Nevada Exploration Inc. Closes Financing and Completes Reorganization
August 31, 2015
Nevada Exploration Inc. (“NGE” or the “Company”) (TSX-V:NGE) is pleased to announce that subject to final TSX Venture Exchange approval it has closed the financing and completed the reorganization as described in a news release dated August 10, 2015, and below.
The Company has consolidated its capital on the basis of one (1) post-consolidation common share for every ten (10) pre-consolidation common shares. Effective August 27, 2015, the Company’s common shares commenced trading on the TSX Venture Exchange on a consolidated basis.
The Company has closed a non-brokered private placement, issuing 13,200,000 Units at a price of $0.05 per Unit for gross proceeds of $660,000 (the “Offering”). Each Unit consists of one common share and one non-transferable common share purchase warrant, with each full warrant entitling the holder to purchase one common share for a period of three years at an exercise price of $0.10. The proceeds of the Offering will be used for general working capital.
In accordance with applicable securities legislation, securities issued pursuant to the Offering are subject to a hold period of four months plus one day from the date of completion of the Offering.
The Company has issued 939,150 Units on the same terms as the Units in the Offering at a deemed price of $0.05 per Unit to settle $46,957.50 of unsecured demand loans provided to the Company by arm’s length parties.
Shares for Debt Settlements
The Company has issued 2,500,000 common shares to the Company’s management team at a deemed price of $0.05 per common share to settle $125,000 of accrued salaries as part of the Management Settlement described in the August 10, 2015, news release.
Changes to Board of Directors
Dennis Higgs and Benjamin LeBoe have been appointed to the Company’s Board of Directors, and Kenneth Tullar and Cyrus Driver have resigned as Directors of the Company. Both Mr. Tullar and Mr. Driver remain with the Company in their management roles as COO and CFO respectively.
About Nevada Exploration Inc.
NGE is an exploration company focused on gold in Nevada. NGE is led by an experienced management team that has been involved with the discovery of more than 30 million ounces of gold in Nevada.
NGE is aggressively applying the latest in covered deposit exploration technology to identify, acquire, and advance new exploration properties in Nevada’s highly prospective yet underexplored covered basins. NGE has developed proprietary hydrogeochemistry (groundwater chemistry) exploration technology to explore for gold in Nevada’s covered basins where traditional exploration techniques are challenged.
Using its industry-leading exploration technology, NGE has assembled a large portfolio of new gold projects, and has established itself as a major player in this world class jurisdiction. NGE’s business model is to leverage its properties and technology to create shareholder value through generative exploration.
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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.
All shares issued are subject to a four month hold period expiring December 29, 2015, as well as to any other re-sale restrictions imposed by applicable securities regulatory authorities.
The securities issued by NGE have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any state of the United States, and may not be offered or sold in the United States absent registration, or an applicable exemption therefrom, under the 1933 Act and the securities laws of all applicable states. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, sale or solicitation would be unlawful.
Cautionary Statement on Forward-Looking Information:
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. Forward-looking information in this news release include statements about the final approval of the Offering and the Company's future plans, objectives and business strategy.
In connection with the forward-looking information contained in this news release, the Company has made numerous assumptions, regarding, among other things, the TSXV final approval of the Offering and the assumption the Company will continue as a going concern and will continue to be able to access the capital required to advance its projects and continue operations. While the Company considers these assumptions to be reasonable, these assumptions are inherently subject to significant uncertainties and contingencies.
In addition, there are known and unknown risk factors which could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. Known risk factors include, among others: the Offering may not receive final approval from the TSXV, or additional conditions may be imposed by the TSXV on the Offering and the possibility that the Company may not be able to continue as a going concern in the near term.
A more complete discussion of the risks and uncertainties facing the Company is disclosed in the Company’s continuous disclosure filings with Canadian securities regulatory authorities at www.sedar.com. All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.