Mr. Edward Kelly reports
NEXUS GOLD ANNOUNCES CLOSING OF PRIVATE PLACEMENT
Nexus Gold Corp. has closed its previously announced non-brokered private placement and has issued 10,500,452 units at a price of 10.5 cents per unit for gross proceeds of $1,102,547.46. Each unit consists of one common share of the company and one-half of one share purchase warrant. Each warrant is exercisable to acquire an additional common share at a price of 20 cents until Dec. 24, 2027.
The company intends to use the net proceeds of the offering for the identification and evaluation of potential new gold assets, including due diligence and closing costs, to retire certain past payables, and for general working capital purposes.
In connection with the completion of the offering, the company paid finders' fees of $4,883.55 and issued 3,000 non-transferable share purchase warrants to certain arm's-length brokerage firms that introduced subscribers to the offering. Each finder warrant entitles the holder to acquire an additional common share of the company at a price of 10.5 cents until Dec. 24, 2027. All securities issued in connection with the offering are subject to restrictions on resale until April 25, 2026, in accordance with applicable securities laws.
Insider participation
Edward Kelly and Kevin Hart, both directors of the company, participated in the offering in the amount of 2,285,000 units and 300,000 units, respectively. Participation in the offering by an insider of the company constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The issuance of securities to insiders of the company is exempt from the valuation requirement and the minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, in that the fair market value of the consideration of the securities issued to the insiders of the company does not exceed 25 per cent of the company's market capitalization.
Early warning report
Mr. Kelly subscribed for and acquired 2,285,000 units in the offering. Prior to completion of the offering, Mr. Kelly did not hold any securities of the company. Following completion of the offering, Mr. Kelly now directly owns 2,285,000 common shares of the company, representing approximately 15.7 per cent of the outstanding shares and 1,142,500 warrants. Assuming exercise of just the warrants held by Mr. Kelly, he would have ownership, control and direction over 3,427,500 common shares of the company, representing approximately 21.9 per cent of the then outstanding shares. Mr. Kelly has agreed not to exercise warrants to the extent that would result in him having control and direction over more than 19.9 per cent of the outstanding common shares of the company.
The company is advised that Mr. Kelly has acquired these securities for investment purposes and has no present intention to acquire further securities of the company, although he may, in the future, acquire or dispose of securities of the company, through the market, privately or otherwise, as circumstances or market conditions warrant.
Mr. Kelly has filed an early warning report on SEDAR+ pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, a copy of which can be obtained from the company's profile on SEDAR+.
About Nexus Gold Corp.
Nexus Gold is a Canadian-based gold development company with an extensive portfolio of exploration projects in West Africa. The company's West African-based portfolio totals over 9,000 hectares of land located on active gold belts and proven mineralized trends. The company is focusing on the development of several core assets while seeking joint venture, earn-in, and strategic partnerships for other projects in its portfolio.
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