VANCOUVER, BC, February 12, 2024 – Nevada King Gold Corp. (TSX.V: NKG)(“Nevada King” or the “Company”) is pleased to announce that the Company’s Board of Directors has unanimously approved plans for a strategic reorganization of its business pursuant to which all of the Company’s concessions and properties with the exception of the Atlanta Gold Mine Project (“Atlanta”) will be spun out to Nevada King shareholders (the “Spin-Out”) through a newly incorporated company (“SpinCo”).

In connection with the Spin-Out, Nevada King proposes to also grant to SpinCo a 3.0% royalty on all production from certain portions of Atlanta including the Atlanta resource area and non-core claims surrounding the Atlanta Gold Mine Project.

The Company is also proceeding with a non-brokered private placement financing (the “Non-Brokered Private Placement”) of 27,857,143 common shares of the Company (“Common Shares”) at a price of $0.35 per Common Share for aggregate gross proceeds of $9.75-million.

The Non-Brokered Private Placement is fully allocated to insiders, existing shareholders, and a new strategic shareholder of the Company.

Proceeds of the Non-Brokered Private Placement will be used to advance the Atlanta Gold Mine Project and for working capital purposes of Nevada King.

Highlights:

• The Spin-Out will provide investors with an ownership stake in two separate specialized companies. Nevada King will continue to focus exclusively on the advancement of the Atlanta Gold Mine Project, while the newly created SpinCo will focus on advancing its foothold as the third largest mineral claim holder in the State of Nevada, behind Nevada Gold Mines (Barrick/Newmont) and Kinross Gold. SpinCo will control over 193,000 acres (9,682 claims) along the Battle Mountain Trend with key project areas hosting significant historical exploration work and possessing untested discovery potential. These project areas include Iron Point, Buffalo Valley, Lewis, Horse Mountain-Mill Creek, Hilltop South, Carico Lake, Kobeh Valley, and Pancake South.

• Company Founder & Chief Executive Officer Collin Kettell is subscribing for $2,000,000 of the Non-Brokered Private Placement, while other members of management and the board of directors are also participating.

• Two significant shareholders of the Company are subscribing for $4,200,000 and $1,345,000 of the Non-Brokered Private Placement, respectively. A new strategic shareholder to the Company is subscribing for $2,000,000. Between participation of the new strategic shareholder, as well as management and significant shareholders, the Non-Brokered Private Placement is fully allocated.

 Collin Kettell, CEO of Nevada King stated

“We are pleased to announce these two exciting opportunities for the Company.

 

“Creating a standalone focused company holding Nevada King’s large portfolio of claims along the Battle Mountain trend will create an exciting growth-focused story with a dominant land position along one of the world’s most prolific gold mining trends.

 

“This project portfolio is nestled amongst some of North America’s most prominent current and former producing mines and has the potential to provide exceptional exploration upside and optionality from multiple properties.

 

“At the same time, the fully allocated Non-Brokered Private Placement, which is priced at market and without a warrant, will allow Nevada King to fast track drilling at Atlanta, where we have continually intersected high-grade oxide results over significant thicknesses.

 

“We will be creating value for shareholders on two fronts now, with SpinCo providing exposure to significant exploration potential while Nevada King continues to develop its flagship Atlanta Gold Mine Project.

 

“Finally, I would like to provide a special thank you to our dedicated and growing group of significant shareholders whose support and long-term vision for Nevada King has allowed us to accelerate the advancement of Atlanta despite difficult equity conditions for the gold exploration sector.”

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Spin-Out

The Spin-Out will be completed as part of a strategic reorganization to unlock value in Nevada King’s large portfolio of mineral claims in the State of Nevada.

The target areas along the Battle Mountain trend to be held by SpinCo include the Company’s Lewis, Horse Mountain-Mill Creek, and Iron Point projects.

Nevada King will also grant SpinCo a net smelter return (“NSR”)  royalty in the amount of 3.0% from all production from certain non-core Atlanta claims surrounding Atlanta, as well as a 3.0% NSR royalty on the core “Bobcat” claims that cover the existing resource zone.

The 3.0% NSR royalty on the Bobcat claims will take effect upon fulfilling the existing royalty on the Bobcat claims which is a 3.0% royalty capped at the first 4,000 ounces of gold equivalent production.

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To read the full news release, please click HERE

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Tuesday, February 6, 2024VANCOUVER, BC, February 6, 2024 – Nevada King Gold Corp. (TSX-V: NKG; OTCQX: NKGFF) (“Nevada King” or the “Company”) is pleased to announce assay results from five reverse circulation (“RC”) holes located along an updated Section 22-8N(3), initially released February 1, 2023 and updated October 30, 2023, that were recently completed at its Atlanta Gold Mine Project located 264km northeast of Las Vegas, Nevada, in the prolific Battle Mountain Trend.

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Highlights:

• Two of today’s holes were angle holes that were sited to follow up on the very high-grade intercept of 6.55 g/t Au and 100.8 g/t Ag over 82.3m, including 26.71 g/t Au over 12.2m encountered in angle hole AT23NS-133F, which represents the third most gold rich intercept so far recorded at Atlanta (released November 14, 2023).
• Today’s two follow up holes succesfully crossed the same high-grade structure, intercepting 6.9 g/t Au and 93.7 g/t Ag over 68.6m including 19.2 g/t Au over 10.7m in AT23NS-174 and 4.9 g/t Au and 75.0 g/t Ag over 77.7m including 19.35 g/t Au over 3.0m in AT23NS-174A.

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Cal Herron, Exploration Manager of Nevada King, stated,

“We chose to further pursue the high-grade intercept in AT23NS-133F largely because we could fan-drill the probable strike line with a series of shallow, steep angle holes from a single drill platform.

 

“So far, we’ve proven that the high-grade mineralization can be tracked along strike, which will enable a resource modeler to tie the high-grade intercepts together into a cohesive body.

 

“Just as important, we also now see what a high-grade feeder zone at Atlanta looks like and how it relates geologically to the surrounding rocks and structures.

 

“The whole point of drill-defining these high-grade structures is to further up-grade the resource, both in scale and confidence.

 

“The AT23NS-133F high-grade zone may be too narrow to appreciably upgrade the surrounding area, unless additional definition drilling can connect the higher grade mineralization (>5 g/t Au) eastward to the West Atlanta Fault.

 

“However, the larger areas northwest and southwest of the pit along lines 22-3N through 22-7N and 22-14N through 22-18N host considerably more potential for increasing overall grade.

 

“In both areas there is good evidence for multiple feeder zones, such as hole AT23WS-44 (11.64 g/t Au over 108.2m including 37.16 g/t Au over 29m).

 

“Going forward, Nevada King is now re-evaluating its drill intercepts within both areas and choosing discreet targets to selectively test.”

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