00:35:34 EDT Sun 19 May 2024
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Nevada King Gold Corp
Symbol NKG
Shares Issued 315,086,087
Close 2024-02-12 C$ 0.37
Market Cap C$ 116,581,852
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Nevada King to spin out non-Atlanta claims

2024-02-12 16:35 ET - News Release

Mr. Collin Kettell reports

NEVADA KING ANNOUNCES SPIN-OUT OF NON-ATLANTA CLAIMS PORTFOLIO AND FULLY ALLOCATED $9.75-MILLION NON-BROKERED PRIVATE PLACEMENT

Nevada King Gold Corp.'s board of directors has unanimously approved plans for a strategic reorganization of its business pursuant to which all of the company's concessions and properties with the exception of the Atlanta gold mine project will be spun out to Nevada King shareholders through a newly incorporated company (SpinCo). In connection with the spinout, Nevada King proposes to also grant to SpinCo a 3-per-cent royalty on all production from certain portions of Atlanta, including the Atlanta resource area and non-core claims surrounding the Atlanta gold mine project.

The company is also proceeding with a non-brokered private placement financing of 27,857,143 common shares of the company at a price of 35 cents per common share for aggregate gross proceeds of $9.75-million. The non-brokered private placement is fully allocated to insiders, existing shareholders and a new strategic shareholder of the company. Proceeds of the non-brokered private placement will be used to advance the Atlanta gold mine project and for working capital purposes of Nevada King.

Highlights:

  • The spinout will provide investors with an ownership stake in two separate specialized companies. Nevada King will continue to focus exclusively on the advancement of the Atlanta gold mine project, while the newly created SpinCo will focus on advancing its foothold as the third-largest mineral claim holder in the state of Nevada, behind Nevada Gold Mines (Barrick/Newmont) and Kinross Gold. SpinCo will control over 193,000 acres (9,682 claims) along the Battle Mountain trend with key project areas hosting significant historical exploration work and possessing untested discovery potential. These project areas include Iron Point, Buffalo Valley, Lewis, Horse Mountain-Mill Creek, Hilltop South, Carico Lake, Kobeh Valley and Pancake South.
  • Company founder and chief executive officer Collin Kettell is subscribing for $2-million of the non-brokered private placement, while other members of management and the board of directors are also participating.
  • Two significant shareholders of the company are subscribing for $4.2-million and $1,345,000 of the non-brokered private placement, respectively. A new strategic shareholder to the company is subscribing for $2-million. Between participation of the new strategic shareholder, as well as management and significant shareholders, the non-brokered private placement is fully allocated.

"We are pleased to announce these two exciting opportunities for the company. Creating a stand-alone focused company holding Nevada King's large portfolio of claims along the Battle Mountain trend will create an exciting growth-focused story with a dominant land position along one of the world's most prolific gold mining trends. This project portfolio is nestled amongst some of North America's most prominent current and former producing mines and has the potential to provide exceptional exploration upside and optionality from multiple properties," Mr. Kettell, CEO of Nevada King, stated. "At the same time, the fully allocated non-brokered private placement, which is priced at market and without a warrant, will allow Nevada King to fast-track drilling at Atlanta, where we have continually intersected high-grade oxide results over significant thicknesses. We will be creating value for shareholders on two fronts now, with SpinCo providing exposure to significant exploration potential while Nevada King continues to develop its flagship Atlanta gold mine project.

"Finally, I would like to provide a special thank you to our dedicated and growing group of significant shareholders whose support and long-term vision for Nevada King has allowed us to accelerate the advancement of Atlanta despite difficult equity conditions for the gold exploration sector."

Spinout

The spinout will be completed as part of a strategic reorganization to unlock value in Nevada King's large portfolio of mineral claims in the state of Nevada. The target areas along the Battle Mountain trend to be held by SpinCo include the company's Lewis, Horse Mountain-Mill Creek and Iron Point projects. Nevada King will also grant SpinCo a net smelter return (NSR) royalty in the amount of 3 per cent from all production from certain non-core Atlanta claims surrounding Atlanta, as well as a 3-per-cent NSR royalty on the core Bobcat claims that cover the existing resource zone. The 3-per-cent NSR royalty on the Bobcat claims will take effect upon fulfilling the existing royalty on the Bobcat claims which is a 3-per-cent royalty capped at the first 4,000 ounces of gold equivalent production.

It is proposed that the spinout will proceed by way of a statutory plan of arrangement pursuant to the Business Corporations Act (British Columbia). Common shares of SpinCo will be distributed to shareholders of Nevada King in proportion to their shareholdings of Nevada King. There will be no change in Nevada King shareholders' holdings in the company as a result of the spinout.

Completion of the proposed spinout will be subject to finalizing the terms of a definitive arrangement agreement to be entered into between Nevada King and SpinCo, as well as the approval of the Nevada King shareholders, and the approvals of the British Columbia Supreme Court and the TSX Venture Exchange.

SpinCo will not initially be listed on a public stock exchange but will operate as a reporting issuer.

Further details of the spinout will be provided as the transaction progresses. Timing of the spinout will be based on prevailing market conditions. The particulars of the spinout are not yet final and shareholders are cautioned that there can be no assurance that the spinout will be completed on the terms described herein or at all.

Related party participation in the non-brokered private placement

Certain insiders of the company, including Mr. 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. 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 per cent 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.

About Nevada King Gold Corp.

Nevada King is the third-largest mineral claim holder in the state of Nevada, behind Nevada Gold Mines (Barrick/Newmont) and Kinross Gold. Starting in 2016 the company has staked large project areas hosting significant historical exploration work along the Battle Mountain trend located close to current or former-producing gold mines. These project areas were initially targeted based on their potential for hosting multimillion-ounce gold deposits and were subsequently staked following a detailed geological evaluation. District-scale projects in Nevada King's portfolio include (1) the 100-per-cent-owned Atlanta mine, located 100 kilometres southeast of Ely; (2) the Lewis and Horse Mountain-Mill Creek projects, both located between Nevada Gold Mines' large Phoenix and Pipeline mines; and (3) the Iron Point project, located 35 km east of Winnemucca, Nev.

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