Nighthawk Gold Corp.
TSX VENTURE : NHK

Nighthawk Gold Corp.

October 13, 2016 07:01 ET

Nighthawk Announces Strategic Investment by Kinross Gold

TORONTO, ONTARIO--(Marketwired - Oct. 13, 2016) -

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.

Nighthawk Gold Corp. ("Nighthawk" or the "Company") (TSX VENTURE:NHK) is pleased to announce that it intends to complete a $10.1 million non-brokered private placement (the "Offering"), including a strategic investment by Kinross Gold Corporation ("Kinross"). Following the completion of the Offering, Kinross will hold approximately 9.5% of Nighthawk's issued and outstanding common shares on an undiluted basis.

The Offering will consist of up to 6,170,000 common shares (the "Common Shares") at a price of $0.50 per Common Share and up to 10,769,231 common shares, which qualify as "flow-through shares" within the meaning of the Income Tax Act (Canada) ("FT Shares") at a price of $0.65 per FT Share for aggregate gross proceeds of up to $10,085,000.

"A strategic investment by Kinross positions Nighthawk well to continue to advance our Indin Lake project. We look forward to building upon this relationship while aggressively pursuing the untapped potential we both believe exists in this gold camp" said Dr. Byron, President and Chief Executive Officer of the Company.

The Offering is expected to close on or about November 3, 2016. The gross proceeds from the sale of the FT Shares will be used for exploration on Nighthawk's properties and the net proceeds from the sale of the Common Shares will be used for general working capital purposes. The Offering remains subject to the approval of the TSX Venture Exchange.

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 TSX Venture Exchange and applicable Canadian securities laws and such other further restrictions as may apply under foreign securities laws.

It is anticipated that insiders of the Company may participate in the Offering. By virtue of their participation, the Offering would constitute a "related party transaction" under applicable securities laws. 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.

PearTree Securities was retained as strategic financial advisor to Nighthawk with respect to the Offering and its negotiations with Kinross. Dundee Securities Ltd. was also retained and will be paid a finder's fee with respect to the Offering.

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.

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 Offering, Kinross' investment, the investor rights agreement, use of proceeds and 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 resources, 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 December 31, 2015, 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.

The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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