NKG Nevada King Gold Corp

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, BC, Nov. 13, 2024 /CNW/ - Nevada King Gold Corp. (TSXV: NKG) ("Nevada King" or the "Company") is pleased to announce the closing of the brokered portion of its previously announced private placement financing, pursuant to which it issued 17,989,000 common shares of the Company (the "Common Shares") at a price of $0.34 per Common Share for gross proceeds of $6,116,260 (the "Brokered Offering"). The Brokered Offering was completed on a brokered private placement basis through a syndicate of agents led by Desjardins Capital Markets, as lead agent and sole bookrunner, and including Red Cloud Securities Inc., Canaccord Genuity Corp., and Roth Canada, Inc. (collectively, the "Agents").

The Company expects that it will complete the fully allocated non-brokered portion of its offering (the "Non-Brokered Offering") later today for additional gross proceeds of $5,617,770.  The total gross proceeds from the Brokered Offering and Non-Brokered Offering, after completion of the Non-Brokered Offering, are expected to be $11,734,030.

The 17,989,000 Common Shares issued under the Brokered Offering were offered for sale on a commercially reasonable "best efforts" fully-marketed basis by way of the Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions to purchasers in all the provinces and territories of Canada, except Québec, and in other qualifying jurisdictions.  Common Shares issued in connection with the Brokered Offering are not subject to resale restrictions pursuant to applicable Canadian securities laws or the policies of the TSX Venture Exchange ("TSX-V").

In connection with the Brokered Offering, the Agents received a cash commission of $254,813. The Agents will not receive a fee on the Non-Brokered Private Placement.

Proceeds of the Brokered Offering will be used to advance the Company's Atlanta Gold Mine Project and for working capital purposes of Nevada King. The Brokered Offering and Non-Brokered Offering are subject to final acceptance of the TSX-V.

The securities issued have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This release does not constitute an offer to sell or a solicitation of an offer to buy of any securities in the United States. The securities described herein 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 except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to available exemptions therefrom.

About Nevada King Gold Corp.

The Atlanta Mine is a historical gold-silver producer with a NI 43-101 compliant pit-constrained resource of 460,000 oz Au in the measured and indicated category (11.0M tonnes at 1.3 g/t) plus an inferred resource of 142,000 oz Au (5.3M tonnes at 0.83 g/t). See the NI 43-101 Technical Report on Resources titled "Atlanta Property, Lincoln County, NV" with an effective date of October 6, 2020, and a report date of December 22, 2020, as prepared by Gustavson Associates and filed under the Company's profile on SEDAR+ (www.sedarplus.ca).

The scientific and technical information in this news release has been reviewed and approved by Calvin R. Herron, P.Geo., Qualified Person as defined by NI 43-101. Mr. Herron is not independent of the Company under NI 43-101, as he is Exploration Manager of the Company.

Please see the Company's website at www.nevadaking.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. All statements, other than statements of historical fact included herein, including without limitation, statements relating the future operations and activities of Nevada King, are forward-looking statements. 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. Forward-looking statements in this news release relate to, among other things, statements in respect of the expected closing of the Non-Brokered Offering, the use of proceeds of the Brokered Offering, the final approval of the Brokered Offering and the Non-Brokered Offering by the TSX-V, the Company's Phase III drill program, and the expected timing of completion thereof. 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.

SOURCE Nevada King Gold Corp.