to the receipt of all necessary regulatory and other approvals, including, but not limited to, the approval of the TSX Venture Exchange. The Common Shares will be subject to a hold period of four months and one day from the closing date in accordance with applicable securities laws.
The securities described herein have not been, and will not be, registered under the 1933 Act or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the 1933 Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
ON BEHALF OF THE BOARD
"Signed"
Brandon Bonifacio, President & CEO
For further information, please contact Brandon Bonifacio at bbonifacio@nev-gold.com, call 604-337-4997, or visit our website at www.nev-gold.com.
About the Company
NevGold is an exploration and development company targeting large-scale mineral systems in the proven districts of Nevada and Idaho. NevGold owns a 100% interest in the Limousine Butte (gold-antimony) and Cedar Wash (gold) projects in Nevada, and the Nutmeg Mountain (gold) and Zeus (copper) projects in Idaho.
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 Note Regarding Forward Looking Statements
This news release contains forward-looking statements that are based on the Company's current expectations and estimates. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur. Forward-looking statements include, but are not limited to, the terms of the Offering, the anticipated use of proceeds, the completion of the Offering, the estimated closing date, and the potential near-term antimony production at the Project.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such risks include, but are not limited to, the failure to complete the Offering in the timeframe and on the terms as anticipated by management, market conditions, and the ability to obtain all necessary regulatory approvals. There is some risk that the forward-looking statements will not prove to be accurate, that the management's assumptions may not be correct or that actual results may differ materially from such forward-looking statements. Accordingly, readers should not place undue reliance on the forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
