NV Gold closes $616,199 first tranche of placement

Executive Summary

• NV Gold Corp. has closed the first tranche of its non-brokered private placement, raising aggregate gross proceeds of $616,199.
• The company issued 3,423,330 units at a price of 18 cents per unit, with each unit comprising one common share and one non-transferable warrant.
• A significant portion of the tranche (3.19 million units) was purchased by insiders, specifically John Watson, constituting a related-party transaction exempt from formal valuation and minority approval requirements under Multilateral Instrument 61-101.

Key Details

• Transaction Structure: Non-brokered private placement, first tranche closed.
• Units Issued: 3,423,330 units.
• Price: 18 cents per unit.
• Gross Proceeds: $616,199.
• Warrant Terms: Each unit includes one non-transferable common share purchase warrant. Warrants are exercisable into one common share at an exercise price of 40 cents per share for a period of 24 months from issuance.
• Use of Proceeds: Exploration at the Slumber gold project, working capital, and general corporate purposes.
• Hold Period: Securities are subject to a statutory hold period of four months plus one day from the date of issuance.
• Finders' Fees: None paid.
• Regulatory Exemptions: Relied on exemptions from formal valuation and minority shareholder approval requirements of Multilateral Instrument 61-101.
  • Exempt from formal valuation (Section 5.4) under Section 5.5(b) as the company is not listed on a specified market.
  • Exempt from minority approval (Section 5.6) under Section 5.7(1)(a) as the fair market value of securities/consideration involving insiders does not exceed 25% of market capitalization.
• Insider Participation (Related-Party Transaction):
  • Insiders purchased an aggregate of 3.19 million units.
  • John Watson (President, Chairman, CEO, Director): Purchased 3.11 million units for $559,800.
  • Watson's Pre-Closing Holdings: 10,152,121 common shares, 77,500 stock options, and 3.85 million warrants (approx. 52.9% undiluted / 60.90% partially diluted).
  • Watson's Post-Closing Holdings: 13,262,121 common shares, 77,500 stock options, and 6.96 million warrants (approx. 58.65% undiluted / 68.46% partially diluted).
• Future Tranches: The company intends to close a second tranche in the coming weeks under the same terms.
• Exchange Approval: Subject to final approval of the TSX Venture Exchange.

Notable Quotes

• None provided in the text.