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Nighthawk Closes $12 Million Private Placement Financing

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

Toronto, Ontario, August 20, 2020 – Nighthawk Gold Corp. (“Nighthawk” or the “Company”) (TSX: NHK; OTCQX: MIMZF) is pleased to announce that it has closed the non-brokered private placement (the “Offering”) announced on July 29, 2020, which was subsequently upsized to $12 million on July 31, 2020.

Dr. Michael Byron, President and CEO commented, “We were oversubscribed on the Offering, and are very pleased with the ongoing support and interest we have seen. These funds allow us to complete our 2020 exploration program and set ourselves up for an expanded program next year. We are excited to continue advancing our work at Colomac and to have to ability to further explore some of our high-priority targets that exist within our Indin Lake Gold Property.  We expect to receive drill results on some of these targets in the near term.”

Pursuant to the Offering, the Company issued: (i) 676,542 units (“Units”) comprised of one non flow-through common share and one-half of one non flow-through common share purchase warrant (each whole warrant, a “Warrant”); (ii) 1,995,050 flow-through units (“Premium FT Units”) comprised of one “flow-through” common share and one-half of one “flow-through” Warrant; and (iii) 3,211,716 “flow-through” common shares (“FT Shares”), for aggregate gross proceeds of $12,000,600.80.

The gross proceeds from the sale of the FT Shares and Premium FT Units will be used for exploration expenditures on Nighthawk’s Indin Lake Gold Property located in Canada’s Northwest Territories and the net proceeds from the sale of the Units will be used for general corporate purposes.

Each of the securities issued under the Offering are subject to a hold period under Canadian law which will expire four months and one day from the closing date of the Offering being December 21, 2020. Certain directors and officers of the Company participated in the Offering, purchasing in the aggregate 52,000 Units and 52,200 FT Shares for aggregate proceeds of $188,150.

The Offering remains subject to final approval of the Toronto Securities Exchange. After giving effect to this Offering, Nighthawk is well financed with approximately $17 million in working capital.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Nighthawk

Nighthawk is a Canadian-based gold exploration company with 100% ownership of a district-scale land position within the Indin Lake Greenstone Belt, located approximately 200 km north of Yellowknife, Northwest Territories, Canada. Nighthawk has advanced its flagship asset Colomac, outlining a robust project with current Indicated Resources of 25.89 Mt with an average grade of 2.01 gpt Au for 1.67 Moz of gold and Inferred Resources of 5.71 Mt with an average grade of 2.03 gpt Au for 0.37 Moz of gold, with the majority of ounces contained within an underground resource. Near-term resource expansion opportunities exist proximal to the current resources, and additional upside exists throughout the +7km strike length of the host quartz diorite with a substantial opportunity at depth where the true width is known to expand significantly across a 3.5km-long section. Within this largely underexplored Archean gold camp, the Company has identified a number of high-priority targets within large regional deformation zones that are pregnant with gold mineralization and are known to host significant deposits which warrant additional exploration and follow-up.

The Company has an experienced and dedicated team with a track record of successfully advancing projects and is well funded and supported to complete its goals and objectives.

Qualified Person

Technical information related to the 2020 Mineral Resource Estimate on the 100% owned Indin Lake Gold Property (the “2020 MRE”) was reviewed and approved by Marina Iund, M.Sc., P.Geo., Project Geologist and Carl Pelletier, P.Geo., Co-President Founder 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. The technical report supporting the 2020 MRE will be filed on SEDAR within 45 days of the date of that disclosure being July 28, 2020.  Please refer to the Company’s news release dated July 28, 2020 for further details.

Dr. Michael J. Byron, Ph.D., P.Geo., President & Chief Executive Officer of Nighthawk, who is the “Qualified Person” as defined by NI 43-101 for this project, has reviewed and approved of the technical disclosure contained in this news release.

FOR FURTHER INFORMATION PLEASE CONTACT:

NIGHTHAWK GOLD CORP.

Tel: 1-647-794-4313; Email: info@nighthawkgold.com

Website: www.nighthawkgold.com

 

Dr. Michael Byron

President & CEO

Tel: 1-647-794-4359

Michael Leskovec

CFO

Tel: 1-647-794-4360

Suzette N Ramcharan

VP, Corporate Development

Tel: 1-647-794-4362

 

 

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, information with respect to the use of proceeds and the TSX final acceptance; an expanded exploration program for 2021 and the size and budget including funds available at such time; and the 2020 MRE. 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 based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Nighthawk to be materially different from those expressed or implied by such forward-looking information, including risks associated with the exploration, development and mining such as economic factors as they effect exploration, future commodity prices, changes in foreign exchange and interest rates, actual results of current exploration activities, government regulation, political or economic developments, environmental risks, permitting timelines, capital expenditures, operating or technical difficulties in connection with development activities, employee relations, the speculative nature of gold exploration and development, including the risks of diminishing quantities of grades of reserves, contests over title to properties, and changes in project parameters as plans continue to be refined as well as those risk factors discussed in Nighthawk’s annual information form for the year ended December 31, 2019, available on www.sedar.com.  Although Nighthawk 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. Nighthawk does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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