Mr. Brandon Bonifacio reports

NEVGOLD ANNOUNCES FORMATION OF BC SUBSIDIARY, ENTERING INTO OPTION AGREEMENT WITH EAGLE PLAINS RESOURCES, AND PLANNED GOING PUBLIC TRANSACTION

Nevgold Corp. has established a new British Columbia subsidiary, 1416753 B.C. Ltd. (SubCo) to focus on its high-grade Ptarmigan silver-copper-lead-zinc project in southeastern British Columbia. SubCo has also entered into an option agreement dated May 26, 2023, to acquire a portfolio of advanced exploration assets, including two copper-gold-silver projects and three lithium projects in British Columbia (collectively, the option projects) from Eagle Plains Resources Ltd. (EPL, or the optionor). The option agreement and option projects are described in more detail below.

Nevgold intends to prepare SubCo for a future subsequent going public transaction through either a spin-out, merger or sale.

Highlights:

• Unlocks immediate value from Ptarmigan with 25 million shares of SubCo being issued to Nevgold to the benefit of Nevgold shareholders;
• Further exposure for Nevgold shareholders to five promising copper, gold, silver and lithium projects through the option agreement with EPL;
• Large land positions totalling over 310 square kilometres (31,028 hectares) in highly prospective districts in southeast British Columbia -- Toodoggone and Atlin;
• Ptarmigan (Nevgold), Lost Horse (option project) and Acacia (option project) have numerous drill-ready targets;
• Operating partnership between experienced Nevgold and EPL teams on British Columbia projects;
• Allows Nevgold to maintain 100-per-cent focus on Western United States oxide, heap-leach gold projects, including Nutmeg Mountain (Idaho), Limousine Butte (Nevada) and Cedar Wash (Nevada)

Brandon Bonifacio, Nevgold chief executive officer, comments: "The creation of the focused British Columbia SubCo extracts immediate value for our shareholders with 25 million shares being issued to Nevgold. The SubCo provides exposure to a highly prospective portfolio of advanced exploration assets, including high-grade silver-lead-zinc, copper, gold and lithium in British Columbia, which can be financed separately without impacting the Nevgold capital structure and technical resources. Ptarmigan has significant value, but within the Nevgold portfolio gets zero value ascribed due to our focus on our gold assets in the Western U.S. Partnering with Eagle Plains allows us to strengthen our presence in B.C. while also building an efficient, well-established operating platform. The transaction allows Nevgold to remain laser focused on being one of the go-to companies for oxide, heap-leach gold in the Western U.S., and it will deliver tremendous value to our shareholders as the B.C.-focused company is daylighted to the public market."

Chuck Downie, Eagle Plains vice-president of exploration, comments: "We are looking forward to working alongside the Nevgold team to advance these B.C. critical metals projects. We believe the synergies between our companies will fast-track discovery potential and create value for both Eagle Plains and Nevgold shareholders."

The option agreement

Subject to the terms and conditions of the option agreement, the optionor granted to SubCo the sole and exclusive irrevocable right and option to acquire an undivided 100-per-cent interest in the option projects, free and clear of any encumbrance, other than certain net smelter return (NSR) royalties.

In connection with the option agreement, Nevgold intends to transfer its Ptarmigan property to SubCo in consideration for 25 million SubCo common shares, representing 100 per cent of the outstanding share capital before the share issuances under the option agreement.

SubCo may exercise the option at its sole discretion by completing the following:

1. Issuing the following SubCo shares to EPL (the optionor):
   1. On or before the option closing date, five million SubCo shares; and
   2. On or within 10 business days of the closing of a going public transaction involving SubCo, an additional five million SubCo shares.
2. Incurring the minimum expenditures on the option projects:
   1. On or before Dec. 31, 2023, $500,000 of expenditures; and
   2. On or before Dec. 31, 2024, $500,000 of additional expenditures.

Upon the exercise of the option, SubCo has agreed to grant EPL a 2-per-cent NSR royalty on certain option projects without underlying royalties, with a buy-down option for SubCo of a 1-per-cent NSR royalty for $1-million. Some of the option projects are subject to underlying royalties. The NSR royalties on each individual project will be capped at an aggregate 2-per-cent NSR.

Upon SubCo completing a going public transaction, EPL has agreed to enter into an investor rights agreement with the resulting issuer, in which EPL will agree to certain resale conditions on the shares it holds of the resulting issuer for as long as it holds greater than 5 per cent of the outstanding shares. If SubCo does not complete a going public transaction by June 30, 2024, or such later date agreed between the parties, EPL may terminate the option agreement and the option projects will revert to EPL.

The obligations of SubCo to complete the transactions contemplated by the option agreement are subject to the receipt by Nevgold and SubCo of all required regulatory approvals, including the approval of the TSX Venture Exchange. The SubCo shares issued under the terms of the option agreement will be subject to an indefinite hold period under applicable securities laws that will expire four months and one day after the later of the date of issuance of the SubCo shares and the date that SubCo has become a reporting issuer in any jurisdiction of Canada.

Option projects

The option projects comprise over 20,000 hectares and are currently held by Eagle Plains Resources, and are summarized in the associated table.

Ptarmigan (10,048 hectare (ha)) is a district-scale, high-grade polymetallic project located in southeast British Columbia. The project has had approximately $7-million spent historically on geophysical and geochemical analysis, surface mapping, and over 14,000 metres of diamond drilling. Some of the high-grade historical results include:

• Drill results:
  • 3.65 m of 2,455 grams per tonne (g/t) silver (Ag), one g/t gold (Au) and 0.91 per cent copper (Cu), including:
    • 0.33 m of 22,945 g/t Ag, 5.75 g/t Au and 8.24 per cent Cu.
  • 1.16 m of 2,315 g/t Ag, 1.64 g/t Au and 1.1 per cent Cu;
  • 6.8 m of 452 g/t Ag, 0.52 g/t Au and 0.26 per cent Cu;
  • 3.69 m of 635 g/t Ag, 0.82 g/t Au and 0.33 per cent Cu;
  • 6.41 m of 96 g/t Ag, 0.36 g/t Au, 0.2 per cent Cu and 3.7 per cent lead (Pb);
  • 4.9 m of 120 g/t Ag and 3.22 per cent Pb.
• Geochemical sample results:
  • 1,171 g/t Ag, 0.96 g/t of Au, 0.3 per cent Cu and 29.7 per cent Pb;
  • 2,210 g/t Ag, 1.8 g/t Au and 1.4 per cent Cu;
  • 3,188 g/t Ag, 0.22 per cent Cu and 29.4 per cent Pb.

Additional details relating to the geology and interpretation of the drill results for Ptarmigan are contained in Nevgold's public disclosures and other materials filed on SEDAR. Based on the best information available, Nevgold's qualified person is of the opinion that the historical drilling was conducted in accordance with current industry best practices, norms and protocols with respect to drill sample security, integrity, core logging, splitting of core, insertion of blanks and standards, and transportation to an industry-accredited lab facility.

Lost Horse (2,170 ha) is strategically positioned and surrounded by active exploration and drilling by New Gold Inc., and the project has similar geological characteristics, including numerous prospective copper and gold occurrences. Historical work at Lost Horse includes surface mapping, geochemical and geophysical analysis. Eagle Plains has submitted an application to the B.C. Ministry for Energy, Mines and Low Carbon Innovation for a multiyear area-based permit (MYAB) which includes diamond drilling.

Acacia (4,857 ha) is located 60 kilometres northeast of Kamloops, B.C., and is considered to have excellent potential for volcanogenic massive sulphide (VMS) deposits. The project is situated southeast and on the same geological trend as the Rea Gold, K7 and Twin 3 deposits, and the previously-mined Samatosum mine, which was in production from 1989 to 1992. Historical work at the project includes surface mapping, geochemical and geophysical analysis, channel sampling, and approximately 4,450 metres of drilling. The project is fully permitted with a multiyear area-based permit issued through the B.C. Ministry for Energy, Mines and Low Carbon Innovation. Some of the key historical results include:

• Drill results:
  • 0.72 g/t Au over 10.3 metres;
  • 3.9 g/t Au over one metre;
  • 3.6 g/t Au over one metre.
• Channel sample results:
  • 1.78 g/t Au over 10.0 metres;
  • 15.5 g/t Au, 9.3 g/t Ag, 0.84 per cent Pb, 3.7 per cent zinc (Zn) over 0.6 metre.

Based on the best information available, Nevgold's qualified person is of the opinion that the historical drilling was conducted in accordance with current industry best practices, norms and protocols with respect to drill sample security, integrity, core logging, splitting of core, insertion of blanks and standards, and transportation to an industry-accredited lab facility.

Findlith (2,307 ha) is located 35 km northwest of Cranbrook, B.C. The property is underlain by a granitic batholith as well as pegmatitic intrusions. Numerous beryl occurrences have been documented on the property, which indicates the pegmatites are very prospective for lithium.

Surprise Lake (4,492 ha) and Toodoggone (7,154 ha) are early-stage projects that were acquired based on favourable regional geochemical results and prospective geology that indicate the potential for lithium mineralization in pegmatites. Neither property has previously been evaluated for lithium mineralization, and both are considered highly prospective for lithium bearing pegmatites.

Technical information contained in this news release has been reviewed and approved by Derick Unger, CPG, vice-president of exploration, Nevgold's qualified person under National Instrument 43-101, and responsible for technical matters of this release.

About Nevgold Corp.

Nevgold is an exploration and development company targeting large-scale mineral systems in the proven districts of Nevada, Idaho and British Columbia. Nevgold owns a 100-per-cent interest in the Limousine Butte and Cedar Wash gold projects in Nevada, and the Ptarmigan silver-polymetallic project in southeast B.C., and has an option to acquire 100 per cent of the Nutmeg Mountain gold project in Idaho.

We seek Safe Harbor.