News Release

News Release

Nighthawk Closes $25.1 Million in Equity Financings

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

Toronto, Ontario, March 2, 2017 – Nighthawk Gold Corp. (“Nighthawk” or the “Company”) (TSX Venture Exchange: NHK) is pleased to announce that it has closed the bought deal private placement (the “Offering”) announced on February 7 and February 8, 2017, which was led by PI Financial Corp. on behalf of a syndicate of underwriters which included Cannaccord Genuity Corp. (the “Underwriters”) and that the over-allotment option granted to the Underwriters was exercised in full. The Company is also pleased to announce that it has completed a non-brokered private placement (the “Non-Brokered Offering”).

“The successful closing of this financing ensures Nighthawk has the resources to continue advancing our flagship Colomac Gold Project, and positions us to deliver on the many priority targets within our regional Indin Lake Gold Property. We look forward to an aggressive 2017 exploration program; our busiest to-date," said Dr. Michael Byron, President and CEO.

Pursuant to the Offering, the Company issued an aggregate of 12,365,593 flow-through units (“FT Units”), which underlying common shares qualify as “flow-through shares” within the meaning of the Income Tax Act (Canada), at a price of $0.93 per FT Unit and 16,428,573 units (“Units”) at a price of $0.70 per Unit, for aggregate gross proceeds of $23,000,002. Each Unit is comprised of one common share and one-half of one transferable common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each FT Unit is comprised of one flow-through common share and one-half of one Warrant (issued on a non-flow-through basis). Each Warrant entitles the holder thereof to acquire one common share of the Company at a price of $1.10 until September 2, 2018.

In connection with the Offering, the Underwriters received a cash fee and 824,631 non-transferable compensation options. Each compensation option is exercisable into one common share of the Company at a price of $0.70 until September 2, 2018.

Pursuant to the Non-Brokered Offering, the Company issued 3,027,926 Units at a price of $0.70 per Unit, for aggregate gross proceeds of $2,119,548. 

The gross proceeds from the sale of the FT Units will be used for general exploration expenditures on Nighthawk’s Indin Lake Gold Property located in the Northwest Territories. The net proceeds from the sale of the Units under the Offering and the gross proceeds from the sale of the Units under the Non-Brokered Offering will be used for general working capital purposes.

The FT Units and Units issued under the Offering and Non-Brokered Offering, as applicable, are subject to a hold period under Canadian law which will expire four months and one day from the closing date of the Offering and the Non-Brokered Offering, being July 3, 2017. Certain directors and officers of the Company participated in the Offering who in aggregate purchased 216,771 Units for aggregate proceeds of $151,740. The Offering and Non-Brokered Offering remain subject to the final approval of the TSX Venture Exchange.

After giving effect to this Offering and Non-Brokered Offering, Nighthawk is well financed with approximately $38.4 million in working capital, of which $20.2 million in flow-through expenditure commitments remain to be spent by December 31, 2017 ($8.7 million) and December 31, 2018 ($11.5 million).

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Nighthawk

Nighthawk is a Canadian-based exploration company focused on acquiring and developing gold mineral properties in the Northwest Territories and Northern Ontario. Including the mineral claims and leases of the Colomac Gold Project, Nighthawk’s Indin Lake Gold Property comprises a total land package of 222,203 acres in the Indin Lake Greenstone Belt, located approximately 200 kilometres north of Yellowknife, Northwest Territories. Nighthawk also holds a 100% interest in the property known as the Superior Project, which covers 39,015 acres approximately 85 kilometres north of Sault Ste. Marie, Ontario.

FOR FURTHER INFORMATION ON NIGHTHAWK PLEASE CONTACT:
Mr. Michael G. Leskovec, Chief Financial Officer
Nighthawk Gold Corp.
Tel: (416) 628-5940 or via email at [email protected]

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.

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, information with respect to the use of proceeds and the TSX Venture Exchange acceptance. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Nighthawk to be materially different from those expressed or implied by such forward-looking information, including risks associated with the exploration, development and mining such as economic factors as they effect exploration, future commodity prices, changes in foreign exchange and interest rates, actual results of current exploration activities, government regulation, political or economic developments, environmental risks, permitting timelines, capital expenditures, operating or technical difficulties in connection with development activities, employee relations, the speculative nature of gold exploration and development, including the risks of diminishing quantities of grades of reserves, contests over title to properties, and changes in project parameters as plans continue to be refined as well as those risk factors discussed in Nighthawk’s management discussion and analysis for the year ended July 31, 2016, available on www.sedar.com.  Although Nighthawk has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Nighthawk does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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