NV Gold Announces Closing of First Tranche of Private Placement

11/06/2025 – 01:50 AM

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dissemination in the United States

VANCOUVER, BC / November 6, 2025 / NV Gold Corporation (TSXV:NVX)(OTCQB:NVGLF)(FSE:8NV) (“NV Gold” or the “Company”) is pleased to announce that it has closed the first tranche (the “First Tranche”) of its non-brokered private placement (the “Private Placement”) as previously announced in the Company’s news release dated October 22, 2025. The Company intends to close a second tranche of the Private Placement in the coming weeks under the same terms.

In connection with the First Tranche, NV Gold issued 3,423,330 units (each, a “Unit”) at a price of $0.18 per Unit for aggregate gross proceeds of $616,199. Each Unit consists of one common share in the capital of the Company (each, a “Common Share”)and one non-transferable Common Share purchase warrant (each, a “Warrant”). Each Warrant is exercisable into one Common Share at a price of $0.40 per Common Share for a period of 24 months from the date of issuance.

The Company intends to use the proceeds of the First Tranche for exploration at the Company’s Slumber Gold Project and for working capital and general corporate purposes.

All securities issued pursuant to the First Tranche will be subject to a statutory hold period of four months plus one day from the date of issuance, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada. No finder’s fees were paid in connection with the First Tranche.

The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the securities distributed in the First Tranche nor the consideration received for those securities, in so far as the First Tranche involves such insiders, exceeds 25% of the Company’s market capitalization.

Certain insiders of the Company purchased an aggregate of 3,190,000 Units under the First Tranche, constituting, to that extent, a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has completed the First Tranche in reliance on exemptions available under MI 61-101 from the formal valuation and minority approval requirements of MI 61-101. Specifically, the First Tranche is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101 as the Company is not listed on a specified market within the meaning of MI 61-101. Additionally, the First Tranche is exempt from the minority approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 insofar as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Units purchased by the insiders exceeds 25% of the Company’s market capitalization. The Company did not file a material change report more than 21 days before the expected closing of the First Tranche as the details of the First Tranche and participation therein by each “related party” were not finalized until shortly prior to closing and the Company wished to close the First Tranche as soon as practicable for sound business reasons.

None of the securities sold in connection with the First Tranche have been and will not be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.

The First Tranche and any subsequent tranches are subject to the final approval of the TSX Venture Exchange.

Early Warning Disclosure

John Watson, President, Chairman, CEO and a director of the Company, purchased a total of 3,110,000 Units in the First Tranche at a price of $0.18 per Unit for aggregate consideration of $559,800. Prior to closing of the First Tranche, Mr. Watson held 10,152,121 Common Shares, 77,500 stock options and 3,850,000 common share purchase warrants, with each stock option and warrant entitling Mr. Watson to purchase one additional Common Share upon payment of additional consideration to the Company. These Common Shares, stock options and warrants represented approximately 52.9% of the Company’s then-issued and outstanding Common Shares on an undiluted basis and approximately 60.90% of the Company’s then-issued and outstanding Common Shares on a partially diluted basis, assuming conversion of Mr. Watson’s stock options and warrants into Common Shares. Following the completion of the First Tranche, Mr. Watson beneficially owns and controls an aggregate of 13,262,121 Common Shares, 77,500 stock options and 6,960,000 common share purchase warrants, representing approximately 58.65% of the Company’s issued and outstanding Common Shares on an undiluted basis and approximately 68.46% of the Company’s issued and outstanding Common Shares on a partially diluted basis, assuming conversion of Mr. Watson’s stock options and warrants into Common Shares.

The Units were acquired by Mr. Watson for investment purposes. Mr. Watson may acquire additional securities of the Company, including on the open market or through private acquisitions, or sell securities of the Company, including on the open market or through private dispositions, in the future depending on market conditions, reformulation of plans and/or other relevant factors.

NV Gold Completes First Tranche of Private Placement, Securing $616,199 for Slumber Gold Project

Vancouver, BC – In a move signaling continued investor confidence and
internal support, NV Gold Corporation (NVGLF, NVX) announced the successful
closure of the first tranche of its non-brokered private placement on
November 6, 2025. The offering, which garnered gross proceeds of $616,199,
will fuel exploration efforts at the company’s Slumber Gold Project and
bolster its working capital.

The financing involved the issuance of 3,423,330 units at a price of $0.18
per unit. Each unit comprises one common share and a warrant, exercisable
at $0.40 for a period of 24 months, potentially providing a future influx
of capital upon exercise. This structure allows existing investors to
increase their position in the company should they retain confidence moving
forward.

Notably, company insiders demonstrated strong confidence in NV Gold’s
prospects, snapping up a substantial 3,190,000 units. John Watson,
President, Chairman, and CEO, spearheaded this insider participation,
purchasing 3,110,000 units for $559,800. This move solidifies Watson’s
position as a major shareholder, increasing his stake to 58.65% on an
undiluted basis (approximately 68.46% partially diluted). The significant
insider participation underscores the company’s belief in its strategy and
the potential of the Slumber Gold Project. However, the substantial
increase in insider ownership also raises concerns regarding shareholder
concentration and the potential impact on minority shareholders.

While the influx of capital is undoubtedly positive, the private placement
does come with potential dilution risks for existing shareholders. The
issuance of 3,423,330 warrants, if fully exercised, would increase the
number of outstanding shares, potentially lowering the value of existing
holdings. Moreover, the newly issued securities are subject to a statutory
hold period of four months plus one day, limiting their immediate
liquidity.

NV Gold’s decision to proceed with a non-brokered private placement
suggests a strategic choice to minimize transaction costs. The company
aims to deploy these funds efficiently towards its core exploration
activities. The Slumber Gold Project represents NV Gold’s flagship
asset, as the Company believes exploration will yield positive results.

The completion of this first tranche is contingent upon final approval from
the TSX Venture Exchange. This financing allows the company to progress its
exploration, hopefully enhancing shareholder value at Slumber Gold.