Mr. John Watson reports

NV GOLD ANNOUNCES $1,000,000 FINANCING AND DEBT SETTLEMENT

NV Gold Corp. has arranged a non-brokered private placement for gross proceeds of up to $1-million through the issuance of up to 5,555,555 units at a price of 18 cents per unit.

Each unit consists of one common share of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one additional common share at a price of 40 cents for a period of 24 months from the date of issuance.

The company will use the proceeds of the offering to initiate a drill program, for possible land acquisitions and for general corporate purposes.

The securities issued in the offering will be subject to applicable hold periods imposed under applicable securities legislation, including a hold period of four months and one day from the date of issuance. The company may pay a finder's fee on a portion of the gross proceeds of the offering. The offering remains subject to regulatory approval and the approval of the TSX Venture Exchange.

Debt settlement

The company also announces that it intends to issue 1,684,780 common shares of the company at a deemed price of 14 Canadian cents per share in settlement of payment owed pursuant to a loan agreement dated Sept. 2, 2025, with John Watson, president, chairman, chief executive officer and a director of the company, totalling $168,213.70 (U.S.) ($235,869.25 (Canadian)), which includes the interest accrued on the total amount of the loan.

The debt settlement is subject to all necessary regulatory approvals, including acceptance from the TSX-V. All securities issued in connection with the debt settlement will be subject to applicable hold periods imposed under applicable securities legislation, including a hold period of four months and one day from the date of issuance.

Multilateral Instrument 61-101

Mr. Watson has committed to subscribe for 3.2 million units in the offering for an aggregate purchase price of $576,000. The participation by Mr. Watson in the offering and the debt settlement will be considered a related-party transaction as defined in Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Mr. Watson's participation in the offering and the debt settlement will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities issued to Mr. Watson nor the consideration for such securities will exceed 25 per cent of the company's market capitalization.

About NV Gold Corp.

NV Gold is a well-organized exploration company with 19.2 million shares issued and outstanding. NV Gold has 21 exploration projects in Nevada comprising 639 100-per-cent-company-owned lode mining claims totalling 53.4 square kilometres (20.6 square miles). The company is based in Vancouver, B.C., and Reno, Nev., and is focused on delivering value through mineral discoveries in Nevada, United States. Leveraging its expansive property portfolio, its highly experienced in-house technical team and its extensive geological data library, 2025 promises to be highly productive for NV Gold.

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