Nevada Exploration Announces $1,000,000 Non-Brokered Private Placement
November 26, 2019
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Nevada Exploration Inc. (“NGE” or the “Company”) (TSX-V: NGE; OTCQB: NVDEF) announces a non-brokered private placement offering of up to 5,000,000 units (the “Units”) at a price of $0.20 CAD per Unit (the “Offering”), for total gross proceeds of up to $1,000,000 CAD. Each Unit will consist of one common share in the capital of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (a “Warrant”), with each whole Warrant entitling the holder thereof to acquire an additional Common Share at an exercise price of $0.50 CAD per Common Share for 30 months after the date of issuance (the “Closing Date”). If the closing price of the common shares of NGE quoted on the TSX Venture Exchange is greater than $0.90 CAD for 10 consecutive trading days, NGE may accelerate the expiry date of the Warrants to the 30th day after the date on which the Company gives notice to the Warrant holder of such acceleration.
Proceeds from the Offering will be used to advance the Company’s South Grass Valley Carlin-type gold project, and for general working capital. The Offering is subject to receipt of all necessary regulatory and TSX Venture Exchange approvals. The securities issued at closing of the Offering will be subject to a four month plus one day hold period from the date of issue, as well as to any other re-sale restrictions imposed by applicable securities regulatory authorities. Subject to approval by the TSX Venture Exchange and applicable securities legislation, NGE may pay finder’s fees with respect to certain subscriptions from arm’s length subscribers in accordance with the TSX Venture Exchange Policies.
In addition to other prospectus exemptions commonly relied on in private placements, such as the accredited investor exemption, the Offering is being made available to qualifying existing shareholders of the Company in reliance on BC Instrument 45-534 Exemption from prospectus requirement for certain trades to existing security holders and other provincial equivalents (the “Existing Security Holder Exemption”). To comply with the criteria of the Existing Security Holder Exemption, the ability of existing shareholders to participate in the Offering under the Existing Security Holder Exemption shall be subject to, among other criteria, the following:
- November 25th, 2019, has been set as the record date (the “Record Date”) for the purpose of determining existing security holders entitled to purchase Units pursuant to the Existing Security Holder Exemption;
- To participate, a qualified shareholder must deliver an executed subscription agreement in the required form, which will include the requirements of the Existing Security Holder Exemption;
- The aggregate acquisition cost to a subscriber under the Existing Security Holder Exemption cannot exceed $15,000 per twelve-month period unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment; and
- Subscriptions will be accepted by the Company on a “first come, first served basis”; therefore, if the Offering is over-subscribed it is possible that a shareholder’s subscription may not be accepted by the Company.
There is no material fact or material change of the Company that has not been generally disclosed.
Further terms and conditions shall be set out in the form of subscription agreement that will be made available to interested shareholders, who are directed to contact the Company as soon as possible in accordance with the contact information provided below.
About Nevada Exploration Inc.
NGE is an exploration company advancing a portfolio of new district-scale Carlin-type gold projects in north-central Nevada. NGE is led by an experienced management team that has been involved in several major discoveries in Nevada, including the discovery of Lone Tree and Rabbit Creek (part of the Twin Creeks Mine).
NGE’s team has spent the last decade integrating the use of hydrogeochemistry with conventional exploration tools to develop a Nevada-specific regional-scale geochemistry exploration program. With new proprietary technology, NGE has completed the world’s largest groundwater sampling program for gold exploration, collecting approximately 6,000 samples to evaluate Nevada’s covered basins for new gold exploration targets.
By integrating hydrogeochemistry with conventional exploration methods, NGE is leading the industry to open this important new search space to explore for large new Carlin-type gold deposits.
For more information, the Company’s latest videos are available at:
For further information, please contact:
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.
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, including, without limitation, statements about the proposed Offering, as well as expectations, beliefs, plans, and objectives regarding projects, potential transactions, and ventures discussed in this release.
In connection with the forward-looking information contained in this news release, the Company has made numerous assumptions, regarding, among other things, the assumption the Company will be able to close the Offering on the terms and timing as currently contemplated, and 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. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are the risk that the Offering may not close on the terms currently contemplated, or at all, risks inherent in mineral exploration, the need to obtain additional financing, environmental permits, the availability of needed personnel and equipment for exploration and development, fluctuations in the price of minerals, and general economic conditions.
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.
United States Advisory:
The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), have been offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be unlawful.