Mr. Collin Kettell reports

NEVADA KING ANNOUNCES FULLY ALLOCATED UPSIZING OF NON-BROKERED PRIVATE PLACEMENT TO $9.94-MILLION

Nevada King Gold Corp. has increased its previously announced $9.75-million non-brokered private placement financing, initially announced on Feb. 12, 2024.

Highlights:

• Nevada King has increased the non-brokered private placement due to demand from existing shareholders and intends to raise gross proceeds of $9,938,900 (previously expected to be $9.75-million) through the issuance of 28,396,857 common shares of the company priced at 35 cents per common share.
• The non-brokered private placement is fully allocated to insiders, existing shareholders and a new strategic shareholder of the company:
  • Collin Kettell, company founder and chief executive officer, is subscribing for $2-million;
  • Two significant shareholders of the company are subscribing for $4.2-million and $1,356,400, respectively;
  • A new strategic shareholder to the company is subscribing for $2-million.

Proceeds of the non-brokered private placement will be used to advance the company's Atlanta gold mine project and for working capital purposes of Nevada King.

Closing of the non-brokered private placement remains subject to customary conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. All securities to be issued pursuant to the non-brokered private placement will be subject to a statutory hold period under applicable Canadian securities laws of four months and one day from the date of closing of the non-brokered private placement.

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.

The Atlanta mine is a historical gold-silver producer with a National Instrument 43-101-compliant pit-constrained resource of 460,000 ounces gold (Au) in the measured and indicated category (11 million tonnes (Mt) at 1.3 grams per tonne (g/t)) plus an inferred resource of 142,000 oz Au (5.3 Mt at 0.83 g/t). See the National Instrument 43-101 technical report on resources, titled "Atlanta Property, Lincoln County, Nev.," with an effective date of Oct. 6, 2020, and a report date of Dec. 22, 2020, as prepared by Gustavson Associates and filed under the company's profile on SEDAR+.

The scientific and technical information in this news release has been reviewed and approved by Calvin R. Herron, PGeo, who is a qualified person as defined by NI 43-101.

We seek Safe Harbor.