NEVADA KING ANNOUNCES FULLY ALLOCATED UPSIZING OF NON-BROKERED PRIVATE PLACEMENT TO $9.94-MILLION
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, BC, March 4, 2024 /CNW/ - Nevada King Gold Corp. (TSXV: NKG) ("Nevada King" or the "Company") is pleased to announce an increase to its previously announced $9.75-million non-brokered private placement financing (the "Non-Brokered Private Placement") initially announced on February 12, 2024.
Highlights:
- Nevada King has increased the Non-Brokered Private Placement due to demand from existing shareholders and intends to raise gross proceeds of $9,938,900 (previously expected to be $9,750,000) through the issuance of 28,396,857 common shares (the "Common Shares") of the Company priced at $0.35 per Common Share.
- The Non-Brokered Private Placement is fully allocated to insiders, existing shareholders, and a new strategic shareholder of the Company.
- Company Founder & Chief Executive Officer Collin Kettell is subscribing for $2,000,000.
- Two significant shareholders of the Company are subscribing for $4,200,000 and $1,356,400, respectively.
- A new strategic shareholder to the Company is subscribing for $2,000,000.
Proceeds of the Non-Brokered Private Placement will be used to advance the Company's Atlanta Gold Mine Project and for working capital purposes of Nevada King.
Closing of the Non-Brokered Private Placement remains subject to customary conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange ("TSX-V"). All securities to be issued pursuant to the Non-Brokered Private Placement will be subject to a statutory hold period under applicable Canadian securities laws of four months and one day from the date of closing of the Non-Brokered Private Placement.
Related Party Participation in the Non-Brokered Private Placement
Certain insiders of the Company, including Collin Kettell (CEO and Director), expect to participate in the Non-Brokered Private Placement. The participation by insiders in the Non-Brokered Private Placement constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the Common Shares purchased by insiders, nor the consideration for the Common Shares paid by such insiders, will exceed 25% of the Company's market capitalization. The Company expects that the closings of the Non-Brokered Private Placement will occur within 21 days of this announcement and that it will not file a material change report in respect of the related party transaction at least 21 days before the closings. The Company deems this circumstance reasonable in order to complete the Non-Brokered Private Placement in an expeditious manner. The Non-Brokered Private Placement has been unanimously approved by the Company's board of directors. Further information regarding the interest in the Non-Brokered Private Placement of every related party and the effect that the Non-Brokered Private Placement will have on their percentage of securities of the Company will be provided once finalized.