NV Gold Corporation announced a non-brokered private placement of 8,333,333 units at a price of CAD 0.06 per unit for gross proceeds of CAD 500,000 on February 23, 2023. Each unit will consist of one common share and one-half of one common share purchase warrant. Each whole warrant will be exercisable into one common share at a price of CAD 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 CAD 0.30 per common share for a period of 10 consecutive trading days.

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 transaction is subject to certain customary conditions, including, without limitation, approval of the TSX Venture Exchange. The securities to be issued under the transaction will be offered pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. Securities issued under the transaction will be subject to a hold period which will expire four months and one day from the date of closing of the transaction.