Nighthawk Closes C$5.63 Million Private Placement of Flow-Through Units

10 December 2021

TORONTO, Dec. 10, 2021 /CNW/ - Nighthawk Gold Corp. ("Nighthawk" or the "Company") (TSX: NHK) (OTCQX: MIMZF) is pleased to announce that it has closed a non-brokered private placement for aggregate gross proceeds of C$5,630,000 (the "Offering"). The Offering consisted of the issuance of 5,630,000 units of the Company (each a "FT Unit") at a price of C$1.00 per FT Unit.  Each FT Unit consists of one common share of the Company, which qualify as "flow-through shares" within the meaning of the Income Tax Act (Canada) (a "FT Share") and one-half of one non-flow-through common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one common share of the Company (a "Warrant Share") at a price of $1.50 per Warrant Share until December 9, 2024.

Keyvan Salehi, President and CEO commented, "We successfully completed 72,325 metres of drilling this year focused on the delineation of near-surface mineralization proximal to Colomac. Next year we anticipate another busy and exciting year as we look to further increase the global resource base, where we anticipate completing upwards of 100,000 metres of drilling. This financing provides us with the necessary capital to carry out the first part our 2022 exploration program, which is expected to commence towards the end of March 2022.  

The gross proceeds from the sale of the FT Units will be used for exploration expenditures on Nighthawk's district-scale land position located in Canada's Northwest Territories.  In connection with the Offering, the Company paid a cash finder's fee and issued 336,000 non-transferable finder warrants. Each finder warrant is exercisable for one common share of the Company at a price of $1.50 until December 9, 2023.  Laurentian Bank Securities Inc. acted as advisor to the Company in connection with the Offering.

The Offering remains subject to the receipt of the final approval of the Toronto Stock Exchange. All securities issued pursuant to this Offering are subject to a restricted hold period of four months and a day, ending on April 10, 2022, under applicable Canadian securities legislation. 

This press release does not constitute an offer to sell or a solicitation of an offer to buy 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 or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.