NevGold Announces C$10M Brokered Private Placement Financing

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“NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.”

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Vancouver, British Columbia, Nov. 06, 2025 (GLOBE NEWSWIRE) — NevGold Corp. (“NevGold” or the “Company”) (TSXV:NAU) (OTCQX:NAUFF) (Frankfurt:5E50) is pleased to announce that it has entered into an agreement with Clarus Securities Inc. (the “Agent”), as sole Agent and bookrunner, in connection with a best efforts private placement of units of the Company (the “Units”) at a price of $0.65 per Unit (the “Issue Price”) for gross proceeds to the Company of up to $10,000,000, being within the amount that may be issued pursuant to the Listed Issuer Financing Exemption, as defined below (the “Offering”).    

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Each Unit will consist of one common share in the capital of the Company (each, a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one Common Share at an exercise price of $0.90 for 24 months following the completion of the Offering. The Warrants will also be subject to a restriction on exercise that expires 61 days following the Closing Date (as defined below).

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The Offering will be conducted pursuant to the terms of an agency agreement to be entered into between the Company and the Agent on or prior to the closing date of the Offering. In connection with the Offering, the Agent will receive a 7.0% cash commission on the gross proceeds of the Offering and 7.0% non-transferable compensation options (each, a “Compensation Options”) on the number of Units sold under the Offering. Each Compensation Option will entitle the holder thereof to acquire one Common Share at the Issue Price for a period of 24 months from the closing of the Offering.

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The Company intends to use the net proceeds of the Offering for advancing its Limousine Butte gold-antimony project (Nevada), Nutmeg Mountain gold project (Idaho), Zeus copper project (Idaho) working capital and general corporate purposes.

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The closing of the Offering is anticipated to occur on or about November 27, 2025 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

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The Units will be offered for sale to purchasers resident in Canada other than the Province of Quebec and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption”). Because the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the securities issued in the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws.

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There is an offering document related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.nev-gold.com. Prospective investors should read this offering document before making an investment decision.
               
The securities described herein have not been, and will not be, registered under the 1933 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 1933 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.