16:49:47 EDT Fri 10 Apr 2026
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Nevada King Gold Corp
Symbol NKG
Shares Issued 501,834,570
Close 2026-04-09 C$ 0.205
Market Cap C$ 102,876,087
Recent Sedar+ Documents

Nevada King Gold closes $16.3-million financing

2026-04-10 14:46 ET - News Release

Mr. John Sclodnick reports

NEVADA KING CLOSES $16.3 MILLION FINANCING INCLUDING A $10.4M STRATEGIC INVESTMENT BY CENTERRA GOLD INC.

Nevada King Gold Corp. has completed its previously announced non-brokered private placement of common shares of the company, pursuant to which the company has issued an aggregate of 77,739,774 common shares at a price of 21 cents per common share, for aggregate gross proceeds of approximately $16.3-million. Centerra Gold Inc. acquired 49,681,622 common shares, representing 9.9 per cent of the issued and outstanding common shares following completion of the financing, for gross proceeds of approximately $10.4-million. Both the chairman of Nevada King, Collin Kettell, and the largest shareholder, Michael Parker, also participated in the financing to maintain their approximate pro rata ownership positions in the issued and outstanding common shares for aggregate gross proceeds of approximately $5.9-million.

The company intends to use the net proceeds from the financing to continue regional and reconnaissance exploration across the Atlanta gold mine project property, especially high-priority targets of Silver Park, Atlanta South, Atlanta North and Western Rim, as well as for general working capital purposes.

In connection with the strategic investment, Nevada King and Centerra entered into an investor rights agreement, pursuant to which, subject to certain conditions, including maintaining an ownership threshold of at least 5 per cent of the outstanding common shares, Centerra has been granted financing participation rights and information rights, among other customary terms.

The financing is subject to the final acceptance of the TSX Venture Exchange. No finders' fees were paid in connection with the financing.

The common shares issued under the financing were offered pursuant to prospectus exemptions under National Instrument 45-106, Prospectus Exemptions, to purchasers resident in Canada and in other jurisdictions outside of Canada in accordance with applicable laws. The common shares issued under the financing are subject to a four-month-and-one-day hold period in Canada expiring on Aug. 11, 2026.

Certain insiders of the company participated in the financing, including: (i) Collin Kettell, the chairman of the company, who purchased 12,688,384 common shares; and (ii) Michael Parker, a significant shareholder of the company, who purchased 15,389,768 common shares (collectively, the insider participation), which are considered related party transactions pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101, specifically: (i) the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b) as the common shares are not listed on a market specified in MI 61-101; and (ii) the minority shareholder approval requirement of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) of MI 61-101 as the fair market value of the common shares issued pursuant to the insider participation does not exceed 25 per cent of the issuer's market capitalization (as determined under MI 61-101). A material change report was not filed by the company at least 21 days before the closing of the financing, as the company was seeking to close expeditiously to confirm funds for the financing. In the view of the company, this approach was reasonable in the circumstances. The financing was approved by all of the independent directors of the company.

With the financing closed, the company now has 501,834,570 common shares outstanding and intends to consolidate such common shares at a ratio of one postconsolidation common share for every five preconsolidation common shares in due course. The completion of the consolidation remains subject to the sole discretion of the company as well as obtaining the required regulatory approvals and, as a result, there can be no assurance that such consolidation will take place on the foregoing terms, or at all. If the consolidation is completed, a comprehensive press release detailing the definitive terms of any such consolidation will be disseminated in accordance with applicable laws and regulations.

About Nevada King Gold Corp.

Nevada King is focused on advancing and growing its 100-per-cent-owned, past-producing, 130-square-kilometre Atlanta gold mine project located along the Battle Mountain trend in southeastern Nevada. The project hosts an NI 43-101-compliant pit-constrained oxide resource of 1.02 million ounces gold in the measured and indicated category (27.7 million tonnes at 1.14 grams per tonne) plus an inferred resource of 99,000 ounces gold (3.6 million tonnes at 0.84 gram per tonne) based on $2,200 (U.S.) per ounce gold and $25 (U.S.) per ounce silver. For the full particulars of the mineral resource, including the assumptions relating thereto, see the NI 43-101 technical report titled "Technical Report and Estimate of Gold and Silver Mineral Resources for the Atlanta Project, Lincoln County, Nevada, USA," with an effective date of Sept. 6, 2024, and a report date of July 18, 2025, as prepared by Respec (formerly Mine Development Associates) and filed under the company's profile on SEDAR+.

Qualified person

The scientific and technical information in this news release has been reviewed and approved by Nevada King's vice-president, exploration, Justin Daley, PGeo, a non-independent qualified person as defined by NI 43-101.

We seek Safe Harbor.

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