Nighthawk Gold Corp.
TSX VENTURE : NHK

Nighthawk Gold Corp.

November 01, 2016 15:34 ET

Nighthawk Completes Strategic Investment by Kinross Gold and $10.1 Million Non-Brokered Private Placement

TORONTO, ONTARIO--(Marketwired - Nov. 1, 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 has completed its previously announced non-brokered private placement (the "Offering"), including a strategic investment by Kinross Gold Corporation ("Kinross"). Kinross now holds approximately 9.4% of Nighthawk's issued and outstanding common shares on an undiluted basis.

Pursuant to the Offering the Company issued 6,170,000 common shares (the "Common Shares") at a price of $0.50 per Common Share and 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 $10,085,000.

Dr. Byron, President and Chief Executive Officer of the Company, said: "We are delighted to have Kinross provide a strategic investment, effectively boosting our abilities to unlock the vast potential of our Colomac gold deposit and surrounding Indin Lake Gold camp. We look forward to building a relationship with Kinross as we begin this exciting new growth period for Nighthawk."

The gross proceeds from the sale of the FT Shares will be used for exploration on Nighthawk's Canadian properties and the net proceeds from the sale of the Common Shares will be used for general working capital purposes.

The Common Shares and Flow-Through Shares are subject to a hold period under Canadian law which will expire four months and one day from the date of closing, being March 2, 2017. Certain directors and officers of Nighthawk participated in the Offering, who in the aggregate purchased 40,000 Common Shares and 111,537 FT Shares for aggregate proceeds of $92,500. The Offering remains subject to the final approval of the TSX Venture Exchange.

PearTree Securities was retained as strategic financial advisor to Nighthawk with respect to the Offering and Dundee Securities Ltd. acted as a finder 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 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 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 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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