Nighthawk Gold Closes C$13.0 Million Bought Deal Equity Financing

Not for distribution to U.S. newswire services or dissemination in the United States

TORONTO–(BUSINESS WIRE)–$MIMZF #gold—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.

Contacts

FOR FURTHER INFORMATION PLEASE CONTACT:

NIGHTHAWK GOLD CORP.

Tel: +1 (416) 863-2105; Email: info@nighthawkgold.com
Website: www.nighthawkgold.com