NV Gold Announces $1,000,000 Financing And Debt Settlement

Rhea-AI Summary

NV Gold (OTCQB:NVGLF, TSXV:NVX) announced a non-brokered private placement to raise up to C$1,000,000 via issuance of up to 5,555,555 Units at C$0.18 per Unit, each Unit including one common share and one warrant exercisable at C$0.40 for 24 months. Proceeds are earmarked for a drill program, possible land acquisitions and general corporate purposes.

The company also intends to settle a US$168,213.70 (C$235,869.25) loan from CEO John Watson by issuing 1,684,780 common shares at a deemed price of C$0.14. Mr. Watson committed to subscribe for 3,200,000 Units (C$576,000). Both transactions are subject to TSXV and regulatory approvals and standard hold periods.

Positive

• Up to C$1.0M financing to fund exploration
• 5,555,555 Units include warrants exercisable at C$0.40 for 24 months
• Insider subscription of 3,200,000 Units (C$576,000) signals management support

Negative

• Potential dilution from up to 5,555,555 new Units and 1,684,780 settlement shares
• Related-party Debt Settlement with CEO may raise governance questions
• Both Offering and Debt Settlement subject to TSXV approval, not guaranteed

Not for dissemination in the United States or through U.S. newswires

VANCOUVER, BC / ACCESS Newswire / October 22, 2025 / NV Gold Corporation (TSXV:NVX)(OTCQB:NVGLF)(FSE:8NV) ("NV Gold" or the "Company"), is pleased to announce a non-brokered private placement for gross proceeds of up to C$1,000,000 through the issuance of up to 5,555,555 units (each, a "Unit") at a price of C$0.18 per Unit (the "Offering").

Each Unit consists of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional Common Share at a price of C$0.40 for a period of 24 months from the date of issuance.

The Company will use the proceeds of the Offering to initiate a drill program, possible land acquisitions and for general corporate purposes.

The securities issued in the Offering will be subject to applicable hold periods imposed under applicable securities legislation, including a hold period of 4 months and one day from the date of issuance. The Company may pay a finder's fee on a portion of the gross proceeds of the Offering. The Offering remains subject to regulatory approval and the approval of the TSX Venture Exchange (the "TSXV").

Debt Settlement

The Company also announces that it intends to issue 1,684,780 common shares of the Company (the "Settlement Shares") at a deemed price of C$0.14 per share in settlement (the "Debt Settlement") of payment owed pursuant to a loan agreement dated September 2, 2025 with John Watson, President, Chairman, CEO and a director of the Company, totaling US$168,213.70 (C$235,869.25), which includes the interest accrued on the total amount of the loan.

The Debt Settlement is subject to all necessary regulatory approvals, including acceptance from the TSXV. All securities issued in connection with the Debt Settlement will be subject to applicable hold periods imposed under applicable securities legislation, including a hold period of 4 months and one day from the date of issuance.

MI 61-101

Mr. Watson has committed to subscribe for 3,200,000 Units in the Offering for an aggregate purchase price of C$576,000. The participation by Mr. Watson in the Offering and the Debt Settlement will be considered a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Mr. Watson's participation in the Offering and the Debt Settlement will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities issued to Mr. Watson nor the consideration for such securities will exceed 25% of the Company's market capitalization.

No U.S. Registration

The foregoing securities being offered have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons or persons in the United States, absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

About NV Gold Corporation

NV Gold Corporation is a well-organized exploration company with 19.2 million shares issued and outstanding. NV Gold has 21 exploration projects in Nevada comprising 639 100%-Company-owned lode mining claims totaling 53.4 square kilometers (20.6 square miles). The Company is based in Vancouver, British Columbia, and Reno, Nevada, and is focused on delivering value through mineral discoveries in Nevada, USA. Leveraging its expansive property portfolio, its highly experienced in-house technical team, and its extensive geological data library, 2025 promises to be highly productive for NV Gold.

On behalf of the Board of Directors,

John Watson, President, Chairman, CEO and Director

For further information, visit the Company's website at www.nvgoldcorp.com or contact

Freeform Communications at 604.245.0054

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accept responsibility for the adequacy or accuracy of this release.

Cautionary Statements Regarding Forward-Looking Information

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include, without limitation, statements related to management's expectations and intentions with respect to, among other things: the completion of the Offering and the Debt Settlement, the anticipated proceeds to be raised under the Offering; the intended use of proceeds raised under the Offering; Mr. Watson's participation in the Offering and the Debt Settlement; and the potential payment of finder's fees in connection with the Offering. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.

In making the forward-looking statements in this news release, the Company has applied certain material assumptions, including without limitation, the Company will obtain the required regulatory approvals for the Offering and the Debt Settlement; the Company will be able to complete the Offering and the Debt Settlement on the terms disclosed; that Mr. Watson will participate in the Offering and the Debt Settlement in the amount currently expected; the Company will be able to raise the anticipated proceeds under the Offering; and the Company will use the proceeds of the Offering as currently anticipated.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, delays in obtaining or failure to obtain the required regulatory approvals for the Offering and the Debt Settlement; market uncertainty; the inability of the Company to complete the Offering or the Debt Settlement on the terms disclosed, or at all; the inability of the Company to raise the anticipated proceeds under the Offering; that Mr. Watson's intended participation in the Offering or the Debt Settlement will change; and changes in the Company's business plans impacting the intended use of proceeds raised under the Offering.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or 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 statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

SOURCE: NV Gold Corporation

View the original press release on ACCESS Newswire

FAQ

What are the terms of NV Gold's C$1,000,000 private placement (NVGLF)?

Up to 5,555,555 Units at C$0.18 each; each Unit includes one common share and one warrant exercisable at C$0.40 for 24 months.

How will NV Gold (NVGLF) use proceeds from the C$1,000,000 financing?

Proceeds are planned for a drill program, possible land acquisitions and general corporate purposes.

What is the Debt Settlement involving NV Gold CEO John Watson (NVGLF)?

The company intends to issue 1,684,780 shares at a deemed C$0.14 per share to settle a US$168,213.70 loan (C$235,869.25), subject to regulatory approval.

How much is CEO John Watson investing in NV Gold's (NVGLF) offering?

Mr. Watson committed to subscribe for 3,200,000 Units for C$576,000.

Are NV Gold's (NVGLF) new securities immediately tradable in the U.S.?

No; the securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States.