RCCMF - Nippon Closes First Tranche of its Combined Hard Dollar and Flow-Through Private Placements

(TheNewswire)

Brossard (Quebec) – TheNewswire - December 23 rd , 2020 Nippon Dragon Resources Inc.(“Nippon” or “NDR”) (TSXV:NIP) (OTC:RCCMF) , announces that itclosed the first tranche of its previously announced non-brokeredprivate placement through the issuance of 7,140,000 Hard Dollar Unitsat the price of 0.05 per Unit and 24,840,000 Flow-Through Units (FTUnits) at the price of 0.05 per FT Unit for the total of grossproceeds of

$1,599,000.00.

Each HD Unit is comprised of one (1) common share ofthe Company and one (1) common share purchase warrant (each a “UnitWarrant”), with each Unit Warrant entitling the holder thereof toacquire one additional common share of the Company at a price of$0.075 for a period of twenty-four (24) months following the closingof the Offering.

Each FT Unit is comprised of one (1) common share ofthe Company that qualifies as a “flow-through common share” (a“FT Share”), and one-half of one common share purchase warrant(each whole warrant, a “FT Unit Warrant”), with each FT UnitWarrant entitling the holder thereof to acquire one additional commonshare of the Company at a price of $0.075 for a period of twenty-four(24) months following the closing of the Offering.

The proceeds from the sale of the HD Units will be usedfor corporate and general working capital purposes. The proceeds fromthe issuance of the FT Units will be used for “Canadian explorationexpenses” and will qualify as "flow-through miningexpenditures" (the "Qualifying Expenditures"), asdefined in subsection 127(9) of the Income Tax Act (Canada). TheCompany intends to renounce the Qualifying Expenditures to subscribersof FT Units for the fiscal year ended December 31, 2020.

All securities issued in connection with the PrivatePlacement will be subject to a statutory hold period of four monthsplus one day as prescribed by the TSX Venture Exchange and applicablesecurities laws. In connection with this tranche, the Company issued atotal of 1,426,000 broker warrants (each, a “Broker Warrant”),equal to 7% of the Units issued to subscribers introduced to theCompany by certain eligible finders. Each Broker Warrant entitles theholder thereof to acquire one Common Share at an exercise price of$0.075 for a period of 24 months from the date of issuance. Finders' fees totalling $62,300.00 were paid relatingto the Private Placement.

An insider of the Company subscribed for an aggregateof 3 00,000Flow-through Units pursuant to the Offering. The transactionconstitutes a related party transaction within the meaning ofMultilateral Instrument 61-101 (“MI 61-101”). The Company isrelying on the exemptions from the valuation and minority shareholderapproval requirements of MI 61-101 contained in sections 5.5(b) and5.7(1)(a) of MI 61-101, as the fair market value of the participationin the Offering by the insider does not exceed 25% of the marketcapitalization of the Company, as determined in accordance with MI61-101.  The Company did not file a material change report in respectof the related party transaction at least 21 days before the closingof the Offering, which the Company deems reasonable in thecircumstances in order to complete the Offering in an expeditiousmanner.

About Nippon

Nippon is active in the exploration and the developmentof gold resources in Quebec. The Corporation holds two goldproperties, Rocmec 1 with resources recognised in accordance withNI43-101 and the Denain property. Nippon also has an exclusive licensefor the Thermal Fragmentation mining method.

Le présent communiqué est disponible en françaissite web de Ressources Nippon Dragon.

The company’s growth strategy is based on:

• - The development of its golddeposits with the objective of producing revenue from itsoperations;

  - Increasing the value of its miningassets by prioritizing its exploration targets; and

  - The commercialisation andemployment of its thermal fragmentation technology.

For additional information:

John Stella, Investor relations        (514)718-7976 jstella@nippondragon.com

Jean-Yves Therien, Interim President &CEO (450) 510-4442 jytherien@nippondragon.com

Neither TSX Venture Exchange nor itsRegulation Services Provider (as that term is defined in the policiesof the TSX Venture Exchange) accepts responsibility for the adequacyor accuracy of this release. This press releaseincludes certain statements that may be deemed "forward-lookingstatements". All statements in this release, other thanstatements of historical facts, that address future explorationdrilling, exploration and production activities and events ordevelopments that the Corporation expects, are forward lookingstatements. Although the Corporation believes the expectationsexpressed in such forward-looking statements are based on reasonableassumptions, such statements are not guarantees of future performanceand actual results or developments may differ materially from those inforward-looking statements. Factors that could cause actual results todiffer materially from those in forward looking statements includemarket prices, exploitation and exploration successes, continuedavailability of capital and financing, and general economic, market orbusiness conditions.

Ressources Nippon Dragon ResourcesInc. 7055 Taschereau Blvd., suite 500, Brossard (Québec) J4Z1A7

Tel: (450)510-4442 www.nippondragon.com

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