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Nevada King Announces Private Placement Offering of up to $10-Million of Common Shares

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia, Oct. 23, 2024 (GLOBE NEWSWIRE) -- Nevada King Gold Corp. (TSXV:NKG) ("Nevada King" or the "Company") is pleased to announce that the Company has entered into an agreement with Desjardins Capital Markets ("Desjardins") on behalf of a syndicate of agents (the "Agents") in connection with the private placement offering of up to 29,411,764 common shares (the "Common Shares") of the Company at a price of $0.34 (the "Offer Price") per Common Share for aggregate gross proceeds to the Company of up to $10,000,000 (the "Offering").

The net proceeds of the Offering are intended to be used to advance Nevada King's Atlanta Gold Mine Project and for general corporate purposes.

The Common Shares to be issued under the Offering are expected to be offered for sale on a commercially reasonable "best efforts" fully marketed basis primarily by way of the Listed Issuer Financing Exemption ("LIFE") under Part 5A of National Instrument 45-106, Prospectus Exemptions ("NI 45-106") to purchasers in all the provinces and territories of Canada, except Québec. Any Common Shares offered pursuant to the LIFE under the Offering will not be subject to resale restrictions pursuant to applicable Canadian securities laws or the policies of the TSX Venture Exchange ("TSX-V").

Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the Common Shares will also be offered to "accredited investors" pursuant to applicable exemptions from the prospectus requirements under applicable Canadian securities laws, and in other qualifying jurisdictions. All Common Shares issued pursuant to the Offering other than those issued pursuant to the LIFE will be subject to a hold period under Canadian securities law expiring four months and one day after the closing date.

There is an offering document related to the LIFE that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.nevadaking.ca. Prospective investors should read this offering document before making an investment decision.

The Agents will receive a cash fee of up to 5.0% of the gross proceeds of the Offering other than in respect to sales to certain insiders of the Company for which the Agents will receive no fee and in respect of sales to certain purchasers on the President's List for which the Agents will receive a fee of 2.0%.

Closing of the Offering is anticipated to occur on or about ...