Nighthawk Gold Closes C$11.3 Million Bought Deal Private Placement

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TORONTO--(BUSINESS WIRE)-- Nighthawk Gold Corp. (“Nighthawk” or the “Company”) (TSX: NHK; OTCQX: MIMZF) is pleased to announce that it has closed its previously announced bought deal private placement (the “Offering”). Pursuant to the Offering, Nighthawk issued: (i) 11,250,000 common shares of the Company (“HD Shares”) at a price of C$0.40 per HD Share, and (ii) 14,821,913 common shares of the Company issued on a flow-through basis (the “FT Shares”) at a price of C$0.46 per FT Share, for aggregate gross proceeds of C$11,318,080, which reflects a partial exercise of the Underwriter’s Option. The Offering was led by National Bank Financial Inc., and included SCP Resource Finance LP, Leede Jones Gable Inc., PI Financial Corp., and Haywood Securities Inc. (collectively, the “Underwriters”).

The aggregate net proceeds raised from the HD Shares will be used to fund ongoing project development expenditures, and for working capital and general corporate purposes.

An amount equal to the aggregate gross proceeds raised from the FT Shares will be used to incur, on or before December 31, 2024, “Canadian exploration expenses” (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), that will qualify as “flow-through mining expenditures” within the meaning of the Tax Act (the “Qualifying Expenditures”). The Qualifying Expenditures shall be renounced to the purchasers of the FT Shares effective on or before December 31, 2023.

The Offering is subject to final acceptance of the Toronto Stock Exchange. The securities issued pursuant to the Offering shall be subject to a four-month plus one day hold period in Canada commencing on the Closing Date under applicable Canadian securities laws.

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.

About Nighthawk

Nighthawk is a Canadian-based gold exploration and development company with 100% ownership of more than 947 km² District Scale Property within 200 km north of Yellowknife, Northwest Territories, Canada. Nighthawk’s experienced management team, with a track record of successfully advancing projects and operating mines, is working towards rapidly advancing its assets towards a development decision.

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. All information other than information related to historical facts that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking information. Forward-looking information includes, but is not limited to, information with respect to the Company’s exploration initiatives; the use of proceeds and the timing of such use of proceeds; the tax treatment of the FT Shares; the timing of the tax renunciation to the subscribers; and the receipt of regulatory approval including TSX approval. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “advancing”, “working towards”, "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved".

Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Nighthawk to be materially different from those expressed or implied by such forward-looking information, including risks associated with the failure to obtain regulatory and other approvals, the exploration, development and mining such as economic factors as they effect exploration, future commodity prices, changes in foreign exchange and interest rates, actual results of current exploration activities, government regulation, political or economic developments, the war in Ukraine and its effect on supply chains, environmental risks, COVID-19 and other pandemic risks, permitting timelines, capital expenditures, operating or technical difficulties in connection with development activities, employee relations, the speculative nature of gold exploration and development, including the risks of diminishing quantities of grades of reserves, contests over title to properties, and changes in project parameters as plans continue to be refined as well as those risk factors discussed in Nighthawk's annual information form for the year ended December 31, 2022, available on www.sedar.com. Although Nighthawk has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Nighthawk does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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FOR FURTHER INFORMATION PLEASE CONTACT:

NIGHTHAWK GOLD CORP.

Tel: +1 (416) 863-2105; Email: info@nighthawkgold.com

Website: www.nighthawkgold.com

Keyvan Salehi

President & CEO

Salvatore Curcio

CFO

Allan Candelario

VP, Investor Relations & Corporate Development

Source: Nighthawk Gold Corp.