Nighthawk Gold Closes C$11.3 Million Bought Deal Private Placement

Nighthawk Gold Corp. (“Nighthawk” or the “Company”) (TSX: NHK; OTCQX: MIMZF) is pleased to announce that it has closed its previously announced bought deal private placement (the “Offering”). Pursuant to the Offering, Nighthawk issued: (i) 11,250,000 common shares of the Company (“HD Shares”) at a price of C$0.40 per HD Share, and (ii) 14,821,913 common shares of the Company issued on a flow-through basis (the “FT Shares”) at a price of C$0.46 per FT Share, for aggregate gross proceeds of C$11,318,080, which reflects a partial exercise of the Underwriter’s Option. The Offering was led by National Bank Financial Inc., and included SCP Resource Finance LP, Leede Jones Gable Inc., PI Financial Corp., and Haywood Securities Inc. (collectively, the “Underwriters”).

The aggregate net proceeds raised from the HD Shares will be used to fund ongoing project development expenditures, and for working capital and general corporate purposes.

An amount equal to the aggregate gross proceeds raised from the FT Shares will be used to incur, on or before December 31, 2024, “Canadian exploration expenses” (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), that will qualify as “flow-through mining expenditures” within the meaning of the Tax Act (the “Qualifying Expenditures”). The Qualifying Expenditures shall be renounced to the purchasers of the FT Shares effective on or before December 31, 2023.

The Offering is subject to final acceptance of the Toronto Stock Exchange. The securities issued pursuant to the Offering shall be subject to a four-month plus one day hold period in Canada commencing on the Closing Date under applicable Canadian securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to sell 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.

About Nighthawk

Nighthawk is a Canadian-based gold exploration and development company with 100% ownership of more than 947 km² District Scale Property within 200 km north of Yellowknife, Northwest Territories, Canada. Nighthawk’s experienced management team, with a track record of successfully advancing projects and operating mines, is working towards rapidly advancing its assets towards a development decision.