Not for distribution to United States news wire services or for dissemination in the United States. NevGold Corp. (TSXV:NAU, OTC:NAUFF, OTCQX:NAUFF, Frankfurt:5E50) has entered into an agreement with Clarus Securities Inc. as sole agent and bookrunner to conduct a best efforts private placement. Under the arrangement the Company proposes to issue up to 13,157,900 common shares at an Issue Price of $1.90 per share, representing gross proceeds of up to $25,000,010.
The Company has also granted the Agent an over-allotment option to buy up to an additional 15% of the shares issued under the offering, exercisable up to 24 hours before closing.
The placement will be completed under applicable prospectus exemptions to Canadian residents and other jurisdictions as determined by the Company. Shares sold in the offering will be subject to an restricted resale period of four months and one day from the closing date in accordance with applicable securities laws. The securities have not been, and will not be, registered under the U.S. Securities Act of 1933, and therefore cannot be offered or sold in the United States except under registration or an available exemption; distribution to U.S. news wire services and dissemination in the United States are expressly prohibited.
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Financing structure and agent compensation
The offering will be governed by an agency agreement to be executed between NevGold and the Agent prior to closing. As compensation for its services, the Agent will receive a 6.0% cash commission on the gross proceeds of the offering. In addition, the Agent will be issued non-transferable compensation options equal to 6.0% of the number of shares sold. Each compensation option will permit the holder to acquire one common share at the Issue Price for a period of 24 months following the closing of the offering.
Over-allotment and market stabilization
The over-allotment option provides flexibility to cover any shortfalls or to support orderly placement activity; this option may be exercised up to 24 hours prior to the close. The offering is being conducted on a best efforts basis, meaning the Agent will use commercially reasonable efforts to sell the securities but there is no guarantee all shares will be placed. Completion of the transaction remains subject to customary closing conditions and regulatory approvals, including the approval of the TSX Venture Exchange.
Use of proceeds and strategic intent
NevGold plans to allocate the net proceeds to advance its near-term development opportunities and to bolster working capital. Primary use of funds will target the Limousine Butte gold-antimony project in Nevada, with additional capital directed toward the Nutmeg Mountain gold project in Idaho, plus corporate and general working capital needs. Management emphasizes that the financing is intended to accelerate project development and bring forward antimony production potential from deposits that are largely at-surface and oxide-hosted.
Management perspective
Brandon Bonifacio, President and CEO of NevGold, stated that the no-warrant financing enjoys solid institutional backing and will provide the development capital necessary to move the Limousine Butte opportunity forward. Management expects that, once the financing closes, the Company will be positioned to continue execution over the coming 12 months and to contribute to efforts supporting a vertically integrated, domestic antimony supply chain in North America.
Company overview, timing and legal notices
NevGold is an exploration and development company focused on sizeable mineral systems across Nevada and Idaho. The Company holds a 100% interest in the Limousine Butte (gold-antimony) and Cedar Wash (gold) projects in Nevada, and the Nutmeg Mountain (gold) and Zeus (copper) projects in Idaho. Contact for investor inquiries: Brandon Bonifacio at [email protected], telephone 604-337-4997, or visit www.nev-gold.com for further corporate information.
The offering is expected to close on or about May 12, 2026, subject to receipt of all required regulatory and other approvals. The Common Shares will be subject to a hold period of four months and one day from closing under applicable securities laws. The Company notes that neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
Cautionary statements
This release contains forward-looking statements about the offering, the expected use of proceeds, the anticipated timing of closing, expected project development and potential production. These statements are based on current expectations and involve risks and uncertainties that may cause actual results to differ materially. Key factors include the ability to complete the financing on the anticipated terms and schedule, market conditions, and the receipt of required regulatory approvals. Readers should not place undue reliance on forward-looking statements and NevGold disclaims any obligation to update them except as required by law.
