Nevgold Corp. (“NevGold” or the “Company”) (TSXV:NAU,OTC:NAUFF) (OTCQX:NAUFF) (Frankfurt:5E50) is pleased to announce that it has completed its previously announced private placement financing of units (the “Units”) for gross proceeds of $10,000,000 (the “Offering”). Each Unit, priced at $0.65 per Unit (the “Issue Price”), consists of one common share in the capital of the Company (each a “Common Share”) and one-half of one Common Share Purchase Warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one common share at an exercise price of $0.90 until November 19, 2027. The Warrants are subject to an exercise restriction that expires on January 19, 2026. Clarus Securities Inc. (the “Agent”) was the sole agent and bookrunner for the Offering.
NevGold CEO Brandon Bonifacio says: “We are pleased to announce the completion of our C$10 million financing, which puts the company in a strong financial position to further develop its asset portfolio. We remain focused on progressing the emerging gold-antimony Limousine Butte Project in Nevada following the disaster. Major high-grade antimony discovery made in the Bullet Zone, released October 16, 2025. We are confident that we are one of the most advanced gold-antimony assets in the United States and the timing is optimal because there is a clear government commitment to promoting high-quality, domestic, critical mineral projects. We will also continue to advance our efforts in Idaho on the Nutmeg Mountain Gold Project and the promising Zeus Copper Project. The strongly supported funding is a testament to the growing NevGold platform. We are grateful to our existing and new shareholders and Clarus Securities for the successful offering.”
The Company has issued an aggregate of 15,384,614 Units pursuant to the Offering at a price of $0.65 per Unit. The Company intends to use the net proceeds from the Offering to advance its Limousine Butte gold-antimony project (Nevada), Nutmeg Mountain gold project (Idaho), Zeus copper project (Idaho), working capital and general corporate purposes, as further described in the Company’s offering document under the publicly traded issuer financing exemption dated November 6, 2025, which is published on the Company’s profile at www.sedarplus.ca and on the Company’s website at www.nev-gold.com.
The Offering was conducted pursuant to the terms of an agency agreement between the Company and Agent dated November 19, 2025. In connection with the Offering, Agent received a cash commission of $700,000 and 1,076,922 non-transferable compensation options (each a ” Compensation option “) on the gross proceeds of the Offering. Each Compensation Option entitles the holder to acquire one Common Share at an exercise price of $0.65 until November 19, 2027.
The Offering was completed pursuant to the exemption for financing of listed issuers in accordance with National Instrument 45-106 – Prospectus exemptions and the coordinated general order 45-935 – Exemptions from certain conditions of the financing exemption of listed issuers and the securities issued to purchasers in the Offering are not subject to a hold period under applicable Canadian securities laws. The Compensation Options and the securities issuable upon exercise thereof are subject to a hold period expiring on March 20, 2026 in accordance with applicable Canadian securities laws. The Offering is subject to final approval by the TSX Venture Exchange.
The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the ” Act of 1933 “) or any state securities laws, and accordingly have not been offered or sold within the United States except in accordance with the registration requirements of the 1933 Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction.
ON BEHALF OF THE BOARD
“Signed”
Brandon Bonifacio, president and CEO
For more information, contact Brandon Bonifacio at bbonifacio@nev-gold.com, call 604-337-4997 or visit our website at www.nev-gold.com.
About the company
NevGold is an exploration and development company focused on large-scale mineral systems in the proven Nevada and Idaho districts. NevGold owns a 100% interest in the Limousine Butte (gold-antimony) and Cedar Wash (gold) projects in Nevada, and the Nutmeg Mountain (gold) and Zeus (copper) projects in Idaho.
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 release.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements that are based on the company’s current expectations and estimates. Forward-looking statements are often identified by words such as “plan,” “expect,” “project,” “intend,” “believe,” “anticipate,” “estimate,” “suggest,” “indicate” and other similar words or statements that certain events or circumstances “may” or “will” occur. Forward-looking statements include, but are not limited to, the expected use of proceeds, final approval of the TSX Venture Exchange and the progress of the Company’s mining projects.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual events or results to differ materially from those estimated or anticipated events or results implied or expressed in such forward-looking statements. Such risks include, but are not limited to, general economic, market and business conditions, and the ability to obtain all necessary regulatory approvals. There is a risk that forward-looking statements may not prove to be accurate, that management’s assumptions may not be correct or that actual results may differ materially from such forward-looking statements. Accordingly, readers should not place undue reliance on the forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and, except as required by applicable securities laws, the Company disclaims any intention or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not guarantees of future performance and, therefore, undue reliance should not be placed on such statements due to the inherent uncertainty therein.
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