Mr. John Watson reports

NV GOLD ANNOUNCES CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT

NV Gold Corp. has closed the first tranche of its non-brokered private placement as previously announced in the company's news release dated Oct. 22, 2025. The company intends to close a second tranche of the private placement in the coming weeks under the same terms.

In connection with the first tranche, NV Gold issued 3,423,330 units at a price of 18 cents per unit for aggregate gross proceeds of $616,199. Each unit consists of one common share in the capital of the company and one non-transferable common share purchase warrant. Each warrant is exercisable into one common share at a price of 40 cents per common share for a period of 24 months from the date of issuance.

The company intends to use the proceeds of the first tranche for exploration at the company's Slumber gold project and for working capital and general corporate purposes.

All securities issued pursuant to the first tranche will be subject to a statutory hold period of four months plus one day from the date of issuance in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside of Canada. No finders' fees were paid in connection with the first tranche.

The company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 as neither the fair market value of the securities distributed in the first tranche, nor the consideration received for those securities, insofar as the first tranche involves such insiders, exceeds 25 per cent of the company's market capitalization.

Certain insiders of the company purchased an aggregate of 3.19 million units under the first tranche, constituting, to that extent, a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company has completed the first tranche in reliance on exemptions available under MI 61-101 from the formal valuation and minority approval requirements of MI 61-101. Specifically, the first tranche is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101 as the company is not listed on a specified market within the meaning of MI 61-101. Additionally, the first tranche is exempt from the minority approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 insofar as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the units purchased by the insiders exceeds 25 per cent of the company's market capitalization. The company did not file a material change report more than 21 days before the expected closing of the first tranche as the details of the first tranche and participation therein by each related party were not finalized until shortly prior to closing and the company wished to close the first tranche as soon as practicable for sound business reasons.

The first tranche and any subsequent tranches are subject to the final approval of the TSX Venture Exchange.

Early warning disclosure

John Watson, president, chairman, chief executive officer and a director of the company, purchased a total of 3.11 million units in the first tranche at a price of 18 cents per unit for aggregate consideration of $559,800. Prior to closing of the first tranche, Mr. Watson held 10,152,121 common shares, 77,500 stock options and 3.85 million common share purchase warrants, with each stock option and warrant entitling Mr. Watson to purchase one additional common share upon payment of additional consideration to the company. These common shares, stock options and warrants represented approximately 52.9 per cent of the company's then issued and outstanding common shares on an undiluted basis and approximately 60.90 per cent of the company's then issued and outstanding common shares on a partially diluted basis, assuming conversion of Mr. Watson's stock options and warrants into common shares. Following the completion of the first tranche, Mr. Watson beneficially owns and controls an aggregate of 13,262,121 common shares, 77,500 stock options and 6.96 million common share purchase warrants, representing approximately 58.65 per cent of the company's issued and outstanding common shares on an undiluted basis and approximately 68.46 per cent of the company's issued and outstanding common shares on a partially diluted basis, assuming conversion of Mr. Watson's stock options and warrants into common shares.

The units were acquired by Mr. Watson for investment purposes. Mr. Watson may acquire additional securities of the company, including on the open market or through private acquisitions, or sell securities of the company, including on the open market or through private dispositions, in the future depending on market conditions, reformulation of plans and/or other relevant factors.

A copy of Mr. Watson's early warning report will appear on the company's issuer profile on SEDAR+.

About NV Gold Corp.

NV Gold is a well-organized exploration company with 22.6 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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