VANCOUVER, BC, Aug. 1, 2024
/CNW/ - Nevada King Gold Corp. (TSXV: NKG)
(OTCQX: NKGFF) ("Nevada
King") and NV King Goldlands Inc. ("NV
Goldlands") are pleased to announce that they have completed
the previously announced strategic reorganization of their business
pursuant to which all of Nevada
King's concessions and properties with the exception of the
Atlanta Gold Mine Project ("Atlanta") have been spun out to
Nevada King shareholders (the
"Spin-Out") through NV Goldlands.
The Spin-Out was completed by way of a statutory plan of
arrangement (the "Arrangement") pursuant to the Business
Corporations Act (British
Columbia). Pursuant to the Arrangement, the holders of
Nevada King common shares will
receive: (i) one new Nevada King
common share for each Nevada King
common share they held immediately prior to the effective time of
the Arrangement; and (ii) one-thirtieth of one NV Goldlands common
share (each one a "NV Goldlands Share") for each
Nevada King common share held
immediately prior to the effective time of the Arrangement.
The Spin-Out was completed as part of a strategic reorganization
to unlock value in Nevada King's
large portfolio of mineral claims in the State of Nevada. The target areas along the
Battle Mountain trend now held by
NV Goldlands include the Lewis, Horse Mountain-Mill Creek, and Iron
Point projects. In connection with the Spin-Out, Nevada King also granted NV Goldlands a 3.0% net
smelter return ("NSR") royalty on all gold and silver
production from Atlanta including
the Atlanta resource area and
non-core claims surrounding the Atlanta Gold Mine Project. The 3.0%
NSR royalty on the Bobcat claims will take effect upon fulfilling
the existing royalty on the Bobcat claims which is a 3.0% royalty
capped at the first 4,000 ounces of gold equivalent production.
NV Goldlands will not be listed on a public stock exchange on
closing of the Arrangement but will operate as a reporting
issuer.
Further information regarding the Spin-Out is set out in
Nevada King's information circular
dated June 14, 2024 (the "Nevada
King Information Circular"), which is filed under Nevada King's SEDAR+ profile at
www.sedarplus.ca.
Early Warning
As a shareholder of Nevada King,
Collin Kettell received, pursuant to
the Arrangement, an aggregate of 2,066,034 NV Goldlands Shares
and 271,833 options to purchase NV Goldlands Shares
("Options") on the Effective Date. Prior to the completion
of the Arrangement, Mr. Kettell did not own any securities of NV
Goldlands. As at the date hereof, the 2,066,034 NV Goldlands Shares
held by Mr. Kettell represent approximately 18.05% of the total
issued and outstanding NV Goldlands Shares and the
2,066,034 NV Goldlands Shares and the 271,833 Options
collectively represent approximately 19.95% of the issued and
outstanding NV Goldland Shares, assuming exercise of the Options.
Mr. Kettell acquired the NV Goldlands Shares as a result of the
Arrangement and intends to hold them for investment purposes only.
Depending on market and other conditions, or as future
circumstances may dictate, Mr. Kettell may, from time to time,
increase or decrease their holdings of NV Goldlands Shares or other
securities of NV Goldlands. Mr. Kettell's address is 102 Calle Sol,
Apt 1, San Juan, Puerto Rico
00901.
For further information and to obtain a copy of the early
warning report filed under applicable Canadian securities laws in
connection with the acquisition of NV Goldlands Shares by Mr.
Kettell, please see NV Goldlands' SEDAR+ profile at
www.sedarplus.ca.
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 Statements Regarding Forward Looking
Information
This news release contains certain "forward-looking
information" and "forward-looking statements" (collectively
"forward-looking statements") within the meaning of applicable
securities legislation. Forward-looking statements are frequently,
but not always, identified by words such as "expects",
"anticipates", "believes", "intends", "estimates", "potential",
"possible", and similar expressions, or statements that events,
conditions, or results "will", "may", "could", or" should" occur or
be achieved. All statements, other than statements of historical
fact, included herein, without limitation, the benefits of the
proposed Spin-Out are forward-looking statements. There can be no
assurance that such statements will prove to be accurate, and
actual results and future events could differ materially from those
anticipated in such statements. Forward-looking statements reflect
the beliefs, opinions and projections on the date the statements
are made and are based upon a number of assumptions and estimates
that, while considered reasonable by Nevada
King, are inherently subject to significant business,
economic, competitive, political and social uncertainties and
contingencies. Many factors, both known and unknown, could cause
actual results, performance or achievements to be materially
different from the results, performance or achievements that are or
may be expressed or implied by such forward-looking statements and
the parties have made assumptions and estimates based on or related
to many of these factors. Such factors include, without limitation,
the ability to complete proposed exploration work, the results of
exploration, continued availability of capital, and changes in
general economic, market and business conditions. Readers should
not place undue reliance on the forward-looking statements and
information contained in this news release concerning these items.
Nevada King does not assume any
obligation to update the forward-looking statements of beliefs,
opinions, projections, or other factors, should they change, except
as required by applicable securities laws.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/nevada-king-and-nv-king-goldlands-announce-completion-of-spin-out-302212150.html
SOURCE Nevada King Gold Corp.