NEVADA KING AND NV KING GOLDLANDS ANNOUNCE COMPLETION OF SPIN-OUT

Rhea-AI Summary

Nevada King Gold Corp. (TSXV: NKG) (OTCQX: NKGFF) and NV King Goldlands Inc. have completed their strategic reorganization, spinning out all of Nevada King's concessions except the Atlanta Gold Mine Project. Shareholders received one new Nevada King share and one-thirtieth of an NV Goldlands share for each Nevada King share held. NV Goldlands now holds target areas along the Battle Mountain trend, including Lewis, Horse Mountain-Mill Creek, and Iron Point projects.

Nevada King granted NV Goldlands a 3.0% net smelter return (NSR) royalty on gold and silver production from Atlanta. NV Goldlands will operate as a reporting issuer but won't be listed on a public stock exchange. Collin Kettell, a significant shareholder, received 2,066,034 NV Goldlands shares and 271,833 options, representing approximately 19.95% of NV Goldlands' shares if options are exercised.

Positive

• Strategic reorganization to unlock value in Nevada King's large portfolio of mineral claims
• NV Goldlands acquired valuable target areas along the Battle Mountain trend
• Nevada King granted a 3.0% NSR royalty to NV Goldlands on Atlanta production

Negative

• NV Goldlands will not be listed on a public stock exchange, potentially limiting liquidity for shareholders
• Dilution of Nevada King shareholders' interests through the spin-out of assets

VANCOUVER, BC, Aug. 1, 2024 /PRNewswire/ - Nevada King Gold Corp. (TSXV: NKG) (OTCQX: NKGFF) ("Nevada King") and NV King Goldlands Inc. ("NV Goldlands") are pleased to announce that they have completed the previously announced strategic reorganization of their business pursuant to which all of Nevada King's concessions and properties with the exception of the Atlanta Gold Mine Project ("Atlanta") have been spun out to Nevada King shareholders (the "Spin-Out") through NV Goldlands.

The Spin-Out was completed by way of a statutory plan of arrangement (the "Arrangement") pursuant to the Business Corporations Act (British Columbia). Pursuant to the Arrangement, the holders of Nevada King common shares will receive: (i) one new Nevada King common share for each Nevada King common share they held immediately prior to the effective time of the Arrangement; and (ii) one-thirtieth of one NV Goldlands common share (each one a "NV Goldlands Share") for each Nevada King common share held immediately prior to the effective time of the Arrangement.

The Spin-Out was completed as part of a strategic reorganization to unlock value in Nevada King's large portfolio of mineral claims in the State of Nevada. The target areas along the Battle Mountain trend now held by NV Goldlands include the Lewis, Horse Mountain-Mill Creek, and Iron Point projects. In connection with the Spin-Out, Nevada King also granted NV Goldlands a 3.0% net smelter return ("NSR") royalty on all gold and silver production from Atlanta including the Atlanta resource area and non-core claims surrounding the Atlanta Gold Mine Project. The 3.0% NSR royalty on the Bobcat claims will take effect upon fulfilling the existing royalty on the Bobcat claims which is a 3.0% royalty capped at the first 4,000 ounces of gold equivalent production.

NV Goldlands will not be listed on a public stock exchange on closing of the Arrangement but will operate as a reporting issuer.

Further information regarding the Spin-Out is set out in Nevada King's information circular dated June 14, 2024 (the "Nevada King Information Circular"), which is filed under Nevada King's SEDAR+ profile at www.sedarplus.ca.

Early Warning

As a shareholder of Nevada King, Collin Kettell received, pursuant to the Arrangement, an aggregate of 2,066,034 NV Goldlands Shares and 271,833 options to purchase NV Goldlands Shares ("Options") on the Effective Date. Prior to the completion of the Arrangement, Mr. Kettell did not own any securities of NV Goldlands. As at the date hereof, the 2,066,034 NV Goldlands Shares held by Mr. Kettell represent approximately 18.05% of the total issued and outstanding NV Goldlands Shares and the 2,066,034 NV Goldlands Shares and the 271,833 Options collectively represent approximately 19.95% of the issued and outstanding NV Goldland Shares, assuming exercise of the Options. Mr. Kettell acquired the NV Goldlands Shares as a result of the Arrangement and intends to hold them for investment purposes only. Depending on market and other conditions, or as future circumstances may dictate, Mr. Kettell may, from time to time, increase or decrease their holdings of NV Goldlands Shares or other securities of NV Goldlands. Mr. Kettell's address is 102 Calle Sol, Apt 1, San Juan, Puerto Rico 00901.

For further information and to obtain a copy of the early warning report filed under applicable Canadian securities laws in connection with the acquisition of NV Goldlands Shares by Mr. Kettell, please see NV Goldlands' SEDAR+ profile at www.sedarplus.ca.

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 release.

Cautionary Statements Regarding Forward Looking Information

This news release contains certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable securities legislation. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or" should" occur or be achieved. All statements, other than statements of historical fact, included herein, without limitation, the benefits of the proposed Spin-Out are forward-looking statements. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by Nevada King, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, the ability to complete proposed exploration work, the results of exploration, continued availability of capital, and changes in general economic, market and business conditions. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these items. Nevada King does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by applicable securities laws.

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SOURCE Nevada King Gold Corp.

FAQ

What is the stock symbol for Nevada King Gold Corp?

Nevada King Gold Corp trades under the symbols TSXV: NKG and OTCQX: NKGFF.

How many NV Goldlands shares did Nevada King shareholders receive in the spin-out?

Nevada King shareholders received one-thirtieth of one NV Goldlands share for each Nevada King share held prior to the arrangement.

What royalty did Nevada King grant to NV Goldlands on the Atlanta Gold Mine Project?

Nevada King granted NV Goldlands a 3.0% net smelter return (NSR) royalty on all gold and silver production from the Atlanta Gold Mine Project.

Will NV Goldlands be listed on a public stock exchange?

No, NV Goldlands will not be listed on a public stock exchange but will operate as a reporting issuer.