Nighthawk arranges A $10.0 million non-brokered private placement
29 July 2020
News Release: Toronto, Ontario, July 29, 2020 – Nighthawk Gold Corp. (“Nighthawk” or the “Company”) (TSX: NHK; OTCQX: MIMZF) is pleased to announce its has arranged a non-brokered private placement (the “Offering”) for aggregate proceeds of $10.0 million, consisting of: (i) up to 927,000 units (“Units”) comprised of one non flow-through common share and one-half of one common share purchase warrant (each whole warrant, a “Warrant”) to be issued on a non flow-through basis; (ii) up to 1,880,445 flow-through units (“Premium FT Units”) comprised of one flow-through common share and one-half of one Warrant to be issued on a non-flow-through basis; and (iii) up to 2,078,233 “flow-through” common shares (“FT Shares”). The FT Shares and common share component of the Premium FT Units will qualify as “flow-through shares” within the meaning of the Income Tax Act (Canada). Each Warrant shall entitle the holder thereof to acquire one common share at a price of $2.00 until the date that is twelve months following the closing date of the Offering. The Warrants will contain an acceleration clause whereby if the common shares of Nighthawk trade at a volume weighted average price of $2.50 or more for 20 consecutive trading days, the Company will have the right to accelerate the exercise period to a period ending at least 30 days from the date that notice of such acceleration is provided to the holders of the Warrants.
The Units will be sold at a price of $1.70 per Unit, Premium FT Units will be sold at a price of $2.38 per Premium FT Unit and FT Shares will be sold at a price of $1.90 per FT Share. The Offering will be supported by a lead order from Robert Cudney, Northfield Capital Corporation and Orion Capital Incorporated who are long time shareholders and supporters of the Company, as well as Patrick Sheridan.
The gross proceeds from the sale of the FT Shares and Premium FT Units will be used for exploration expenditures on Nighthawk’s Indin Lake Gold Property located in Canada’s Northwest Territories and the net proceeds from the sale of the Units will be used for general corporate purposes.
Morris Prychidny, Chairman of the Board commented, “With the support of our committed shareholders and our strategic partners, we are pleased to be able to complete this raise, which will allow us to complete our planned 25,000 metre drill program this year which includes Colomac and Treasure Island, expand the camp to support additional drills and set us up for 2021.
We are extremely excited with the path ahead of us and the ability to unlock the value of our entire Indin Lake Gold Property potential. This is a rich and fertile Greenstone belt, host to large regional deformation zones that have the potential to host significant gold deposits, as illustrated by the Colomac Gold Project.”
Any securities to be issued under the Offering will be subject to a hold period of four months and a day from the closing date of the Offering in accordance with the rules and policies of the Toronto Stock Exchange (“TSX”), and applicable Canadian securities laws and such other further restrictions as may apply under foreign securities laws. The Offering remains subject to the approval of the TSX.
It is anticipated that insiders of the Company may participate in the Offering. By virtue of their participation, the Offering would constitute a "related party transaction" under applicable securities laws. The Company expects to release a material change report including details with respect to the related party transaction less than 21 days prior to the closing of the Offering, which the Company deems reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner. As the related party transaction will not exceed specified limits and will constitute a distribution of securities for cash, it is expected that neither a formal valuation nor minority shareholder approval will be required in connection with the Offering.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.