Nighthawk Proposes Private Placement for up to $5,000,000
Toronto, Ontario, June 3, 2014 – Nighthawk Gold Corp. (“Nighthawk” or the “Company”) (TSX Venture Exchange: NHK) is pleased to announce that it has entered into an agreement in connection with a private placement offering of flow through units (“FT Units”) at a price of $0.40 per FT Unit and units (“Units”) at a price of $0.40 per Unit for aggregate gross proceeds of up to $5,000,000 (the “Offering”). Each FT Unit shall consist of one common share of Nighthawk, which will qualify as a “flow-through share” within the meaning of the Income Tax Act (Canada) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Unit shall be comprised of one common share and one-half of one Warrant. Each Warrant shall entitle the holder thereof to acquire one common share of Nighthawk at a price of $0.50 for a period of 18 months following the closing of the Offering.
A syndicate of agents, led by Primary Capital Inc. (collectively, the “Agents”), have agreed to act on a best efforts agency basis with respect to the Offering. Nighthawk has agreed to pay the Agents a commission equal to 6.0% of the aggregate gross proceeds of the Offering and issue the Agents broker warrants (the “Broker Warrants”) exercisable in the aggregate for that number of common shares of Nighthawk equal in number to 6.0% of the number of FT Units and Units sold under the Offering. The Broker Warrants will be exercisable at a price of $0.45 per common share for a period of 18 months following the closing date of the Offering.
It is anticipated that insiders of the Company may participate in the Offering for greater than 25% of the Offering. By virtue of their participation, the Offering would constitute a “related party transaction” under applicable securities laws. The Offering is scheduled to close on or about June 25, 2014. The Company expects to release a material change report including details with respect to the related party transaction less than 21 days prior to the closing of the Offering, which the Company deemed reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner. As the related party transaction will not exceed specified limits, will constitute a distribution of securities for cash and because the Company is not listed on certain specified exchanges, it is expected that neither a formal valuation nor minority shareholder approval will be required in connection with the Offering.
The gross proceeds from the sale of the FT Units will be used to incur “Canadian exploration expenses” (as such term is defined in theIncome Tax Act (Canada) (the “Tax Act”)), which will also qualify as “flow-through mining expenditures” (as defined in the Tax Act provided the amendments to the term as contained in the February 11, 2014 federal budget become law), on the continued exploration of the Company’s Indin Lake Gold property located in the Northwest Territories. The net proceeds from the sale of the Units will be used for general working capital purposes. The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the acceptance by the TSX Venture Exchange (“TSXV”).
Any securities to be issued under the Offering will be subject to a hold period of four months and a day from the closing date of the Offering in accordance with the rules and policies of the TSXV and applicable Canadian securities laws and such other further restrictions as may apply under foreign securities laws.
Nighthawk Gold Corp.
Nighthawk is a Canadian-based exploration company focused on acquiring and developing gold mineral properties in the Northwest Territories, Canada. Its land position covers 229,791 acres or 930 square kilometres in the Indin Lake Gold Camp, located approximately 220 kilometres north of Yellowknife, Northwest Territories.
For more information about the Company, please visit www.nighthawkgold.com.
Certain information set forth in this news release may contain forward-looking information that are based on the then current expectations, beliefs, assumptions, estimates and forecasts about the Company’s business and the industry and markets in which it operates. Forward-looking information in this press release includes statements with respect to insider participation in the Offering, the completion of, and the expected use of proceeds from, the Offering, and the Offering being exempt from minority approval and formal valuation requirements pursuant to applicable securities laws. Assumptions and factors underlying the Company’s expectations regarding forward-looking information contained herein include, among others: that financing will be available if and when needed on reasonable terms; that general business and economic conditions will not change in a material adverse manner; that the Company’s current exploration activities can be achieved and that its other corporate activities will proceed as expected; and governmental and other approvals required to conduct the Company’s planned exploration activities will be available on reasonable terms and in a timely manner. Readers are cautioned that the assumptions used in the preparation of such forward-looking information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking information.
Forward-looking information also involves known and unknown risks and uncertainties and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information, including, among others: risks related to the availability of financing on commercially reasonable terms and the use of proceeds; changes in the market or potential downturns in economic conditions; industry conditions; volatility of commodity prices; risks associated with the uncertainty of exploration results and estimates; currency fluctuations; dependency upon regulatory approvals; changes in laws and regulations; and delays in obtaining governmental or other approvals or financing. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. This press release is not, and is not to be construed in any way as, an offer to buy or sell securities in the United States. The Company undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information.
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.
For more information, please contact:
David Wiley, President & CEO
Nighthawk Gold Corp.
(416) 363-4567 (FAX)
Email: [email protected]