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TORONTO, May 15, 2019 /CNW/ - Nighthawk Gold Corp.
("Nighthawk" or the "Company") (TSX: NHK; OTCQX:
MIMZF) is pleased to announce that it has entered into an
agreement with a syndicate of underwriters co-led by PI Financial
Corp and BMO Capital Markets Canada Ltd., including Haywood
Securities Inc., pursuant to which the underwriters have agreed to
purchase 8,054,000 flow-through common shares (the "FT
Shares") and 11,674,000 charity flow-through common shares
(the "Charity FT Shares"), which the FT Shares and
Charity FT Shares will qualify as "flow-through shares" within the
meaning of the Income Tax Act (Canada), on a bought deal private placement
basis (the "Offering").
The FT Shares will be sold at a price of $0.40 per Share and the Charity FT Shares will be
sold at a price of $0.495 per Charity
FT Share, for aggregate gross proceeds of $9.0 million. The Company has also granted the
underwriters an option to purchase up to an additional 1,208,100 FT
Shares and 1,751,100 Charity FT Shares to cover over-allotments,
exercisable in whole or in part at any time prior to the closing
date of the Offering.
The gross proceeds from the sale of the FT Shares and Charity FT
Shares will be used for exploration expenditures on Nighthawk's
Indin Lake Gold Property located in Canada's Northwest
Territories, where the Company intends to increase its 2019
exploration budget from the initial $10
million to $15 million, and
expects to complete a minimum of 35,000 metres of drilling on its
Colomac Gold Project and several of its high-priority regional
targets.
Dr. Michael Byron, President
and CEO commented, "We are very pleased to be able to raise
additional capital which will allow us to expand our ongoing
exploration activities on our Indin Lake Gold Property. We are
extremely appreciative of the support we continue to receive from
our shareholders and strategic partners who are aligned with our
vision and believe in the gold camp potential of our extensive land
package.
"Drilling at Colomac commenced in early March and the first set
of results are expected within the coming weeks. This year we will
continue with a relatively even split of drilling between Colomac
and our higher-priority regional targets that continue to
illustrate the robust nature of the Indin Lake greenstone
belt."
The Offering is expected to close on or about June 6, 2019, or such other date as agreed
between the Company and the underwriters, and is subject to certain
conditions including, but not limited to, the receipt of all
necessary regulatory and other approvals including the approval of
the Toronto Stock Exchange.
In connection with the Offering, the underwriters will receive
on closing of the Offering a cash fee of 6.0% of the gross proceeds
of the Offering, excluding gross proceeds from the issuance of FT
Shares and Charity FT Shares to participants on a president's list
to be agreed upon by the Company and the underwriters for which a
commission of 3.0% of such gross proceeds will be paid by the
Company to the underwriters.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any of the securities in
the United States. The securities
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 or
to U.S. Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
About Nighthawk
Nighthawk is a Canadian-based gold
exploration company with 100% ownership of a district-scale land
position within the Indin Lake Greenstone Belt, located
approximately 200 km north of Yellowknife, Northwest Territories, Canada.
Nighthawk is focused on advancing the Colomac Gold Project with a
current inferred resource of 2.6 million ounces of gold (50.3
million tonnes at an average grade of 1.62 grams per tonne gold),
as well as advancing its other regional gold deposits and showings
within this largely underexplored Archean gold camp.
The Company has an experienced and dedicated team and is well
funded to complete its goals and objectives over the next 12
months.
Qualified Person
Dr. Michael
J. Byron, Ph.D., P.Geo., President & Chief Executive
Officer of Nighthawk, who is the "Qualified Person" as defined by
NI 43-101 for this project, has reviewed and approved of the
technical disclosure contained in this news release. Please refer
to NI 43-101 technical report "Technical Report and mineral
resource estimate update on the Colomac Property of the Indin Lake
Project", dated June 13, 2018, as
filed under the company's profile on www.sedar.com.
Forward-Looking Information
This news release contains
"forward-looking information" within the meaning of applicable
Canadian securities legislation. Forward-looking information
includes, but is not limited to, information with respect to the
closing of the Offering, the use of proceeds and the Toronto Stock
Exchange acceptance. Generally, forward-looking information can be
identified by the use of forward-looking terminology such as
"plans", "expects", or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates", or
"does not anticipate", or "believes" or variations of such words
and phrases or state that certain actions, events or results "may",
"could", "would", "might", or "will be taken", "occur", or "be
achieved".
Forward-looking information is based on the opinions and
estimates of management at the date the information is made, and is
based on a number of assumptions and is subject to known and
unknown risks, uncertainties and other factors that may cause the
actual results, level of activity, performance or achievements of
Nighthawk to be materially different from those expressed or
implied by such forward-looking information, including risks
associated with the exploration, development and mining such as
economic factors as they effect exploration, future commodity
prices, changes in foreign exchange and interest rates, actual
results of current exploration activities, government regulation,
political or economic developments, environmental risks, permitting
timelines, capital expenditures, operating or technical
difficulties in connection with development activities, employee
relations, the speculative nature of gold exploration and
development, including the risks of diminishing quantities of
grades of reserves, contests over title to properties, and changes
in project parameters as plans continue to be refined as well as
those risk factors discussed in Nighthawk's annual information form
for the year ended December 31, 2018,
available on www.sedar.com. Although Nighthawk has attempted
to identify important factors that could cause actual results to
differ materially from those contained in forward-looking
information, there may be other factors that cause results not to
be as anticipated, estimated or intended. There can be no assurance
that such information will prove to be accurate, as actual results
and future events could differ materially from those anticipated in
such information. Accordingly, readers should not place undue
reliance on forward-looking information. Nighthawk does not
undertake to update any forward-looking information, except in
accordance with applicable securities laws.
SOURCE Nighthawk Gold Corp.