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Alita closes Columbia Star acquisition

2014-08-01 19:28 ET - News Release

Mr. Peter Berdusco reports

ACQUISITION OF COLUMBIA STAR CLOSES

Nexus Gold Corp. (formerly Alita Resources Ltd.) has completed the acquisition of the privately held Columbia Star Resources Corp., previously disclosed in its news release of Sept. 27, 2013, pursuant to a three-party amalgamation under the Business Corporations Act (British Columbia). Pursuant to the acquisition, Privco has amalgamated with 0983831 B.C. Ltd., a wholly owned subsidiary of Nexus, such that the amalgamated entity is a wholly owned subsidiary of Nexus. In consideration of the acquisition, Nexus has issued an aggregate of 17,270,346 common shares to the shareholders of Privco. In addition, Nexus has granted 7,864,716 share purchase warrants in exchange for existing warrants issued by Privco.

In connection with the acquisition, Nexus has changed its name from Alita Resources Ltd. to Nexus Gold Corp., and has closed on its previously announced private placement of subscription receipts for gross proceeds of $397,500, through the issuance of 3,975,000 receipts. Following completion of the acquisition, all of the outstanding subscription receipts were automatically converted, and in connection with that conversion, Nexus issued 3,975,000 units. Each unit is composed of one common share and one share purchase warrant exercisable to acquire an additional common share at a price of 20 cents per share for a period of 24 months. In connection with the private placement, Nexus paid finders' fees of $20,000 and issued 200,000 finders' warrants, on the same terms as the unit warrants, to finders which introduced subscribers to the company. Following the closing, Nexus has 29,676,346 common shares issued and outstanding.

The acquisition and the amalgamation constitute a reverse takeover under the policies of the TSX Venture Exchange.

Pursuant to the terms of an escrow agreement among Nexus, Valiant Trust Company and certain escrowed securityholders, an aggregate of 10,846,541 common shares have been placed in escrow, whereby 10 per cent will be released on issuance of the final exchange bulletin, and the balance of such shares will be released in tranches over the next 36 months.

Upon completion of the acquisition, both Jerry Pogue and Carl Jonsson have resigned as directors of the company, and the board of directors of the company now consists of Peter Berdusco, Alex Klenman, Warren Robb and Mike Kinley. The new management team is composed of Mr. Berdusco as chief executive officer, Mike Kinley as chief financial officer and Doug Oliver as vice-president, exploration.

Trading in the common shares of Nexus will resume upon the filing of final materials, and the satisfaction of certain conditions with the exchange, including satisfaction of minimum public distribution requirements and payment of outstanding filing fees.

Privco is a privately owned exploration company with the right to acquire the Walker Ridge gold property, located in the Jerritt Canyon/Independence gold trend, approximately 64 kilometres north of Elko, Nev. Additional information regarding the property is available in the geological report and the filing statement, both of which are available on SEDAR.

We seek Safe Harbor.

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