Nevgold Resource Corp.
TSX VENTURE : NDG

Nevgold Resource Corp.

January 23, 2012 07:00 ET

Nevgold Resource Corp. Obtains Interim Court Order and Mails Proxy Materials for Proposed Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 23, 2012) - Nevgold Resource Corp. ("Nevgold") (TSX VENTURE:NDG) is pleased to announce that it has obtained an interim order from the Supreme Court of British Columbia with respect to the proposed plan of arrangement (the "Arrangement") involving Nevgold, its securityholders and Silver Predator Corp. ("Silver Predator") (TSX:SPD) pursuant to which Silver Predator will acquire all of the outstanding securities of Nevgold (the "Proposed Transaction"). Nevgold is mailing to its securityholders the applicable proxy materials in respect of the Proposed Transaction. The special meeting of securityholders of Nevgold to approve the plan of arrangement is scheduled to be held at 10:00 a.m. (Vancouver time) on Friday, February 17, 2012 in Vancouver, British Columbia.

A description of the principal terms of the Proposed Transaction may be found in the proxy materials in the notice of meeting and information circular being mailed to securityholders of Nevgold. The proxy materials being mailed to securityholders and the amended and restated arrangement agreement dated effective January 10, 2012 between Nevgold and Silver Predator in respect of the Proposed Transaction may be found under the SEDAR profile of Nevgold at www.sedar.com.

Upon the completion of the Proposed Transaction, Nevgold will be a wholly-owned subsidiary of Silver Predator, and the former shareholders of Nevgold will own approximately 18.8% of the issued and outstanding common shares of Silver Predator.

The Proposed Transaction is to be completed by way of a statutory plan of arrangement and is subject to customary closing conditions, including approval of the Arrangement by (i) 66 2/3% of the votes cast by Nevgold shareholders, Nevgold optionholders and Nevgold warrantholders, voting together as one class, (ii) 66 2/3% of the votes cast by Nevgold shareholders and (iii) a simple majority of the votes cast by Nevgold shareholders (other than Nathan Tewalt and Thomas Chadwick) at the special meeting of securityholders of Nevgold. The Proposed Transaction is also subject, among other things, to the final approval of the Toronto Stock Exchange, the TSX Venture Exchange and the British Columbia Supreme Court. Closing of the Proposed Transaction is expected to take place shortly following the Nevgold securityholders approving the Proposed Transaction and the requisite final court approval being obtained. It is anticipated that the Proposed Transaction will be completed on or about February 28, 2012.

None of the securities anticipated to be issued under the Proposed Transaction have been or will be registered under the United States Securities Act of 1933, as amended, (the "Securities Act") or any state securities laws, and such securities are anticipated to be issued in the United States pursuant to exemptions from such registration requirements. This press release shall not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction where such an offer or sale would be unlawful. Neither the US Securities and Exchange Commission nor any US state securities commission has approved of the securities to be issued under the Proposed Transaction or determined if this document is accurate or complete. Any representation to the contrary is a criminal offence in the United States. The securities to be issued under the Proposed Transaction are intended to be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof and only to the extent that corresponding exemptions from the registration or qualification requirements of state "blue sky" securities laws are available. The securities to be issued under the Proposed Transaction may not be offered or sold in the United States except pursuant to an exemption from the Securities Act or in a transaction not subject to the registration requirements of the Securities Act.

Forward-Looking Statements

This news release contains certain forward-looking information and statements with the meaning of applicable Canadian and United States securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "confident", "might", "proposed" and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the foregoing, this news release contains forward-looking information and statements pertaining to the Proposed Transaction and the proposed terms and timing thereof.

The forward-looking information and statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated and described in the forward-looking statements. Such information and statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information or statements. These include, but are not limited to, risks associated with fluctuations in the market price of the Silver Predator or Nevgold's common shares, commodity price and exchange rate fluctuations and uncertainties and risks relating to the outcome of the Proposed Transaction on the market price, marketability and liquidity of Silver Predator or Nevgold's common shares risks associated with exploration, development and production and other risks and uncertainties described herein and in the disclosure documents of Silver Predator and Nevgold filed on the SEDAR website at www.sedar.com. All forward-looking statements are based on various assumptions including, without limitation, the presence of and continuity of minerals and metals at a project at modeled grades, the availability of equipment, exchange rates and the continued availability of financing. Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.

The forgoing list of assumptions, risks and uncertainties is not exhaustive. The forward-looking information and statements contained in this news release speak only as of the date of this news release, and Nevgold assumes no obligation to update publicly or revise any forward-looking information or statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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

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