Legal

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS WEBSITE

This website is owned and operated by Nighthawk Gold Corp. (“Nighthawk”, or the “Company”). Nighthawk makes no representation, warranty or guarantee as to, and is not responsible for, the accuracy or completeness of the information provided on this site.  The views provided on this site are based on estimates and assumptions that are subject to significant business, economic, regulatory and competitive uncertainties.  Nighthawk is not liable to any recipient or third party for the use of or reliance on the information contained on this site. Furthermore, you may not modify or reproduce in any form, electronic or otherwise, any information on this site, except for personal use unless you have obtained our express permission.

The information provided on this site is for informational purposes only and does not constitute a recommendation or take into account the particular investment objectives, financial situations, or needs of individual investors.  Nighthawk strongly advises you consult your investment professional before making financial decisions. By using this website, you acknowledge and agree to the terms and conditions below. If you do not agree to them, do not use the website or download any materials from it.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This website contains “forward-looking statements” within the meaning of applicable United States securities legislation and “forward-looking information” within the meaning of applicable Canadian securities legislation, together “forward-looking information”. Forward-looking information includes, but is not limited to, information with respect to Nighthawk’s continued exploration programs (including size and budget), the updated mineral resource estimate (“2022 MRE”), and the ability to advance targets including but not limited to the known deposits of the Indin Lake Gold Property (Colomac Main, Goldcrest, Grizzly Bear, 24, 27, Kim, Cass, Damoti, and Treasure Island) and to conduct enough drilling to provide an updated mineral resource estimate for the Indin Lake Gold Property, in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum’sNational Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”), and the timing and results thereof; the ability to conduct additional metallurgical test-work and the timing and results thereof; the ability to raise the necessary capital on acceptable terms in order to conduct exploration programs including mapping, prospecting and drilling activities and identify new targets in future years (as well as any intention to expand these programs in the future); project development and permitting as well as environmental assessments and protection requirements; and the ability to carry out any strategic business plans and strategies with respect to the continued growth of the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects”, or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “does not anticipate”, or “believes” 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”.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including risks associated with mineral exploration and development operations such as: environmental hazards and economic factors as they affect the cost and success of the Company’s capital expenditures; the ability of the Company to obtain required permits and approvals; the ability of the Company to obtain financing; uncertainty in the estimation of mineral resources; the price of gold; no operating history, no operating revenue and negative

cash flow; land title risk; the market price of the Company’s securities; the economic feasibility of the Company’s mineral resources and the Company’s commercial viability; uncertain global economic conditions; the COVID-19 outbreak and other health crisis; dependence on management and other highly skilled personnel; title to the Company’s mineral properties; the ongoing war in Ukraine; extensive government and environmental regulation; volatility in the financial markets; uninsured risks; climate change; threat of legal proceedings; unforeseen liabilities from past acquisitions, as well as those risk factors discussed or referred to in the Company’s 2021Annual Information Form (AIF)  under the heading “Risk Factors”.

Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Although the Company believes that the assumptions and expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because the Company can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions identified in the 2021AIF, assumptions have been made regarding, among other things: the Company’s ability to carry on its exploration and development activities without undue delays or unbudgeted costs, especially in light of the COVID-19 outbreak, the ability of the Company to obtain sufficient qualified personnel, equipment and services in a timely and cost-effective manner, the ability of the Company to operate in a safe, efficient and effective manner, the ability of the Company to obtain all necessary financing on acceptable terms and when needed, the accuracy of the Company’s resource estimates and geological, operational and price assumptions on which these are based and the continuance of the regulatory framework regarding environmental manners. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions that may have been used. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in 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 such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

General and Additional Information

Additional information regarding Nighthawk is filed under the Company’s profile on the SEDAR website at www.sedar.com, and readers are advised to refer to such documents for further information. All dollar amounts are in Canadian dollars unless otherwise denoted.

Cautionary Note Regarding Technical Disclosure

Readers are cautioned that mineral resources are not economic mineral reserves and that the economic viability of mineral resources that are not mineral reserves has not been demonstrated. The estimate of mineral resources may be materially affected by geology, environmental, permitting, legal, title, socio-political, marketing or other relevant issues. The 2022 MRE is classified in accordance with the NI 43-101. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies or economic studies except for Preliminary Economic Assessment as defined under NI 43-101. Readers are cautioned not to assume that further work on the stated resources will lead to mineral reserves that can be mined economically. The Company has defined inferred mineral resources in accordance with NI 43-101.

An Inferred Mineral Resource as defined by the Canadian Institute of Mining, Metallurgy and Petroleum Standards (“CIM”) Standing Committee is “that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.”

Cautionary Note to US Investors

This website was prepared in accordance with Canadian standards for reporting of mineral resource estimates, which differ in some respects from United States standards. In particular, and without limiting the generality of the foregoing, the terms “inferred mineral resources,” “indicated mineral resources,” and “mineral resources” used or referenced in this website are Canadian mineral disclosure terms as defined in accordance with NI 43-101. Until recently, the CIM Standards differed significantly from standards in the United States. The U.S. Securities and Exchange Commission (the “SEC”) has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). These amendments became effective February 25, 2019 (the “SEC Modernization Rules”) with compliance required for the first fiscal year beginning on or after January 1, 2021. The SEC Modernization Rules replace the property disclosure requirements for mining registrants that were included in SEC Industry Guide 7, which have been rescinded. As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”. In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable

mineral reserves” to be “substantially similar” to the corresponding definitions under the CIM Standards that are required under NI 43-101. Investors are cautioned that while the above terms are “substantially similar” to the corresponding CIM Definition Standards, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any mineral resources that the Company may report as “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Company prepared the mineral reserve or mineral resource estimates under the standards adopted under the SEC Modernization Rules. Readers are cautioned that

“inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or other economic studies, except in limited circumstances. The term “resource” does not equate to the term “reserves”. Readers should not to assume that all or any part of measured or indicated mineral resources will ever be converted into mineral reserves. Readers are also cautioned not to assume that all or any part of an inferred mineral resource exists, or is economically mineable.

Qualified Persons

Technical information related to the 2022 MRE on the 100% owned Indin Lake Gold Property contained on this website was reviewed and approved by Marina Iund, M.Sc., P.Geo., (Senior Resources Geologist), Simon Boudreau, P.Eng. (Senior Mine Engineer), Gustavo Durieux, P.Geo., MASc. (Consulting Geologist), and Carl Pelletier, P.Geo. (Co-President and Founder) all of InnovExplo who are independent Qualified Persons as defined by NI 43-101, with the ability and authority to verify the authenticity and validity of this data. Please refer to the technical report "NI 43-101 Technical Report and Update of the Mineral Resource Estimate for the Indin lake Gold Property, Northwest Territories, Canada", dated March 31, 2022, as filed under the company's profile on www.sedar.com.

All scientific and technical information on this website has been reviewed and approved by Richard Roy, P.Geo., member of OGQ and NAPEG, the Company’s Vice President of Exploration, who is the 'qualified person' for the purpose of NI 43-101.

NO INCORPORATION BY REFERENCE

No information included herein shall be deemed to be incorporated by reference into any of Nighthawk’s regulatory filings, unless expressly indicated in any such filings. In addition, no information shall be incorporated by reference into this website, unless otherwise specified.

WEBSITE PROTECTED BY COPYRIGHT

Certain materials (including graphics, icons, HTML, javascripts, color schemes, multimedia, logos, photographs, copywriting, et al) that appear on this website are the property of Nighthawk and copyrighted by same.

Other materials on this website not originally produced by us (some audio, video, trademarks, et al) are copyrighted by their respective creators/owners and appear here either by permission, example or as public domain reference material. Trademarks may be registered in Canada and in other countries, as applicable. The display of trademarks on pages at this website does not imply that a license of any kind has been granted. Materials may not be copied, reproduced, modified, uploaded, posted, transmitted, or distributed in any way without our prior written approval. Any unauthorized downloading, re-transmission or other copying or modification of trademarks and/or the contents herein may be a violation of federal or common law, trademark and/or copyright laws and could subject the copier to legal action.

EXCLUSION OF LIABILITY

Nighthawk shall not be liable for any claims, expenses, damages (including direct, indirect, special, incidental, punitive or consequential damages), loss of profits, opportunities or information arising from:

  • The use of or reliance on information contained in this website;
  • Any inaccuracy or omission in such information or failure to keep the information current;
  • Use of any third party websites linked to this website;
  • Any Internet software used in connection with this website or computer viruses or other destructive programs encountered as a result of using this website;
  • Any delays, inaccuracies or errors in, or in the transmission of, any stock price quotes or historical price data; and
  • Any other matter connected with this website; even if Nighthawk is made aware of the possibility of such claims, expenses, damages or losses.

NOT RESPONSIBLE FOR INTERNET SOFTWARE OR COMPUTER VIRUSES

Due to technical difficulties inherent on the Internet, Internet software or transmission problems could produce inaccurate or incomplete copies of information, contained on this website. Computer viruses or other destructive programs may also be inadvertently downloaded from the website. Nighthawk shall not be liable for Internet software, computer viruses or destructive programs and recommends that you install appropriate anti-virus or other protective software.

NOT RESPONSIBLE FOR LINKED WEBSITES

Nighthawk provides links to third party websites for your convenience only and the inclusion of these links does not imply that Nighthawk monitors or endorses these websites. Accordingly, Nighthawk accepts no responsibility for such websites, or any link or reference contained in any such third party website.

WEBSITE IS PROVIDED AS A SERVICE ONLY

This website is not intended as a solicitation or offering of securities in any jurisdiction and the information contained herein in no way should be construed or interpreted as such. No securities commission or other regulatory authority in Canada or any other country or jurisdiction has in any way passed upon this information and no representation or warranty is made by Nighthawk to that effect. The information on this website is not intended to modify, qualify, supplement or amend information disclosed under corporate and securities legislation of any jurisdiction applicable to the Companyh and should not be used for the purpose of making investment decisions concerning Nighthawk securities.

STOCK QUOTES

All quotes are delayed at least 15 minutes unless otherwise stated. All stock quotes and historical stock price data are provided by third party service providers and are provided for informational purposes only and are not intended for trading purposes. The Company makes no representation or warranty regarding the accuracy or completeness of any such stock price quotes or historical stock price data and has not taken any steps to verify the adequacy, accuracy or completeness of the information provided herein. Under no circumstances will Nighthawk be liable for any inaccuracies or omissions in any such stock information or data, any delays or errors in the transmission thereof, or any loss or direct, indirect, incidental, special or consequential damages caused by reliance on this information or the risks arising from the stock market.

PRIVACY POLICY

Nighthawk respects your privacy and will not sell or provide any personal information you have provided without obtaining specific prior consent.

Cookies Disclaimer
Nighthawk has social media channels that utilize first and third-party vendor remarketing tracking cookies, including the Google Ads tracking cookie, Facebook, LinkedIn and Twitter remarketing cookies. This means we will show ads to you across the Internet, specifically on the Google Content Network (GCN), Facebook, LinkedIn and Twitter. As always we respect your privacy and are not collecting any identifiable information through the use of Google’s or any other third party remarketing system. The first and third-party vendors, including Google, whose services we use — will place cookies on web browsers in order to serve ads based on past visits to our website. This allows us to make major announcements and continue to market our services to those who have shown interest in our service. You may opt out of the automated collection of information by third-party ad networks for the purpose of delivering advertisements tailored to your interests, by visiting the consumer opt-out page for the Self-Regulatory Principles for Online Behavioural Advertising at http://www.aboutads.info/choices/ and edit or opt-out your Google Display Network ads’ preferences at http://www.google.com/ads/preferences/.”

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