(TheNewswire)
Vancouver B.C. - TheNewswire - April 14, 2023 – NEXUS GOLD CORP. (“ Nexus ” or the “ Company ”) (TSXV:NXS ) , ( OTC:NXXGF ) , ( FSE:N6E) is pleasedto announce that it plans to consolidate its common share capital on aten-to-one basis (the “ Consolidation ”). In connection with theConsolidation, the Company intends to undertake a non-brokered private placement of post-Consolidation units(each, a “ Unit ”) of the Company (the “ Offering ”) underthe Listed Issuer Financing Exemption (as defined below) .
Nexus intends to complete the Consolidation beforeclosing of the Offering in order to better position the Company forcorporate development opportunities. The Company currently has318,733,255 common shares outstanding, and following completion of theConsolidation, it is expected that the Company will have approximately31,873,326 common shares outstanding. The Company will provide furtherdetails regarding the Consolidation, along with the effective date, assoon as they become available.
In connection with the completion of the Consolidation,the Company intends to offer up to 20,000,000 Units by way ofnon-brokered private placement. The Units will be offered at apost-Consolidation price of $0.05 per Unit. Each Unit will becomprised of one post-consolidation common share and one common sharepurchase warrant (each, a “ Warrant ”). Each Warrant will entitle theholder to purchase one additional post-Consolidation common share(each, a “ WarrantShare ”) at a price of $0.12 per Warrant Sharefor a period of eighteen (18) months from closing of the Offering,subject to adjustment in certain events. If, at any time following thedate that is four-months-and-one-day following the closing of theOffering, the Company’s common shares have a closing price on the TSXVVenture Exchange (the “ TSXV ”) of $0.18 or greater per common sharefor a period of ten (10) consecutive trading days, the Company shallhave the right to accelerate the expiry date of the Warrants that isat least 30 days following the date of such notice to holders ofWarrants.
The Offering is scheduled to close on or about May 15,2023, or such later date as the Company may determine. In connectionwith completion of the Offering, the Company may pay finders’ feesor commissions to eligible third-parties who have assisted inintroducing subscribers to the Offering. Completion of the Offeringis subject to a number of conditions including, but not limited to,the receipt of the approval of the TSX Venture Exchange, the Companyhaving received commitments for no less than 10,000,000 Units, and theCompany having completed the Consolidation. Completion of theConsolidation remains subject to the approval of the TSX VentureExchange and the satisfaction of applicable public distributionrequirements.
Subject to compliance with applicable regulatoryrequirements and in accordance with National Instrument 45-106 Prospectus Exemptions (“ NI45-106 ”) , the Offering is being made to purchasersresident in Canada, except Quebec, pursuant to the listed issuerfinancing exemption under Part 5A of NI- 45-106 (the “ Listed Issuer FinancingExemption ”). The securities offered under theListed Issuer Financing Exemption will not be subject to a hold periodin accordance with applicable Canadian securities laws. There is anoffering document related to the Offering that can be accessed underthe Company’s profile at www.sedar.com and on theCompany’s website at: www.nxs.gold . Prospectiveinvestors should read this offering document before making aninvestment decision.
The Company intends to use the aggregate proceeds fromthe Offering to advance its primary business objective of continuingexploration and development of its projects in West Africa and forgeneral working capital purposes.
About Nexus Gold Corp.
Nexus Gold is a Canadian-based gold development companywith a portfolio of exploration projects in West Africa. TheCompany’s West African-based features three projects located onactive gold belts and proven mineralized trends.
ON BEHALF OF THE BOARD OF NEXUS GOLDCORP.
“Milad Zareian”
Milad Zareian, Chief ExecutiveOfficer
For furtherinformation please contact:
Milad Zareian, Chief ExecutiveOfficer
Tel: 416-846-4599
Forward-Looking Statements
This press release includes certain"forward-looking information" and "forward-lookingstatements" (collectively "forward-looking statements")within the meaning of applicable Canadian securities legislation. Allstatements, other than statements of historical fact, included herein,without limitation, statements relating to the future operating orfinancial performance of the Company, are forward looking statements.Forward-looking statements are frequently, but not always, identifiedby words such as "expects", "anticipates","believes", "intends", "estimates","potential", "possible", and similar expressions,or statements that events, conditions, or results "will","may", "could", or "should" occur or beachieved. Forward-looking statements in this press release relate to,among other things: statements relating to the successful closing ofthe Offering and anticipated timing thereof and the intended use ofproceeds. Actual future results may differ materially. There can be noassurance that such statements will prove to be accurate, and actualresults and future events could differ materially from thoseanticipated in such statements. Forward looking statements reflect thebeliefs, opinions and projections on the date the statements are madeand are based upon a number of assumptions and estimates that, whileconsidered reasonable by the respective parties, are inherentlysubject to significant business, technical, economic, and competitiveuncertainties and contingencies. Many factors, both known and unknown,could cause actual results, performance or achievements to bematerially different from the results, performance or achievementsthat are or may be expressed or implied by such forward-lookingstatements and the parties have made assumptions and estimates basedon or related to many of these factors. Such factors include, withoutlimitation: the timing, completion and delivery of the referencedassessments and analysis. Readers should not place undue reliance onthe forward-looking statements and information contained in this newsrelease concerning these times. Except as required by law, the Companydoes not assume any obligation to update the forward-lookingstatements of beliefs, opinions, projections, or other factors, shouldthey change, except as required by law.
TSX Venture Exchange Disclaimer
Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.
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