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Nevgold Corp. (" NevGold " or the " Company ") (TSXV:NAU) (OTCQX:NAUFF) (Frankfurt:5E50 ) is pleased to announce that it has closed its previously-announced brokered private placement financing and concurrent non-brokered financing of units (the " Units ") for gross proceeds of $6,000,000 (the " Offering "). Each Unit, priced at $0.30 per Unit (the " Issue Price "), consists of one common share in the capital of the Company (each, a " Common Share ") and one-half of one Common Share purchase warrant (each whole warrant, a " Warrant "). Each Warrant entitles the holder to purchase one Common Share at an exercise price of $0.45 until May 29, 2027. Clarus Securities Inc. (the " Lead Agent "), was Lead Agent and sole bookrunner, on behalf of Research Capital Corp. and Moneta Securities Corp. (the " Agents ").
NevGold CEO, Brandon Bonifacio, comments: "We are pleased to announce the closing of our upsized financing which sets the company up for a very active 2025 field season and many near-term value catalysts. We will focus on advancing our emerging gold-antimony Limousine Butte Project in Nevada, and the gold Nutmeg Mountain Project in Idaho. We will also systematically progress our prospective Zeus Copper Project in Idaho to identify drill targets in one of the most active districts in the United States for copper exploration. The successful financing is a testament to our supporters and the growing NevGold platform. We are thankful to our existing shareholders, and we have also added some significant new names to our shareholder registry through this financing."
The Company issued an aggregate of 20,000,000 Units at a price of $0.30 per Unit pursuant to the Offering. The Company intends to use the net proceeds of the Offering for advancing its Limousine Butte (Nevada), Nutmeg Mountain (Idaho) gold projects, Zeus copper project (Idaho), working capital and general corporate purposes, as further described in the Company's offering document under the listed issuer financing exemption dated May 27, 2025 filed on the Company's profile at www.sedarplus.ca and on the Company's website at www.nev-gold.com.
The Offering was conducted pursuant to the terms of an agency agreement between the Company and the Agents dated May 29, 2025. In connection with the Offering, the Agents received a cash commission of $339,669 and 1,132,229 non-transferable compensation options (each, a " Compensation Option ") on the gross proceeds of the Offering, other than with respect to purchasers on the Company's president's list. The Company also paid a cash finder's fee of $42,000 and issued 140,000 Compensation Options to an arm's length finder as consideration for locating certain purchasers on the Company's president's list. Each Compensation Option will entitle the holder thereof to acquire one Unit at the Issue Price until May 29, 2027.
The Offering was completed pursuant to the listed issuer financing exemption in accordance with National Instrument 45-106 – Prospectus Exemptions and the Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption , and the securities issued to purchasers in the Offering are not subject to a hold period pursuant to applicable Canadian securities laws. The Compensation Options and the securities issuable on exercise thereof are subject to a hold period expiring on September 30, 2025 in accordance with applicable Canadian securities laws. The Offering is subject to the final approval of the TSX Venture Exchange.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the " 1933 Act ") or any state securities laws, and accordingly, were not 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 anticipated use of proceeds and the final approval of the TSX Venture Exchange.
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, general economic, market and business 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.
