3 May 2022
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
Toronto, Ontario, May 3, 2022 – Nighthawk Gold Corp. (“Nighthawk” or the “Company”) (TSX: NHK; OTCQX: MIMZF) is pleased to announce that it has completed its previously announced “bought deal” public offering (the “Offering”). Pursuant to the Offering Nighthawk issued (i) 10,000,000 units (“Units”), (ii) 9,285,000 units issued on a flow-through basis (the “FT Units”), and (iii) 16,871,200 units issued on a premium flow-through basis (the “Premium FT Units”), for aggregate proceeds of approximately C$31 million, which reflects the partial exercise of the overallotment option. The Offering was led by Sprott Capital Partners LP and Laurentian Bank Securities Inc., and included Leede Jones Gable Inc., BMO Nesbitt Burns Inc., Haywood Securities Inc., National Bank Financial Inc., PI Financial Corp., and Scotia Capital Inc. (collectively the “Underwriters”).
Keyvan Salehi, President and CEO commented, “We are very pleased to have completed a successfully upsized financing, bringing our current working capital balance to approximately C$39.3 million. We are now well-funded to advance our exploration programs over the next 2 years and we look forward to updating the markets on our 2022 Exploration Program shortly.” The Units were sold at a price of C$0.70 per Unit, the FT Units were sold at a price of C$0.81 per FT Unit, and the Premium FT Units were sold at a price of C$0.98 per Premium FT Unit. Each Unit is comprised of one non flow-through common share and half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to acquire one common share on a non-flow through basis at a price of C$1.05 until May 3, 2024. Each FT Unit and Premium FT Unit is comprised of one flow-through common share and half of one Warrant, issued on a flow-through basis. The common share and Warrant components of the FT Units and Premium FT Units will qualify as a "flow-through share" within the meaning of the Income Tax Act (Canada).
The net proceeds from the sale of the Units will be used for general and administrative expenses and the gross proceeds from the sale of the FT Units and Premium FT Units will be used for exploration expenditures on Nighthawk’s district-scale gold property, located in Canada’s Northwest Territories, with the focus on mineral resources expansion opportunities and testing greenfield targets.
The Underwriters were paid a cash commission in connection with the Offering. The Underwriters were also issued 1,084,686 broker warrants exercisable until May 3, 2024 at an exercise price equal to C$0.70 per common share.
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.