Nation Gold Announces Definitive Agreement for 100% Acquisition of the Bonito Gold-Silver Project in New Mexico and Announces Non-Brokered Private Placement of Common Shares of up to $2.2 Million

Executive Summary

• Nation Gold Corp. entered a definitive purchase agreement to acquire 100 % of the Bonito gold‑silver project in New Mexico, issuing 13 million common shares at $0.20 per share and paying $300,000 cash.
• The transaction includes a 2 % NSR royalty to Stream Metals LLC and staggered lock‑up periods for the issued shares (4, 8, 12, 18 months).
• Concurrently, the company announced a non‑brokered private placement of up to 11 million common shares at $0.20 per share to raise up to $2.2 million in gross proceeds for general working capital.

Key Details

• Acquisition Consideration
• 13,000,000 common shares (deemed issue price $0.20/share) issued to nominees of Cannon Bridge.
• Cash consideration: $300,000 total
  • $25,000 already paid
  • $175,000 payable on Closing Date
  • $100,000 payable upon either receipt of an initial drill permit for Bonito or 18 months after Closing.
• Royalty & Hold‑up
• 2 % net smelter return royalty to Stream Metals LLC.

• Share lock‑up schedule:

  • 3,250,000 shares released 4 months post‑closing
  • 3,250,000 shares released 8 months post‑closing
  • 3,250,000 shares released 12 months post‑closing
  • 3,250,000 shares released 18 months post‑closing

• Bonito Project Highlights

• 25 unpatented mineral claims in the Nogal‑Bonito Mining District, New Mexico.
• Historical investment of ~US$10 million (≈3,000 m of drilling in 75 holes).
• Notable historic drill intercepts:
  • 66 ft @ 0.076 oz/t Au & 2.10 oz/t Ag
  • 150 ft @ 0.043 oz/t Au & 2.36 oz/t Ag
  • 100 ft @ 0.063 oz/t Au & 2.31 oz/t Ag
  • 148 ft @ 0.036 oz/t Au & 1.237 oz/t Ag
• No modern drilling below 120 m; potential large Cu‑Au‑Mo porphyry system at depth.

• Historical resource estimate: ~3.6 Mt @ 0.058 oz/t Au (inferred, not NI 43‑101 compliant).

• Private Placement Offering

• Up to 11,000,000 common shares at $0.20 per share → up to $2,200,000 gross proceeds.
• Potential finder compensation: cash fees up to 8 % of gross proceeds and warrants up to 8 % of shares issued to finder‑sourced purchasers.
• Proceeds earmarked for general working capital.

• Shares subject to a four‑month statutory hold period; insiders may participate (treated as related‑party transactions under MI 61‑101).

• Regulatory & Closing Conditions

• Transaction subject to Exchange approval and customary conditions precedent.
• No finder's fee payable for the acquisition itself.

Notable Quotes

“With the upward price trends in the gold and silver market, the Bonito Project represents a compelling opportunity to potentially unlock value from a potentially large, underexplored gold‑silver system.” – Mark Bailey, CEO & Director

All forward‑looking statements are subject to risks and uncertainties detailed in the release.