NV Gold Announces Secured Loan Terms

VANCOUVER, BC / ACCESSWIRE / April 19, 2024 / NV Gold Corporation (TSXV:NVX)(OTCQB:NVGLF)(FSE:8NV) ("NV Gold" or the "Company") announces that that it has entered into (i) a secured loan agreement with John Watson (the "Lender") pursuant to which the Lender provided a loan to the Company in the principal amount of US$50,000 (the "Secured Loan") and (ii) a share pledge agreement with the Lender, which secures an aggregate principal amount of US$400,000 in loans provided to the Company by the Lender to date, as described herein.

The Company previously entered into loan agreements with the Lender on June 26, 2023, July 10, 2023, September 18, 2023 and January 22, 2024, pursuant to which the Lender provided the Company with loans in the aggregate principal amount of US$350,000 (the "Prior Loans" and together with the Secured Loan, the "Loans").

Each of the Loans bears interest at a rate of 12% per annum, compounded annually, and have a maturity date which is the earlier of one year from the effective date of the applicable loan agreement and the date the Lender demands repayment of the applicable Loan.

As security for the aggregate principal amount of the Loans and the Company's performance under each loan agreement, the Company and the Lender entered into a share pledge agreement. Pursuant to the share pledge agreement, the Company pledged to the Lender all of the issued and outstanding common shares of NV Gold Corporation (USA), Inc. (the "NV Gold USA"), a wholly-owned subsidiary of the Company, which holds the Company's mineral projects and lease agreements in the United States.

Multilateral Instrument 61-101
The issuance of the Loans and entering into of the share pledge agreement are each a "related party transaction" under Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101") as the Lender is an insider of the Company. The Company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(f) of MI 61-101 on the basis that the transactions did not exceed 25% of the fair market value of the Company's market capitalization and the Loans are on reasonable commercial terms that are not less advantageous to the Company than if the Loans were obtained from a person dealing at arm's length with the Company. The Company did not file a material change report more than 21 days before the entering into of the share pledge agreement as the terms of the share pledge agreement were not settled until shortly prior to execution and the Company and the parties wished to close the share pledge agreement on an expedited basis for sound business reasons.

Stock Option Grant
Effective April 19, 2024 the Company granted an aggregate of 420,000 stock options to certain directors, officers and employees of the Company at a price of $0.29 per share for a period of five years. The options are subject to regulatory approval and are granted under the Company's stock option plan.

About NV Gold Corporation
NV Gold owns 100% interest in 21 mineral exploration projects in Nevada, USA, comprising 639 mining claims totalling 53.4 square kilometers (20.6 square miles). The Company is based in Vancouver, British Columbia, and is focused on delivering value through mineral discoveries in Nevada. Leveraging its expansive property portfolio, its highly experienced in-house technical team, its extensive geological data library, and the recent increase in the price of gold, 2024 is expected 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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

SOURCE: NV Gold Corporation

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