/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
VANCOUVER, BC, Nov. 22,
2022 /CNW/ - NevGold Corp. ("NevGold" or the
"Company") (TSXV: NAU) (OTCQX: NAUFF) (Frankfurt: 5E50) is pleased to announce that
it has entered into an agreement with Beacon Securities Limited
(the "Agent"), as sole agent and bookrunner, in connection
with a best efforts private placement of units of the Company (the
"Units") at a price of $0.42
per Unit (the "Issue Price") for minimum gross proceeds to
the Company of $3,003,000, and
maximum gross proceeds equal to the maximum amount that may be
issued pursuant to the Listed Issuer Financing Exemption, as
defined below (the "Offering").
Each Unit will consist 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 will entitle the holder to purchase one Common Share
at an exercise price of $0.60 for
24 months following the completion of the Offering.
The Offering will be conducted pursuant to the terms of an
agency agreement to be entered into between the Company and the
Agent on or prior to the closing date of the Offering. In
connection with the Offering, the Agent will receive 7% cash
commission and 7% non-transferable broker warrants (each, a
"Broker Warrant") on the gross proceeds of the Offering,
other than proceeds from the Company's president's list in which
the cash commission and Broker Warrants will be reduced to 3%. Each
Broker Warrant will entitle the holder thereof to acquire one
Common Share at the Issue Price for a period of 24 months from the
closing of the Offering.
The Company intends to use the net proceeds of the Offering for
advancing its Limousine Butte (Nevada) and Nutmeg Mountain (Idaho) gold projects, working capital and
general corporate purposes.
The closing of the Offering is anticipated to occur on or about
December 1, 2022 and is subject to
certain conditions including, but not limited to, the receipt of
all necessary approvals, including the approval of the TSX Venture
Exchange.
Subject to compliance with applicable regulatory requirements
and in accordance with National Instrument 45-106 – Prospectus
Exemptions ("NI 45-106"), the Units will be offered for
sale to purchasers resident in Canada and/or other qualifying jurisdictions
pursuant to the listed issuer financing exemption under Part 5A of
NI 45-106 (the "Listed Issuer Financing Exemption"). Because
the Offering is being completed pursuant to the Listed Issuer
Financing Exemption, the securities issued in the Offering will not
be subject to a hold period pursuant to applicable Canadian
securities laws.
There is an offering document related to the Offering that can
be accessed under the Company's profile at www.sedar.com and on the
Company's website at www.nev-gold.com. Prospective investors should
read this offering document before making an investment
decision.
The Units will be eligible for sale in the United States to Qualified Institutional
Buyers (as defined in Rule 144A ("Rule 144A"), under
the United States Securities
Act of 1933, as amended (the "1933 Act")) by way of
private placement pursuant to available exemptions from the
registration requirements of the 1933 Act, and resales of the Units
will be permitted in the United
States under Rule 144A or outside the United States pursuant to Regulation S
under the 1933 Act.
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
About the Company
NevGold is an exploration and
development company targeting large-scale mineral systems in the
proven districts of Nevada,
Idaho, and British Columbia. NevGold owns a 100% interest
in the Limousine Butte and Cedar Wash gold projects in Nevada, and the Ptarmigan silver-polymetallic
project in Southeast BC, and has an option to acquire 100% of the
Nutmeg Mountain gold project 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 and the estimated closing
date.
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.
SOURCE NevGold Corp.