
Nation Gold Announces Non-Brokered Private Placement Of Common Shares
The proceeds of the Offering will be used for general working capital, and to evaluate and pursue potential new project opportunities. The Company may pay finder's fees to eligible arm's length finders who locate investors to participate in the Offering. The Offering is subject to the acceptance of the Canadian Securities Exchange (the " Exchange "). The securities issued pursuant to the Offering will be subject to a four-month hold period in accordance with applicable securities laws and the rules of the Exchange. In addition, the securities issued pursuant to the Offering will be subject to contractual escrow restrictions and will be released from escrow pursuant to the following schedule: (i) 25% on the date that is 4 months following the closing date of the Offering (the " Closing Date "); (ii) 25% on the date that is 8 months following the Closing Date; (iii) 25% on the date that is 12 months following the Closing Date; and (iv) 25% on the date that is 16 months following the Closing Date.
It is anticipated that insiders of the Company will participate in the Offering. The participation of any insiders may be considered a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). Such insider participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on any of the exchanges or markets outlined in subsection 5.5(b) of MI 61-101, and the fair market value of the securities to be distributed to the insiders will not exceed 25% of the Company's market capitalization.
The securities described herein 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 accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
About Nation Gold Corp.
Nation Gold Corp. is an exploration company based in Vancouver, BC with a 100% interest in the Cattle Creek Project located near Vernon, BC. The Company is led by a team of mining, exploration and capital markets professionals focused on acquiring multi-million ounce precious metals deposits in Tier 1 mining jurisdictions. Through the identification and acquisition of mineral properties with exploration potential, the Company's mission is to target unrecognized value opportunities in assets located in mining-friendly jurisdictions. For further information, please visit the Company's website at .
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