Moneta Gold and Nighthawk Gold Announce Overwhelming Approval for the Arrangement Agreement to form STLLR Gold Inc.

Nighthawk Gold Corp. (“Nighthawk”) (TSX: NHK) and Moneta Gold Inc. (TSX: ME)(OTCQX: MEAUF)(FSE: MOPA) (“Moneta”) are pleased to announce that all applicable resolutions in connection with the proposed plan of arrangement involving Nighthawk and Moneta (the “Arrangement”) pursuant to which Moneta will acquire all of the issued and outstanding common shares of Nighthawk (the “Nighthawk Shares”) were approved at the special meeting of shareholders of Moneta (the “Moneta Meeting”) and the special meeting of shareholders of Nighthawk (the “Nighthawk Meeting”), each held today.

At the Moneta Meeting:

• the ordinary resolution authorizing Moneta to issue common shares of Moneta (the “Moneta Shares”) to holders of Nighthawk Shares on the basis of 0.21 of a Moneta Share (following the completion of the Consolidation (as defined below)) for each outstanding Nighthawk Share in connection with the Arrangement was approved by 94.9% of the votes cast by shareholders of Moneta;
• the special resolution approving the change of name of Moneta to “STLLR Gold Inc.” was approved by 94.2% of the votes cast by shareholders of Moneta; and
• the special resolution approving the consolidation of issued and outstanding Moneta Shares on the basis of one post-Consolidation Moneta Share for every two pre-Consolidation Moneta Shares (the “Consolidation”) was approved by 94.1% of the votes cast by shareholders of Moneta.

At the Nighthawk Meeting:

• the special resolution approving a plan of arrangement under Section 182 of the Business Corporations Act (Ontario) to effect the Arrangement was approved by 99.8% of the votes cast by shareholders of Nighthawk; and
• the ordinary resolution authorizing Nighthawk to issue Nighthawk Shares to holders of subscription receipts of Nighthawk upon their conversion into units of Nighthawk pursuant to the offering of subscription receipts of Nighthawk, which closed December 19, 2023 was approved by 99.8% of the votes cast by shareholders of Nighthawk.

Transaction Update

Assuming all remaining conditions set out in the arrangement agreement between Nighthawk and Moneta dated November 28, 2023 are either satisfied or waived, including receipt of the final approval of the Ontario Superior Court of Justice (Commercial List), Moneta and Nighthawk expect that the closing date of the Arrangement (the “Effective Date”) will occur on or about February 6, 2024. For complete details of the Arrangement, interested persons are directed to the Joint Management Information Circular of Nighthawk and Moneta dated December 20, 2023 filed on each company’s respective profile at SEDAR+ (www.sedarplus.ca).