NV Gold Announces Closing of Non-Brokered Private Placement

Rhea-AI Summary

NV Gold (OTCQB:NVGLF) closed a non-brokered private placement on February 9, 2026, issuing 3,225,000 Units at $0.20 each for gross proceeds of $645,000. Each Unit includes one common share and one warrant exercisable at $0.50 for two years, subject to acceleration clauses. Finder's fees of $2,400 were paid and proceeds are for general working capital. Securities are subject to a four-month hold and are not registered in the United States. An insider participated, and the related party transaction relies on specified MI 61-101 exemptions.

Positive

• Raised $645,000 in gross proceeds
• Issued 3,225,000 Units to strengthen working capital
• Warrants provide potential future capital at $0.50 exercise

Negative

• Immediate share dilution from 3,225,000 new common shares
• Warrants may be accelerated if shares trade > $0.50
• Insider participation creates a related party transaction

Not for distribution to United States newswire services or for release, publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.

VANCOUVER, BC / ACCESS Newswire / February 9, 2026 / NV Gold Corporation (TSXV:NVX)(OTCQB:NVGLF)(FSE:8NV) ("NV Gold" or the "Company"), announces that, further to its News Release of January 27, 2026, it has completed its non-brokered private placement whereby it issued 3,225,000 units ("Units") at a price of $0.20 per Unit for gross proceeds $645,000 (the "Offering"). Each Unit consists of one common share (each, a "Share") and one transferable common share purchase warrant (each, a "Warrant"). Each Warrant is exercisable at a price of $0.50 and expires 2 years from the date of issuance, subject to an acceleration right held by the Company if the Shares have a closing price of over $0.50 per Share for a period of three (3) consecutive trading days at any time from the date that is four months and one day after the Closing on the TSX Venture Exchange (the "Exchange"), in which case the Company may accelerate the expiry of the Warrants by giving notice to the holders thereof (by disseminating a news release advising of the acceleration of the expiry date of the Warrants) and, in such case, the Warrants will expire on the thirtieth (30^th) day after the date of such notice.

All securities issued in connection with the Offering are subject to a statutory hold period expiring four months and one day after closing of the Offering.

In connection with the closing of the Offering, the Company paid cash finder's fees of $2,400 to one eligible finder.

The aggregate gross proceeds from the Offering are expected to be used for general working capital.

An insider participated in the Offering and is considered to be a "related party" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Accordingly, the issuance is considered to be a "related party transaction" within the meaning of MI 61-101 but is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company's common shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the shares to be issued to the related party does not exceed 25% of the Company's market capitalization.

None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news 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 jurisdiction in which such offer, solicitation or sale would be unlawful.

About NV Gold Corporation

NV Gold Corporation is a well-organized exploration company with ~26.2 million shares issued and no debt. NV Gold has 12 exploration projects in Nevada, and one in Switzerland. The Company has three priority projects including Slumber, Triple T and SW Pipe. 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, 2026 promises to be highly productive for NV Gold.

On behalf of the Board of Directors,

John Watson, Chairman and CEO

For further information, visit the Company's website at www.nvx.gold 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.

SOURCE: NV Gold Corporation

View the original press release on ACCESS Newswire

FAQ

What did NV Gold (NVGLF) announce in the February 9, 2026 private placement?

The company raised $645,000 by issuing 3,225,000 Units at $0.20 each. According to the company, each Unit includes one common share and one warrant exercisable at $0.50 for two years, and proceeds will be used for general working capital.

How do the warrants issued in NV Gold's NVGLF placement work and when do they expire?

Each warrant is exercisable at $0.50 and expires two years from issuance. According to the company, warrants can be accelerated if the share closes above $0.50 for three consecutive trading days after the four-month hold period.

Will the securities from NV Gold's offering (NVGLF) be available for sale in the United States?

No; the securities will not be registered under the U.S. Securities Act and cannot be offered in the U.S. without registration or an exemption. According to the company, the offering is restricted from U.S. distribution and not available to U.S. investors.

Did any insiders participate in NV Gold's (NVGLF) private placement and what are the governance implications?

An insider did participate, creating a related party transaction under MI 61-101. According to the company, the issuance relied on MI 61-101 exemptions for valuation and minority approval because the consideration did not exceed 25% of market capitalization.

How will NV Gold (NVGLF) use the proceeds from the $645,000 private placement?

Proceeds are intended for general working capital to support operations and corporate needs. According to the company, the aggregate gross proceeds from the Offering are expected to be used for general working capital and related corporate purposes.