Mr. John Watson reports

NV GOLD ANNOUNCES SECURED LOAN TERMS

NNV Gold Corp. has entered into: (i) a secured loan agreement with John Watson pursuant to which the lender provided a loan to the company in the principal amount of $50,000 (U.S.); and (ii) a share pledge agreement with the lender, which secures an aggregate principal amount of $400,000 (U.S.) in loans provided to the company by the lender to date, as described herein.

The company previously entered into loan agreements with the lender on June 26, 2023, July 10, 2023, Sept. 18, 2023, and Jan. 22, 2024, pursuant to which the lender provided the company with loans in the aggregate principal amount of $350,000 (U.S.).

Each of the loans bears interest at a rate of 12 per cent per annum, compounded annually, and has a maturity date which is the earlier of one year from the effective date of the applicable loan agreement and the date the lender demands repayment of the applicable loan.

As security for the aggregate principal amount of the loans and the company's performance under each loan agreement, the company and the lender entered into a share pledge agreement. Pursuant to the share pledge agreement, the company pledged to the lender all of the issued and outstanding common shares of NV Gold Corp. (USA) Inc., a wholly owned subsidiary of the company, which holds the company's mineral projects and lease agreements in the United States.

Multilateral Instrument 61-101

The issuance of the loans and the entering into of the share pledge agreement are each a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) as the lender is an insider of the company. The company has relied 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)(f) of MI 61-101 on the basis that the transactions did not exceed 25 per cent of the fair market value of the company's market capitalization and the loans are on reasonable commercial terms that are not less advantageous to the company than if the loans were obtained from a person dealing at arm's length with the company. The company did not file a material change report more than 21 days before the entering into of the share pledge agreement as the terms of the share pledge agreement were not settled until shortly prior to execution and the company and the parties wished to close the share pledge agreement on an expedited basis for sound business reasons.

Stock option grant

Effective April 19, 2024, the company granted an aggregate of 420,000 stock options to certain directors, officers and employees of the company at a price of 29 cents per share for a period of five years. The options are subject to regulatory approval and are granted under the company's stock option plan.

About NV Gold Corp.

NV Gold owns a 100-per-cent interest in 21 mineral exploration projects in Nevada, United States, comprising 639 mining claims totalling 53.4 square kilometres (20.6 square miles). The company is based in Vancouver, B.C., and is focused on delivering value through mineral discoveries in Nevada. Leveraging its expansive property portfolio, its highly experienced in-house technical team, its extensive geological data library and the recent increase in the price of gold, 2024 is expected to be highly productive for NV Gold.