Not for distribution to U.S. newswire services
or dissemination in the United States
Nighthawk Gold Corp. (“Nighthawk” or the
“Company”) (TSX: NHK) is pleased to announce that it has
closed the previously announced “bought deal” subscription receipt
concurrent private placement (the “Concurrent Financing”)
that was being conducted in connection with the arrangement between
Nighthawk and Moneta Gold Inc. (“Moneta”) (together with
Nighthawk, “MergeCo”) announced on November 28, 2023 (the
“Transaction”). Pursuant to the Concurrent Financing,
Nighthawk issued 38,235,294 subscription receipts of Nighthawk (the
“Subscription Receipts”) at a price of C$0.34 per
Subscription Receipt for aggregate gross proceeds of C$13.0
million, which reflects a partial exercise of the Underwriters’
Option. Upon completion of the Transaction, the net proceeds of the
Concurrent Financing are expected to be used by MergeCo to fund the
exploration and advancement of the Tower Gold Project and Colomac
Gold Project and for working capital and general corporate
purposes. The Concurrent Financing was led by SCP Resource Finance
LP and included BMO Capital Markets, Haywood Securities Inc.,
Laurentian Bank Securities Inc., National Bank Financial Inc.,
Paradigm Capital Inc., PI Financial Corp., and Stifel Nicolaus
Canada Inc. (collectively, the “Underwriters”).
The Concurrent Financing is subject to final acceptance of the
Toronto Stock Exchange. The securities issued pursuant to the
Concurrent Financing shall be subject to a four-month plus one day
hold period in Canada commencing on the date hereof under
applicable Canadian securities laws.
Certain insiders of the Company participated in the Concurrent
Financing. By virtue of their participation, the Concurrent
Financing constitutes a "related party transaction" under
applicable securities laws. The Company will release a material
change report including details with respect to the related party
transaction following the closing of the Concurrent Financing. As
the related party transaction does not exceed specified limits and
will constitute a distribution of securities for cash, neither a
formal valuation nor minority shareholder approval will be required
in connection with the Concurrent Financing.
The securities being offered pursuant to the Concurrent
Financing have not been, nor will they be, registered under the
U.S. Securities Act and may not be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons absent
registration or an applicable exemption from the registration
requirements. This news release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in any state in which such offer,
solicitation or sale would be unlawful. “United States” and “U.S.
person” are as defined in Regulation S under the U.S. Securities
Act.
About Nighthawk Gold
Corp.
Nighthawk is a Canadian-based gold exploration and development
company with control of 947 km2 of District Scale Property located
north of Yellowknife, Northwest Territories, Canada. The Company’s
flagship asset is the large-scale, Colomac Gold Project.
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 Transaction and its completion, and
the final approval of the Concurrent Financing by the Toronto Stock
Exchange. Generally, forward-looking information can be identified
by the use of forward-looking terminology such as “accelerate”,
“add” or “additional”, “advancing”, “anticipates” or “does not
anticipate”, “appears”, “believes”, “can be”, “conceptual”,
“confidence”, “continue”, “convert” or “conversion”, “deliver”,
“demonstrating”, “estimates”, “encouraging”, “expand” or
“expanding” or “expansion”, “expect” or “expectations”,
“fast-track”, “forecasts”, “forward”, “goal”, “improves”,
“increase”, “intends”, “justification”, “plans”, “potential” or
“potentially”, “pro-forma”, “promise”, “prospective”, “prioritize”,
“reflects”, “re-rating”, “scheduled”, “stronger”, “suggesting”,
“support”, “updating”, “upside”, “will be” or “will consider”,
“work towards”, 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 required regulatory approvals, 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, the ongoing wars and their effect on supply chains,
environmental risks, COVID-19 and other pandemic risks, permitting
timelines, capex, 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,
2022, available on www.sedarplus.ca. 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20231218797252/en/
FOR FURTHER INFORMATION PLEASE CONTACT:
NIGHTHAWK GOLD CORP. Tel: +1 (416) 863-2105; Email:
info@nighthawkgold.com Website: www.nighthawkgold.com
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