Nevada Exploration Inc.

TSX VENTURE : NGE


Nevada Exploration Inc.

December 05, 2012 08:45 ET

Nevada Exploration Announces Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 5, 2012) -

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Nevada Exploration Inc. ("NGE") (TSX VENTURE:NGE) announces a non-brokered private placement offering of up to 10,000,000 units (the "Units") at a price of $0.10 per Unit (the "Offering"), for total gross proceeds of up to $1,000,000. Each Unit will consist of one common share and one-half of one non-transferable common share purchase warrant. Each whole warrant will entitle the holder to purchase one common share at an exercise price of $0.15 for a period of one year, subject to an accelerated expiry provision described below. Proceeds from the offering will be used to advance NGE's exploration projects, and for general working capital.

The Offering is scheduled to close on or about December 20, 2012, and is subject to receipt of all necessary regulatory and stock exchange approvals. The securities issued at closing of the Offering will be subject to a four month hold period from the date of issue, as well as to any other re-sale restrictions imposed by applicable securities regulatory authorities.

Subject to approval by the TSX Venture Exchange and applicable securities legislation, NGE may pay eligible arms-length finders a finder's fee of up to 8% of the gross proceeds raised, in addition to a number of Compensation Warrants equal to 8% of the total Units subscribed. The Compensation Warrants shall be issued on the same terms as the Warrants issued under the Offering.

If, on any 20 consecutive trading days after the issuance of the Units, the closing sales price (or closing bid price on days when there are no trades) of the common shares of NGE quoted on the TSX Venture Exchange is greater than $0.25, NGE may accelerate the expiry date of the Warrants to the 30th day after the date on which NGE gives notice to the Warrant holder of such acceleration.

The securities issued by NGE have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or the securities laws of any state of the United States, and may not be offered or sold in the United States absent registration, or an applicable exemption therefrom, under the 1933 Act and the securities laws of all applicable states.

Nevada Exploration Inc.

NGE is an exploration company focused on gold in Nevada. NGE is led by an experienced management team that has been involved with the discovery of more than 30 million ounces of gold in Nevada.

NGE is aggressively applying the latest in covered deposit exploration technology to identify, acquire, and advance new exploration properties in Nevada's highly prospective, yet underexplored covered basins. Specifically, NGE has developed proprietary hydrogeochemistry (groundwater chemistry) exploration technology to explore for gold in Nevada's covered basins where traditional exploration techniques are challenged.

Using its industry leading exploration technology, NGE has assembled a portfolio of nine new gold projects, and with over 13,500 hectares (52 sq mi), is evolving as a major player in this world class jurisdiction. NGE's business model is to leverage its properties and technology to create shareholder value through generative exploration, joint ventures, and other exploration partnerships.

Cautionary Statement on Forward-Looking Information:

This release contains certain "forward-looking statements" including, without limitation, expectations, beliefs, plans and objectives regarding the potential transactions and ventures discussed in this release. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are the risks inherent in mineral exploration, the need to obtain additional financing, environmental permits, the availability of needed personnel and equipment for exploration and development, fluctuations in the price of minerals, and general economic conditions.

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.

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