Nevada Exploration Announces Private Placement
May 25, 2021
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 25,000,000 units (the “Units”) at a price of $0.13 CAD per Unit (the “Offering”), for total gross proceeds of up to $3,250,000 CAD.
Each Unit will consist of one common share in the capital of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”), with each Warrant entitling the holder thereof to acquire an additional Common Share at an exercise price of $0.20 CAD per Common Share for 30 months after the date of issuance (the “Closing Date”).
Proceeds from the Offering will be used to fund the Company’s current Phase 3 drill program at its wholly-owned South Grass Valley Carlin-type gold project, and for general working capital.
To learn more about South Grass Valley, NGE encourages its stakeholders to visit its interactive 3D VRIFY model where the Company has published its geologic model and results of each major work program, available at: https://vrify.com/decks/10143-south-grass-valley-model-tour.
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:
- May 21, 2021, 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.
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. There is no material fact or material change of the Company that has not been generally disclosed.
About Nevada Exploration Inc.
With mature, exposed search spaces seeing falling discovery rates, NGE believes the future of exploration is under cover. Nevada’s exposed terrains have produced more than 200 million ounces of gold, and experts agree there is likely another 200 million ounces waiting to be discovered in the more than half of Nevada where the bedrock is hidden beneath post-mineral cover. NGE has spent more than 15 years developing and integrating new hydrogeochemistry (groundwater chemistry) and low-cost drilling technology to build an industry-leading, geochemistry-focused toolkit specifically to explore for new gold deposits under cover, and the Company is now advancing a portfolio of projects totalling more than 170 square kilometres.
NGE’s most advanced project is South Grass Valley, located approximately 50 kilometres south-southwest of the Cortez complex, operated by Nevada Gold Mines (Barrick Gold Corp. and Newmont Corporation joint venture), within the specific region of north-central Nevada that hosts Nevada’s largest Carlin-type gold deposits (“CTGDs”). Since acquiring the Project, NGE has completed: an infill borehole groundwater sampling program, detailed air magnetic and gravity geophysics surveys, a soil geochemistry sampling program, an initial diamond core drilling program consisting of 10 stratigraphic orientation holes, and most recently (2020), a follow-up reverse-circulation drilling program consisting of 17 holes to increase the density of its bedrock sampling.
Based on the results of its combined exploration datasets, NGE believes it has discovered a mineral system at South Grass Valley with the architecture and scale to potentially support multiple CTGDs. As the Company continues to advance the project, per NI 43-101, 2.3(2), the Company must remind its stakeholders that the project remains an exploration target for which the potential quantity and grade of any mineral resource is still conceptual in nature, and that it is uncertain if further exploration will result in the target being delineated as a mineral resource.
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.
Wade A. Hodges, CEO & Director, Nevada Exploration Inc., is the Qualified Person, as defined in National Instrument 43-101, and has prepared the technical and scientific information contained in this News 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.