7 February 2017
Nighthawk Gold Corp. ("Nighthawk" or the "Company") (TSX VENTURE:NHK) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by PI Financial Corp., pursuant to which the underwriters have agreed to purchase 8,602,151 flow-through units ("FT Units"), which underlying common shares will qualify as "flow-through shares" within the meaning of the Income Tax Act (Canada), at a price of $0.93 per FT Unit and 2,857,143 units ("Units") at a price of $0.70 per Unit, on a bought deal private placement basis, for aggregate gross proceeds of $10,000,000 (the "Offering"). Each Unit shall be comprised of one common share and one-half of one transferable common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each FT Unit shall be comprised of one-flow through common share and one-half of one Warrant (to be issued on a non-flow-through basis). Each Warrant shall entitle the holder thereof to acquire one common share of Nighthawk at a price of $1.10 for a period of 18 months following the closing of the Offering.
The Company has also granted the underwriters an option to purchase up to an additional 1,290,322 FT Units and 428,571 Units to cover over-allotments, exercisable in whole or in part at any time prior to the closing date of the Offering.
The gross proceeds from the sale of the FT Units will be used for general exploration expenditures on Nighthawk's Indin Lake Gold Property located in the Northwest Territories. The net proceeds from the sale of the Units will be used for general working capital purposes.
The Offering is scheduled to close on or about March 2, 2017, or such other date as agreed between the Company and the underwriters, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the TSX Venture Exchange.