Nighthawk Closes C$5.63 Million Private Placement of Flow-Through Units

TSX: NHK

TORONTO, Dec. 10, 2021 /CNW/ - Nighthawk Gold Corp. ("Nighthawk" or the "Company") (TSX: NHK) (OTCQX: MIMZF) is pleased to announce that it has closed a non-brokered private placement for aggregate gross proceeds of C$5,630,000 (the "Offering"). The Offering consisted of the issuance of 5,630,000 units of the Company (each a "FT Unit") at a price of C$1.00 per FT Unit.  Each FT Unit consists of one common share of the Company, which qualify as "flow-through shares" within the meaning of the Income Tax Act (Canada) (a "FT Share") and one-half of one non-flow-through common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one common share of the Company (a "Warrant Share") at a price of $1.50 per Warrant Share until December 9, 2024.

Keyvan Salehi, President and CEO commented, "We successfully completed 72,325 metres of drilling this year focused on the delineation of near-surface mineralization proximal to Colomac. Next year we anticipate another busy and exciting year as we look to further increase the global resource base, where we anticipate completing upwards of 100,000 metres of drilling. This financing provides us with the necessary capital to carry out the first part our 2022 exploration program, which is expected to commence towards the end of March 2022.  

The gross proceeds from the sale of the FT Units will be used for exploration expenditures on Nighthawk's district-scale land position located in Canada's Northwest Territories.  In connection with the Offering, the Company paid a cash finder's fee and issued 336,000 non-transferable finder warrants. Each finder warrant is exercisable for one common share of the Company at a price of $1.50 until December 9, 2023.  Laurentian Bank Securities Inc. acted as advisor to the Company in connection with the Offering.

The Offering remains subject to the receipt of the final approval of the Toronto Stock Exchange. All securities issued pursuant to this Offering are subject to a restricted hold period of four months and a day, ending on April 10, 2022, under applicable Canadian securities legislation. 

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Nighthawk

Nighthawk is a Canadian-based gold exploration company with 100% ownership of a district-scale land position within the Indin Lake Greenstone Belt, located approximately 200km north of Yellowknife, Northwest Territories, Canada. Within this largely under explored Archean gold camp, the Company has identified a number of high-priority targets all centred around a growing deposit. These targets lie within large regional deformation zones that contain gold mineralization which warrant additional exploration and follow-up. The main objectives over the next 6-12 months will be to carry out exploration to foster resource expansion opportunities as well as testing new, near-surface discoveries that support the growth of the global mineral resource base.

The Company has an experienced and dedicated team with a track record of successfully advancing projects and is well funded and supported to advance its near-term goals and objectives.

Neither the Toronto Stock Exchange has neither reviewed nor 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 Company's exploration initiatives and the use of proceeds. 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, pandemics, including COVID-19, 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 annual information form for the year ended December 31, 2021, 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.

SOURCE Nighthawk Gold Corp.

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