NV Gold Announces Non-Brokered Private Placement

Rhea-AI Summary

NV Gold (TSXV:NVX, OTCQB:NVGLF) announced a non-brokered private placement of up to 3,500,000 units at C$0.40 per unit for gross proceeds of up to C$1.4 million. Each unit includes one common share and one-half transferable warrant, with each whole warrant exercisable at C$0.80 for two years.

According to the company, proceeds are expected to fund an anticipated drill program and general working capital. Securities will carry a four-month-and-one-day hold period, may be subject to a 6% finder’s fee, and the offering requires TSXV approval. Insiders may participate, triggering MI 61-101 related-party rules, with expected exemptions.

Positive

• Non-brokered placement of up to C$1.4 million to fund exploration and working capital
• Issuance of up to 3,500,000 units at C$0.40 with two-year C$0.80 warrants adds potential future capital
• Company reports approximately 32.4 million shares outstanding and no debt, supporting balance sheet flexibility

Negative

• Offering of up to 3,500,000 new units may dilute existing shareholders upon closing and warrant exercise
• A finder’s fee of up to 6% on portions of the offering will reduce net proceeds available to the company
• Completion remains subject to TSXV approval, creating execution risk until regulatory clearance is obtained

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 / August 11, 2026 / NV Gold Corporation (TSXV:NVX)(OTCQB:NVGLF)(FSE:8NV) ("NV Gold" or the "Company"), announces a non-brokered private placement for gross proceeds of up to $1,400,000 (CAD) through the issuance of up to 3,500,000 units ("Units") at a price of $0.40 per Unit (the "Offering"). Each Unit will consist of one common share (each, a "Share") and one half of one transferable common share purchase warrant (two half warrants create one "Whole Warrant"). Each whole Warrant is exercisable at a price of $0.80 and expires 2 years from the issuance date.

A Finder's Fee of six (6) percent may be payable on portions of this offering. Insiders may participate in the Offering.

All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months and one day after closing of the Offering. Completion of the Offering is subject to the approval of the Exchange. Any participation by insiders in the Offering will constitute a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") but is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.

The aggregate gross proceeds from the Offering are expected to be used for an anticipated drill program and general working capital.

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 ~32.4 million shares issued and no debt. NV Gold has numerous exploration projects in Nevada has two priority projects - Slumber 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.

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 Inc. 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 Statement Regarding Forward-Looking Statements

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of management regarding the proposed Offering, the expectations of management regarding the use of proceeds of the Offering, closing conditions for the Offering, the expiry of hold periods for securities distributed pursuant to the Offering, and Exchange approval of the proposed Offering. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including that: the Company may not complete the Offering on terms favorable to the Company or at all; the Exchange may not approve the Offering; the proceeds of the Offering may not be used as stated in this news release; the Company may be unable to satisfy all of the conditions to the Closing; and those additional risks set out in the Company's public documents filed on SEDAR+ at www.sedarplus.ca. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

SOURCE: NV Gold Corporation

View the original press release on ACCESS Newswire

FAQ

What is NV Gold (OTCQB:NVGLF) announcing in its August 11, 2026 private placement?

NV Gold is launching a non-brokered private placement of up to 3,500,000 units at C$0.40 per unit for gross proceeds of up to C$1.4 million. According to NV Gold, each unit includes one share and half a warrant exercisable at C$0.80 for two years.

What are the terms of the units and warrants in NV Gold’s NVGLF private placement?

Each unit consists of one common share and one-half transferable warrant, with two half warrants forming one whole warrant. According to NV Gold, each whole warrant is exercisable at C$0.80 and expires two years from issuance, potentially providing additional future capital if exercised.

How will NV Gold (NVGLF) use the C$1.4 million private placement proceeds?

NV Gold expects to use the aggregate gross proceeds for an anticipated drill program and general working capital. According to NV Gold, the financing supports advancing its Nevada exploration portfolio, including priority projects, while also funding ongoing corporate requirements and operations.

Will NV Gold insiders participate in the August 2026 NVGLF financing?

Insiders may participate in the offering, which would make it a related party transaction under MI 61-101. According to NV Gold, any such participation is expected to be exempt from formal valuation and minority shareholder approval requirements under the applicable exemptions.

What are the resale restrictions and regulatory approvals for NV Gold’s NVGLF private placement?

All securities issued will be subject to a statutory hold period of four months and one day after closing. According to NV Gold, completion of the offering is subject to TSX Venture Exchange approval, and the securities will not be registered under the U.S. Securities Act of 1933.

Does NV Gold (NVGLF) pay fees on this private placement and how might that affect proceeds?

A finder’s fee of 6% may be payable on portions of the offering. According to NV Gold, such fees would reduce net proceeds available for its drill program and working capital, although the placement is non-brokered, potentially limiting overall transaction costs.