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Wednesday, December 6, 2023

Nexus Gold to Consolidate Share Capital and Conduct Non-Brokered Private Placement

Nexus Gold Corp. plans to consolidate its common share capital on a 1:10 basis. In connection with the consolidation, the company intends to undertake a non-brokered private placement of postconsolidation units of the company under the listed issuer financing exemption (as defined below).

Nexus intends to complete the consolidation before closing of the offering in order to better position the company for corporate development opportunities. The company currently has 318,733,255 common shares outstanding, and following completion of the consolidation, it is expected that the company will have approximately 31,873,326 common shares outstanding. The company will provide further details regarding the consolidation, along with the effective date, as soon as they become available.

In connection with the completion of the consolidation, the company intends to offer up to 20 million units by way of non-brokered private placement. The units will be offered at a postconsolidation price of five cents per unit. Each unit will be composed of one postconsolidation common share and one common share purchase warrant. Each warrant will entitle the holder to purchase one additional postconsolidation common share at a price of 12 cents per warrant share for a period of 18 months from closing of the offering, subject to adjustment in certain events. If, at any time following the date that is four months and one day following the closing of the offering, the company’s common shares have a closing price on the TSX Venture Exchange of 18 cents or greater per common share for a period of 10 consecutive trading days, the company shall have the right to accelerate the expiry date of the warrants that is at least 30 days following the date of such notice to holders of warrants.

The offering is scheduled to close on or about May 15, 2023, or such later date as the company may determine. In connection with completion of the offering, the company may pay finder’s fees or commissions to eligible third parties that have assisted in introducing subscribers to the offering. Completion of the offering is subject to a number of conditions, including, but not limited to, the receipt of the approval of the TSX Venture Exchange, the company having received commitments for no less than 10 million units and the company having completed the consolidation. Completion of the consolidation remains subject to the approval of the TSX Venture Exchange and the satisfaction of applicable public distribution requirements.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 — Prospectus Exemptions, the offering is being made to purchasers resident in Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. The securities offered under the listed issuer financing exemption will not be subject to a hold period in accordance with applicable Canadian securities laws. There is an offering document related to the offering that can be accessed under the company’s profile at SEDAR and on the company’s website. Prospective investors should read this offering document before making an investment decision.

The company intends to use the aggregate proceeds from the offering to advance its primary business objective of continuing exploration and development of its projects in West Africa, and for general working capital purposes.

About Nexus Gold Corp.

Nexus Gold is a Canadian-based gold development company with a portfolio of exploration projects in West Africa. The company’s West African portfolio features three projects located on active gold belts and proven mineralized trends.


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