/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Sept. 9, 2020 /CNW/ - NxGold Ltd. (the
"Company") (TSXV: NXN) is pleased to announce that, subject
to the receipt of all required regulatory approvals, including the
approval of the TSX Venture Exchange (the "TSXV"), it
intends to change its name from "NxGold Ltd." to
"International Consolidated Uranium Inc." and commence
trading on the TSXV under the new symbol "CUR".
Further details regarding the name change will be announced
prior to the effective date.
The company would also like to announce a non-brokered private
placement of units (the "Units") of the Company for gross
proceeds of up to C$1,500,000 (the
"Offering"). Red Cloud Securities Inc. is acting as a
finder in connection with the Offering, and it is anticipated that
Segra Capital Management, LLC will be a lead order.
Each Unit is being offered at a price of C$0.50 and will be comprised of one common share
of the Company and one half common share purchase warrant (a
"Warrant"), each Warrant entitling the holder thereof to
acquire one common share of the Company at a price of C$0.75 for a period of 36 months from the date of
closing of the Offering. The net proceeds from the Units will be
primarily used for general working capital purposes.
Philip Williams, NxGold's
President and CEO commented: "The proposed name change represents
the next step in the Company's transition into the uranium sector
and reflects our goal of becoming the leading consolidator of
assets worldwide. We are incredibly pleased with the strong
interest our model is generating from the investment community and
these additional funds raised, combined with our existing financial
resources, put us on a strong footing to execute this strategy. We
are also pleased to welcome Segra Capital, a leading investor in
the uranium sector, to our share register who join Mega Uranium, a
well-respected uranium company builder and backer."
The closing of the Offering is expected to occur in early
October and is subject to receipt of all necessary regulatory
approvals. The Units, including all underlying securities thereof,
and any finders warrants issued with respect to the Offering, will
be subject to a hold period of four months and one day in
accordance with applicable securities laws.
The Company anticipates that Insiders of the Company will
subscribe for Units in the Offering. The issuance of common
shares to Insiders is considered a related party transaction
subject to Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions. The Company intends to
rely on exemptions from the formal valuation and minority
shareholder approval requirements provided under sections 5.5(a)
and 5.7(a) of Multilateral Instrument 61-101 on the basis that the
participation in the private placement by the Insiders will not
exceed 25% of the fair market value of the Company's market
capitalization. A material change report in connection with
the Offering will be filed less than 21 days before the closing of
the Offering. This shorter period is reasonable and necessary
in the circumstances as the Company wishes to complete the Offering
in a timely manner.
About NxGold
NxGold is a Vancouver-based
exploration company. The Company recently entered into options
agreements with Mega Uranium Ltd. (TSX: MGA) to acquire a 100%
interest in the Ben Lomond and Georgetown uranium projects in Australia, and IsoEnergy Ltd. (TSXV: ISO) to
acquire a 100% interest in the Mountain Lake uranium project in
Nunavut, Canada. The Company
entered into the Mountain lake option agreement with IsoEnergy on
July 16, 2020 and the transaction
remains subject to regulatory approval. In addition, the
Company owns 80% of the Mt. Roe gold project located in the Pilbara
region of Western Australia and
has entered into an earn-in agreement with Meliadine Gold Ltd. to
earn up to a 70% interest in the Kuulu Project (formerly known as
the Peter Lake Gold Project) in Nunavut.
Neither TSX Venture Exchange nor its Regulations Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
This news release does not constitute an offer of securities for
sale in the United States. The securities being offered have
not been, nor will they be, registered under the United States Securities Act of
1933, as amended, and such securities may not be offered or
sold within the United States
absent U.S. registration or an applicable exemption from U.S.
registration requirements.
Cautionary Statement Regarding "Forward-Looking"
Information.
This news release contains "forward-looking information"
within the meaning of applicable Canadian securities
legislation. "Forward-looking information" includes, but is
not limited to, statements with respect to activities, events or
developments that the Company expects or anticipates will or may
occur in the future, including the receipt of regulatory
approval of the Offering, use of proceeds of the Offering,
the size of the Offering and completion of the Offering. Generally,
but not always, forward-looking information and statements can be
identified by the use of words such as "plans", "expects", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", or "believes" or the negative connotation
thereof or variations of such words and phrases or state that
certain actions, events or results "may", "could", "would", "might"
or "will be taken", "occur" or "be achieved" or the negative
connation thereof.
Such forward-looking information and statements are based on
numerous assumptions, including among others, that regulatory
approval to the Offering will be obtained, that general business
and economic conditions will not change in a material adverse
manner, that financing will be available if and when needed and on
reasonable terms, and that third party contractors, equipment and
supplies and governmental and other approvals required to conduct
the Company's planned exploration activities will be available on
reasonable terms and in a timely manner. Although the assumptions
made by the Company in providing forward-looking information or
making forward-looking statements are considered reasonable by
management at the time, there can be no assurance that such
assumptions will prove to be accurate.
Forward-looking information and statements also involve known
and unknown risks and uncertainties and other factors, which may
cause actual events or results in future periods to differ
materially from any projections of future events or results
expressed or implied by such forward-looking information or
statements, including, among others: negative operating cash flow
and dependence on third party financing, uncertainty of additional
financing, no known mineral reserves or resources, reliance on key
management and other personnel, potential downturns in economic
conditions, actual results of exploration activities being
different than anticipated, changes in exploration programs based
upon results, and risks generally associated with the mineral
exploration industry, environmental risks, changes in laws and
regulations, community relations and delays in obtaining
governmental or other approvals.
Although the Company has attempted to identify important
factors that could cause actual results to differ materially from
those contained in the forward-looking information or implied by
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that forward-looking information and statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated, estimated or
intended. Accordingly, readers should not place undue reliance on
forward-looking statements or information. The Company
undertakes no obligation to update or reissue forward-looking
information as a result of new information or events except as
required by applicable securities laws.
SOURCE NxGold Ltd.
