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NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
TORONTO, ON / ACCESSWIRE / March 22, 2021 / 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 led by Scotiabank, pursuant to which the underwriters have agreed to purchase 2,550,000 units ("Units"), 865,000 flow-through units (the "FT Units"), and 5,750,000 premium flow-through units (the "Premium FT Units") on a bought deal private placement basis (the "Offering") for aggregate proceeds of approximately $10.95 million.
The Units will be sold at a price of $0.96 per Unit, the FT Units will be sold at a price of $1.15 per FT Unit, and the Premium FT Units will be sold at a price of $1.305 per Premium FT Unit. Each Unit will be comprised of one non flow-through common share and 0.4 of one common share purchase warrant (each whole warrant, a "Warrant"). Each FT Unit will be comprised of one flow-through common share and 0.4 of one Warrant. Each Premium FT Unit will be comprised of one flow-through common share and 0.4 of one Warrant. The common share component of both the FT Units and the Premium FT Units will qualify as "flow-through shares" within the meaning of the Income Tax Act (Canada). Each Warrant shall entitle the holder thereof to acquire one common share at a price of $1.35 until the date that is 24 months following the closing date of the Offering.
The net proceeds from the sale of the Units will be used for general and administrative expenses and the gross proceeds from the sale of the FT Units and Premium FT Units will be used for exploration expenditures on Nighthawk's Indin Lake Gold Property located in Canada's Northwest Territories, including the Company's previously outlined drilling targets focused on mineral resource expansion opportunities and greenfield targets to identify new, near-surface mineralization proximal to the main Colomac Deposit (see press release dated March 1, 2021).
Keyvan Salehi, President and CEO commented, "The size and quality of our land position provides us with a very strong footprint in Canada's Northwest Territories. We see a tremendous opportunity given the prospective nature of the Indin Lake Gold Property, a vastly underexplored Archean gold camp. This round of financing allows us to advance a number of our targets including known deposits that will be explored in an effort to expand the in-pit mineral resources, and to conduct significant testing at a select group of greenfield targets to support our goals of substantially increasing the global mineral resource base. With the continued support from our key shareholders led by Northfield Capital and Kinross Gold Corporation, we look forward to an exciting year as we prepare to commence drilling this month."
The Offering is expected to close on or about April 13, 2021, 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.
It is anticipated that insiders of the Company may participate in the Offering. By virtue of their participation, the Offering would constitute a "related party transaction" under applicable securities laws. The Company expects to release a material change report including details with respect to the related party transaction less than 21 days prior to the closing of the Offering, which the Company deems reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner. As the related party transaction will not exceed specified limits and will constitute a distribution of securities for cash, it is expected that neither a formal valuation nor minority shareholder approval will be required in connection with the Offering.
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.
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 200km north of Yellowknife, Northwest Territories, Canada. Within this largely underexplored Archean gold camp, the Company has identified a number of high-priority targets all centered around a growing multi-million-ounce deposit. These targets lie within large regional deformation zones that are pregnant with gold mineralization and are known to host significant deposits which warrant additional exploration and follow-up. The main goals and objectives over the next 12-24 months will be to carry out aggressive exploration to support mineral resource expansion opportunities as well as to foster new, near-surface discoveries that support the global mineral resource base.
The Company has an experienced and dedicated team with a track record of successfully advancing projects and is well funded and supported to complete its goals and objectives.
Richard Roy P.Geo., V.P. Exploration of Nighthawk, who is the "Qualified Person" as defined by NI 43-101, has reviewed and approved of the scientific and technical disclosure contained in this news release.
FOR FURTHER INFORMATION PLEASE CONTACT:
President & CEO
Suzette N Ramcharan
VP, Corporate Development
The Toronto Stock Exchange has neither reviewed nor accepts responsibility for the adequacy or accuracy of this news release.
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 Company's exploration initiatives; the closing of the Offering; the use of proceeds; and the Toronto Stock Exchange approval. 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, COIVID-19 and other pandemic 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, 2019, 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.
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