Nevada Sunrise Gold Corp.
TSX VENTURE : NEV

Nevada Sunrise Gold Corp.

February 13, 2012 06:30 ET

Nevada Sunrise Announces $1.5 Million Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 13, 2012) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

NEVADA SUNRISE GOLD CORPORATION (TSX VENTURE:NEV) (the "Company") is pleased to announce that it has engaged Primary Capital Inc. (the "Agent") to complete a private placement, on a commercially reasonable efforts agency basis, of 12,500,000 units (the "Units") at a price of $0.12 per Unit (the "Offering"). Each Unit will consist of one common share of the Company (a "Share") and one half of one common share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder to purchase an additional common share (a "Warrant Share") at an exercise price of $0.20 per Warrant Share for a period of 24 months from the date of issuance. In the event that the Company's common shares trade at a daily volume weighted average price of greater than $0.32 per share for a period of 20 consecutive trading days at any time after four months and one day after the closing, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof and in such case the Warrants will expire on the 30th day after the date on which such notice is given by the Company.

The Agent has also been granted the option, exercisable prior to the closing of the Offering, to allot and sell up to an additional 4,200,000 Units at the issue price of $0.12 per Unit for additional gross proceeds of up to approximately $500,000 (the "Over-Allotment Option").

In consideration for the services provided by the Agent, the Company will issue to the Agent such number of Units as is equal to 10% of the number of Units sold pursuant to the Offering, including Units sold upon exercise of the Over-Allotment Option.

All securities issued in the Offering are subject to a four-month hold period, during which time the securities may not be traded. The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available.

Proceeds from the Offering will be used to fund the exploration of the Company's North-American precious metals properties and as general working capital.

About Nevada Sunrise Gold Corp.

Nevada Sunrise Gold Corp. is a gold exploration company that has a portfolio of three projects in Nevada. The Company controls about 15,735 acres (6,368 hectares). One of the projects is in an exploration earn-in joint venture agreement for up to $4.5 million in work commitments. The Company applies the exploration experience and technical skills of its founders to search for and acquire new gold exploration projects that are developed internally and then offered for joint venture.

For the latest details on the Company, its properties, management team and philosophy, please visit our website at www.nevadasunrise.com.

Forward Looking Information.

This release may contain forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date such statements were made. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

The Securities of Nevada Sunrise Gold Corporation have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to the account or benefit of any U.S. person.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Nevada Sunrise Gold Corp.
    William B. Henderson
    President and Chief Executive Officer
    (530) 887-9901
    (530) 884-3822 (FAX)
    www.nevadasunrise.com