Press Release Details 5.23.0

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NV Gold Corporation Announces Non-Brokered Private Placement


Not for dissemination in the United States or through U.S. newswires

VANCOUVER, BC / ACCESSWIRE / February 23, 2023 / NV Gold Corporation (TSXV:NVX)(OTCQB:NVGLF)(FSE:8NV) (" NV Gold " or the " Company ") is pleased to announce that it intends to undertake a non-brokered private placement (the " Private Placement ") for gross proceeds of up to $500,000 comprising of 8,333,333 units (each, a " Unit ") at a price of $0.06 per Unit. Each Unit will consist of one common share in the capital of the Company (a " Common Share ") and one-half of one common share purchase warrant (a " Warrant "). Each whole Warrant will be exercisable into one Common Share at a price of $0.12 per Warrant for a period of two years from the date of issuance, subject to an acceleration provision should the Company's Common Shares have a closing price of $0.30 per Common Share for a period of 10 consecutive trading days.

In connection with the Private Placement, the Company may pay a finder's fee within the maximum amount permitted by the policies of the TSX Venture Exchange. The Private Placement may close in multiple tranches as subscriptions are received. Each closing is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals.

Closing of the Private Placement is subject to certain customary conditions, including, without limitation, approval of the TSX Venture Exchange. The securities to be issued under the Private Placement will be offeredpursuant to applicable exemptions from the prospectus requirements under applicable securities laws. Securities issued under the Private Placement will be subject to a hold period which will expire four months and one day from the date of closing of the Private Placement. The Private Placement will be available under the accredited investor exemption as well as the existing shareholder exemption.

This news 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 U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

The Company intends to use the proceeds to advance the exploration of its wholly owned exploration properties in Nevada and for general and administration expenses.

About NV Gold Corporation

NV Gold Corporation is a well-organized exploration company with ~80 million shares issued and no debt. NV Gold has 21 exploration projects in Nevada comprising 639 100%-Company-owned lode mining claims totaling 53.4 square kilometers (20.6 square miles) The Company is based in Vancouver, British Columbia, and Reno, Nevada and is focused on delivering value through mineral discoveries in Nevada, USA. Leveraging its expansive property portfolio, its highly experienced in-house technical team, and its extensive geological data library, 2023 promises to be highly productive for NV Gold.

On behalf of the Board of Directors,

John Seaberg, Director, and CEO

For further information, visit the Company's website at or contact

Freeform Communications at 604.245.0054

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

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation and statements that are based on the beliefs of management and reflect the Company's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Such statements and information reflect the current view of the Company and include, without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things: the anticipated proceeds to be raised under the Private Placement; the use of any proceeds raised under the Private Placement; the finder's fees to be paid in connection with the Private Placement; the closing of the Private Placement; and the Company receiving the approval of the TSX Venture Exchange in connection with the Private Placement. Risks and uncertainties may cause actual results to differ materially from those contemplated in those forward-looking statements and information. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information or forward-looking statements that are contained or referenced herein, except as may be required in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice regarding forward-looking information and statements.

SOURCE: NV Gold Corporation

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