NV Gold arranges private placement, debt settlement

Executive Summary

• NV Gold Corp. has arranged a non-brokered private placement for gross proceeds of up to $1 million through the issuance of 5,555,555 units at $0.18 per unit.
• The company is settling a loan debt of $168,213.70 (U.S.) with CEO John Watson by issuing 1,684,780 common shares at a deemed price of $0.14 per share.
• Mr. Watson is committing to subscribe for 3.2 million units ($576,000) in the private placement, constituting a related-party transaction exempt from formal valuation under Multilateral Instrument 61-101.

Key Details

• Private Placement Structure:
  • Gross proceeds: Up to $1,000,000.
  • Units issued: Up to 5,555,555 units.
  • Price per unit: $0.18.
  • Unit composition: One common share and one common share purchase warrant.
  • Warrant terms: Each warrant allows the holder to acquire one additional common share at $0.40 per share for a period of 24 months from issuance.
  • Use of proceeds: Initiate a drill program, possible land acquisitions, and general corporate purposes.
  • Hold period: Four months and one day from the date of issuance.
  • Regulatory status: Subject to regulatory approval and TSX Venture Exchange approval.
• Debt Settlement:
  • Creditor: John Watson (President, Chairman, CEO, and Director).
  • Debt amount: $168,213.70 (U.S.) / $235,869.25 (Canadian), including accrued interest.
  • Shares issued: 1,684,780 common shares.
  • Deemed price: $0.14 per share.
  • Hold period: Four months and one day from the date of issuance.
  • Regulatory status: Subject to all necessary regulatory approvals, including TSX-V acceptance.
• Related-Party Transaction Details:
  • Mr. Watson’s subscription: 3.2 million units for an aggregate price of $576,000.
  • MI 61-101 Exemption: The transaction is exempt from formal valuation and minority shareholder approval requirements because the fair market value of securities issued to Mr. Watson and the consideration do not exceed 25% of the company's market capitalization.
• Company Overview:
  • NV Gold Corp. is an exploration company based in Vancouver, B.C., and Reno, Nev.
  • Portfolio: 21 exploration projects in Nevada comprising 639 100%-company-owned lode mining claims totaling 53.4 square kilometers.
  • Shares outstanding: 19.2 million.