Metals Update 22/03/2021

Highgold samples up to 184 g/t Au at Johnson Tract

Highgold Mining Inc. has received surface sampling results from its flagship Johnson Tract polymetallic gold project in south-central Alaska, United States. Results reported today include rock and soil samples collected in the 2020 field season from regional prospects surrounding the main JT Deposit, including the Milkbone Prospect (“Milkbone”) and the Easy Creek Prospect (“Easy Creek”). Both prospects are spatially associated with a six kilometer long regional structure (referred to as the “Milkbone Fault”) that transects the north portion of the Project (Figure 1). Additional high-grade rock sample results for the Difficult Creek Prospect (“DC”) are also reported herein.

Surface Geochemical Highlights

Milkbone Results

A reconnaissance soil line collected across the trace of the north-south trending Milkbone Fault has identified a strong gold-in-soil anomaly with supporting high-grade rock sample results from near-source boulders and subcrop. The soil line crosses a large gossaneous alteration zone, located 400 meters west of the new High-Grade Ag-Au Vein Field recently announced at the DC Prospect (Figure 2) (see Company press release dated February 11, 2021). Highlight assay results include:

184 g/t Au, 46 g/t Ag, 20% Pb, 2.1% Zn, 0.1% Cu in a grab rock sample*

5.2% Zn and 0.4 g/t Au in a grab rock sample*

Gold-in-soil values ranging from 70 ppb to 4,390 ppb (4.39 g/t Au) over a 150-meter wide zone

Easy Creek Results

A 1,500 meter x 1,000 meter gold-in-soil anomaly (20 ppb to 1,610 ppb gold) +/- copper +/- molybdenum has also been identified at the northern end of the Milkbone Fault at the Easy Creek prospect. Highlight assay results include:

1.3 g/t Au and 0.9 g/t Au/0.92% Cu in individual grab rock samples*

Gold-in-soil values ranging from 70 ppb to 1,000 ppb (1 g/t Au) within a 350-meter diameter area surrounding a biotitic quartz-diorite intrusive with coincident copper-in-soil values ranging from 272 ppm to 1,805 ppm (0.18% Cu)

High-Grade Ag-Au Vein Field Results (DC Prospect)

New high-grade gold and silver assays are reported for veins at the western end of the High-Grade Ag-Au Vein field at the DC Prospect, expanding it to more than 1,000 meters in length, including:

1,500 g/t Ag and 4.1 g/t Au in a grab rock sample*

7.9 g/t Au and 94 g/t Ag over 1.4 m in a rock chip channel sample

*Note – grab samples by their nature are selective and not necessarily representative of the mineralization hosted on the property.

“We are extremely pleased with the regional picture emerging at Johnson Tract with recent surface exploration results now defining widespread, robust and diverse styles of mineralization over an area several square kilometres in size,” commented President and CEO Darwin Green. “We are looking forward to drill testing several of these new prospects for the first time in our upcoming 2021 field season while also methodically expanding our high-grade JT Deposit cornerstone resource (750koz at 10.9 g/t AuEq Indicated).”

2020 Surface Exploration Program

Concurrent with the 16,418 meter/32 drill hole program completed in the JT Deposit area, the Company carried out a regional exploration program designed to evaluate prospects on the surrounding district-scale 21,000-acre property. The work included reconnaissance-level geological mapping, prospecting and geochemical sampling to evaluate historic showings and to explore for new zones of mineralization. Rock sampling and contour soil sample lines were collected along with Induced Polarization geophysical surveys at the DC and Kona prospects.

Results from rock and soil sample locations are shown on Figure 1 and Figure 2. Results from other regional prospects will be presented at a later date pending receipt of additional assay data.

Discussion of Results and Regional Gold-Bearing Structure

The Milkbone Fault is a 6 km long north-south fault that may represent an important regional gold-bearing structure in the northern portion of the Johnson Tract project. It is separate and distinct from the main JT Deposit area located several kilometers to the southwest.

The Milkbone Fault dips steeply to the west and in the Milkbone Prospect area places fresh andesite on the east side against silicified pyritized dacitic tuff on the west side. Rock sampling of sub-angular float encountered while soil sampling across the surface trace of the fault at the Milkbone Prospect returned up to 184 g/t Au, 46 g/t Ag, 20% Pb, and 2.1% Zn. Sampling of the adjacent silicified pyritized host rock returned 1.03 g/t Au and 1% Pb. The east-west contour soil line over the trace of Milkbone Fault returned gold-in-soil values ranging from 70 ppb to 4,390 ppb (4.39 g/t Au) over a 150-meter wide zone. The Milkbone Prospect soil anomaly is located 400m west of the western limit of the new +1000 long High-Grade Ag-Au Vein Field discovered at the DC Prospect.

The Milkbone Fault can be traced four kilometers northwards to the Easy Creek Prospect where recent contour soil sampling has identified a broad 1,500-meter x 1,000-meter gold-in-soil anomaly (20 ppb to 1610 ppb Au) and local elevated copper and molybdenum. A cluster of very high values was returned from a 350-meter diameter area circling a biotitic quartz-diorite intrusive, where 33 soil samples range from 70 ppb to 1000 ppb gold (average = 273 ppb Au). Overlapping copper-in-soil values range from 272 ppm to 1,805 ppm (0.18% Cu). Rock sampling along the soil lines returned highs of 1.3 g/t Au and 0.9 g/t Au/0.92% Cu in individual grab rock samples.

The soil anomalies at the Milkbone and Easy Creek Prospects are open to expansion and will be a focus of additional follow-up during the upcoming 2021 field season. Along with the recently defined +1000m long Ag-Au Vein Field at the DC Prospect, multiple promising new targets have been identified for future discovery focused drilling.

The Company continues to process incoming data from the 2020 field season, including the inversion of DCIP geophysical data collected from the DC and Kona Prospects and additional rock sample data.

Copper Fox pegs Schaft Creek at 7,764.47Mlb Cu M&I

Copper Fox Metals Inc. has provided the results of a resource estimate for the Schaft Creek polymetallic copper-gold-molybdenum-silver porphyry copper project located in northwest British Columbia. The Schaft Creek project is managed through the Schaft Creek Joint Venture (“SCJV”) formed in 2013 between Teck Resources Limited (“Teck”) (75%) and Copper Fox (25%) with Teck being the operator. The Resource Estimate was prepared by Tetra Tech Canada Inc. (“Tetra Tech”) and Red Pennant Geoscience (“Red Pennant”) in accordance with NI 43-101 standards (May 9, 2016), CIM Definition Standards (May 19, 2014) with guidance from CIM Best Practice Guidelines (November 29, 2019).

Resource EstimateThe Resource Estimate for the Schaft Creek project, as prepared by Tetra Tech and Red Pennant, and reported below, forms the base case used in the upcoming Preliminary Economic Assessment (“PEA”) under preparation by Copper Fox. The effective date of the Resource Estimate is January 15, 2021. The NI 43-101 Technical Report disclosing the Resource Estimate will be filed on SEDAR within 45 days.

Average Value           Metal Content     
Category  Mass   Cu  Au  Mo   Ag CuEq   Cu    Au   Mo   Ag  
           Mt    %  g/t   %  g/t  %    Mlb   Moz  Mlb   Moz 
Measured    176.4 0.32 0.22 0.018 1.46 0.48 1,261.49 1.28  71.03  8.26 
Indicated 1,169.1 0.25 0.15 0.017 1.22 0.37 6,502.98 5.69 439.56 46.00
Total M&I 1,345.5 0.26 0.16 0.017 1.25 0.39 7,764.47 6.97 510.59 54.26
Inferred    343.6 0.17 0.11 0.013 0.84 0.26 1,303.07 1.18  95.50  9.28 

Mt=millions of tonnes, Cu=copper, Au=gold, Mo=molybdenum, Ag=silver, CuEq=copper equivalent, Mlb=millions of pounds, Moz=millions of ounces.Mineral Resources are reported using the 2014 CIM Definition Standards.The QP for the estimate is Mr. Michael F O’Brien, P.Geo., Red Pennant Geoscience.Mineral Resources have an effective date of 15 January 2021.Mineral Resources are reported within a conceptual constraining pit shell that includes the following input parameters: $3/lb Cu, $1,200/oz Au, $10/lb Mo, $20/oz Ag, and pit slope angles that vary from 40-44o, metal prices are in US$.Metallurgical recoveries reflective of prior test work that averages: 86.6% for copper, 73.0% for gold, 58.8% for molybdenum and 48.3% for silver.Mineral Resources are reported using a net smelter return (“NSR”) cut-off of US$4.31/t.Tonnes are metric tonnes, with copper and molybdenum grades as percentages, and gold and silver grades as gram per tonne units.Copper and molybdenum metal content is reported in pounds and gold and silver content is reported in troy ounces.Totals and Metal Content may not sum due to rounding and significant digits used in calculations.Copper Equivalent % was estimated using average metallurgical recoveries for copper, gold, molybdenum and silver and metal prices stated in this release.

Elmer B. Stewart, President and CEO of Copper Fox stated, “The geological and resource modelling completed on the Schaft Creek deposit over the past several years has informed a high level of confidence in the current Resource Estimate which forms the basis for the Schaft Creek PEA. The recently announced 2021 Schaft Creek program is focused on further refinements to the conceptualized pit used to constrain the Resource Estimate with the objective of obtaining additional information to confirm opportunities to lower capital and operating costs and refine overall pit slope angles.”

Resource Estimate UncertaintyAreas of uncertainty that may materially impact the mineral resource estimates include changes to: long-term metal price assumptions; interpretations of mineralization geometry, fault geometry and continuity of mineralized zones; net smelter return used to constrain the estimates; the regression equation used to fill in missing gold and silver values; metallurgical recovery assumptions; input assumptions used to derive the conceptual open pit outlines used to constrain the estimate; variations in geotechnical, hydrogeological and mining assumptions and environmental, permitting and social license assumptions.

There are no other known environmental, legal, title, taxation, socioeconomic, marketing, political or other relevant factors that would materially affect the estimation of mineral resources that are not discussed in the Report.

Mineral resources are estimated within a US$4.31 NSR grade shell to meet “reasonable prospects for eventual economic extraction”. The mineral resources are estimated using criteria consistent with the CIM Definition Standards (2014) and the “CIM Estimation of Mineral Resources and Reserves Best Practice Guidelines” (2019).

Cautionary Note to InvestorsWhile the terms “measured (mineral) resource”, “indicated (mineral) resource” and “inferred (mineral) resource” are recognized and required by National Instrument 43-101 – Standards of Disclosure for Mineral Projects, investors are cautioned that except for that portion of mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic viability. Investors are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be upgraded into mineral reserves. Additionally, investors are cautioned that inferred mineral resources have a high degree of uncertainty as to their existence, as to whether they can be economically or legally mined, or will ever be upgraded to a higher category.

United States investors are advised that current Mineral Resources are not current Mineral Reserves and do not have demonstrated economic viability.

Geological ModelThe Schaft Creek deposit is a Late Triassic calc-alkaline Cu-Mo-Au-Ag porphyry deposit with three major distinct mineralized zones as described below.

The Liard Zone comprises narrow, porphyritic quartz monzonite to quartz monzodiorite dikes intruding andesitic volcanic and volcaniclastic host rocks. A single, thicker “Central Porphyry” dike occurs within the central portion of the Liard Zone. The porphyritic dikes are spatially associated with potassic alteration, increased density of quartz-sulphide veins and vein stockworks and a zone of elevated Cu-Au grades. The most intense alteration and highest copper grades commonly occur in the host rock immediate adjacent to the porphyry dikes. Chalcopyrite, bornite, and pyrite also occurs as disseminations in the host rocks and the porphyry dikes. Three styles of vein-hosted mineralization (Cu-Au-Mo) with no preferred trend, occur in the Liard Zone and have associated K-feldspar and epidote alteration assemblages. The boundaries of the Liard Zone are defined by faults in most directions.

The Paramount Zone comprises an elongate, multi-phase igneous-hydrothermal, north-northwest trending breccia body emplaced into quartz monzonite and andesitic volcanic host rocks. High-grade mineralization occurs within the breccia body and extends up to 200 meters (“m”) into the quartz monzonite hanging wall and, to a lesser extent, into the footwall andesitic volcanic rocks. Mineralization in the Paramount Zone consists of quartz-sulphide stockwork, outside of the breccia body and three styles of mineralization within the breccia body. Potassic alteration intensity, vein density, and vein thickness all increase towards the breccia zone. A sulphide zonation (from chalcopyrite > pyrite, to chalcopyrite > bornite, to bornite > chalcopyrite) is apparent outside of the breccia body and extends inwards. Molybdenite occurs throughout the Paramount Zone. The mineralization in the Paramount Zone is open at depth and to the south, towards the West Breccia Zone.

The West Breccia Zone comprises an elongated, north-northwest trending hydrothermal breccia body that has been emplaced into andesitic volcanic and volcaniclastic rocks. The breccia has a strike length of approximately 500m and extends at least 200m below surface. The West Breccia Zone is like the Paramount Zone breccia and comprises different styles of mineralization dominated by low to medium-temperature breccia mineralogy. The mineralization assemblages in the West Breccia Zone include (1) Cu-Mo-Au (2) Cu-Mo and (3) high-grade Cu-Mo-Au. The boundaries of the West Breccia Zone are poorly constrained, and the breccia remains open to the north and south.

Resource Estimate MethodologyExploration Data AnalysisThe exploration data and analytical database was verified by preparation and review of histograms, scatter plots, sample statistics, mean versus standard deviation plots and spatial review of mineralization patterns. Leapfrog Geo v6.0.3 and Leapfrog Edge software was used to complete the resource estimate and review of the sampling data and the resulting block estimates.

DomainsThe twenty-two estimation domains are labelled with a four-digit code denoting lithology, structural block, and sequence number. Copper, gold, molybdenum, and silver were estimated within these domains. The Domains were verified for geometric and logical integrity and consolidated to reflect similar variography. The estimate was compared to the 2018 SCJV resource modelling and the resource estimate previously completed by Tetra Tech.

Domain Estimation BoundariesContact analysis and structural context were used to determine which domains could be combined for resource estimation and whether hard or soft boundaries should be used. Sixteen domains were estimated using ‘hard boundaries” (using only data from within the relevant domain). Six domains were estimated using ‘soft boundaries” (inclusion of limited additional samples outside the relevant domain).

DensityBulk density was applied to the model by assigning the average value of 2.69 g/cm3 for all domains except overburden (domain 1000), which has an assigned bulk density of 2.0 g/cm3.

Grade Outlier RestrictionStatistical analysis of the drill hole assay data indicates the need to limit the influence of select high grade samples in the estimates. Threshold values were determined by analysis of composites distribution using histograms and mean variance plots for each grade estimation domain. Composite grades that exceeded the threshold values identified from the statistical analysis were reduced to the threshold for estimation purposes.

CompositesThe drill core had been most frequently sampled at 3m or 2m intervals, with shorter intervals having been sampled at geological boundaries. For the purposes of the resource estimate, the data were composited to 6m intervals, broken at geological boundaries. Short residual samples (<3m) at the base of the domains were merged with the composite sample above to homogenize sample support.

VariographyVariogram modelling was undertaken using Leapfrog Edge. Variograms were modelled for copper, molybdenum, silver, and gold using normal scores transformed data to reduce the masking effects of extreme values. Traditional variograms with a nugget effect and up to two spherical models were used to model the data in all cases. Nugget values were estimated using the downhole variogram, with 6m lag spacing to match the composite length. Lag spacing for the directional variograms was generally set to multiples of the 6m composite length and the angular tolerance was adjusted where necessary to develop experimental variograms. The direction of continuity varies by domain. Variograms were modelled with a nugget and either one or two spherical structures.

A local orientation model for variography and search was developed from the orientations of the copper variogram models. The orientations of the variogram models were used to build smoothed and nested form interpolants in Leapfrog Geo. The orientations of these form interpolants were projected as meshes to each block in the block model and used to orientate the search and variogram ellipsoids to improve conformance to local spatial grade patterns.

Estimation Interpolation MethodsCopper, molybdenum, silver, and gold were estimated using ordinary kriging (OK) with inverse distance and nearest neighbour estimates generated for validation. Locally oriented search ellipses for copper, molybdenum, silver, and gold interpolation with search ranges of twice the maximum ranges of the modelled variograms were applied. A block discretization of 5 x 5 x 3 (X, Y, Z) points was used. Blocks were estimated in one pass using a minimum of 3 and a maximum of 7 composites with a maximum of 3 composites per drill hole and thus a minimum of 3 drill holes to estimate a block.

Block ModelThe model has a parent block size of 20 x 20 x 15m and 5 x 5 x 5m sub-blocks to preserve volumes of complex domain shapes. Solids of the domains were created and used to code the block model and control the sub-blocking.

Block Model ValidationSeveral validation techniques have been utilised to ensure that the estimates are reasonable. Swath plots comparing composite grade to the kriged estimate in corridors in the X, Y and Z directions were completed. Comparison was also made with inverse distance to the second power (ID2) estimates and nearest neighbour (NN) estimates (representing declustered composite grades). Visual comparisons on section and in plan and comparison of grade-tonnage curves for the kriged estimates and the previous mineral resource estimates and the inverse distance estimates were also completed.

Altus Strategies closes $13.35M financing

Altus Strategies PLC has conditionally raised 7.70 million pounds sterling/$13.35-million (before expenses) by way of an oversubscribed placing and subscription of 10,266,668 new ordinary shares at an issue price of 75 pence/$1.30 per share, with existing and new institutional and private investors.

Highlights:Completion of over-subscribed Fundraising raising pounds sterling7.70 million / C$13.35 millionStrategic investor La Mancha has subscribed for 35.43% of the FundraisingFundraising has attracted new institutional and family office investors to the share registerAltus Directors and PMDRs participated in the FundraisingNet proceeds primarily used to accelerate gold exploration programmes in Egypt and MaliShard Capital Partners LLP appointed as joint broker

Steve Poulton, Chief Executive of Altus, commented:

"We are delighted to announce the completion of this oversubscribed Fundraising, raising a total of pounds sterling7.70 million / C$13.35 million at pounds sterling0.75 / C$1.30 per share. The Fundraising was cornerstoned by our strategic shareholder La Mancha, subscribing pro rata to its 35.43% shareholding. Following the completion of the Fundraising, Altus has a strong balance sheet, comprising approximately pounds sterling12.5 million / C$21.6 million in cash and pounds sterling1.5 million / C$2.6 million in listed equities.

"Altus is a mining royalty generator which has assembled and is continuing to aggressively grow a strong and diversified portfolio of high quality and strategically located gold and base metal project and royalty interests across Africa. The net proceeds from this Fundraising will be used to aggressively accelerate our exploration programmes primarily in Egypt and Mali, as well as enable us to consider potential project and royalty acquisition opportunities.

"With this Fundraising we are also delighted to have strengthened our shareholder base with a number of notable institutions, family offices and private investors who share our vision. The Board of Altus welcomes these shareholders to the Company and thanks all of its shareholders for their continued support."

Details of the Fundraising

The Fundraising was cornerstoned by the Company’s largest and strategic shareholder La Mancha Holding S.a r.l. ("La Mancha") and included participation by certain Directors and Persons Discharging Managerial Responsibilities ("PDMR"). The Fundraising was led by joint brokers SP Angel Corporate Finance LLP ("SP Angel") and Shard Capital Partners LLP ("Shard").

The Issue Price represents a discount of approximately 8.0 per cent. to the closing mid-market AIM price of pounds sterling0.815 / C$1.41 on Friday 19 March 2021, being the last trading day prior to the release of this announcement of the Fundraising. The new Ordinary Shares will represent approximately 12.77 % of the Company's enlarged issued share capital on Admission.

The Fundraising is conditional, amongst other things, on the admission of the new Ordinary Shares to trading on the AIM market of the London Stock Exchange ("Admission") and approval of the TSX Venture Exchange ("TSX-V"). Application has been made to the London Stock Exchange for 10,266,668 new Ordinary Shares to trading on AIM and it is expected that Admission and dealings in these new Ordinary Shares will commence on AIM at 8.00 a.m. on, or around, Wednesday 24 March 2021.

The Ordinary Shares issued to La Mancha and the Altus directors and officers participating in the Fundraising, as described below, will be subject to a TSX-V four-month hold period and the Ordinary Shares issued to Canadian investors will be subject to a Canadian regulatory four-month hold period. The hold periods will expire on Monday 26 July 2021.

Details of Director and PDMR subscriptions

Details of Director and PDMR subscriptions in the Fundraising are outlined in the table below:

                                    New Ordinary Shares                 following                  % holding
Director        Position            being subscribed                    Admission        following Admission

Steven Poulton  CEO & Director      37,061                              5,757,061                       7.16
Matthew GraingerExecutive Director  13,333                              2,098,899                       2.61
Alister Hume    Business Development7,000                               7,000                           0.01
Richard Belcher VP Exploration      6,666                               6,666                           0.01
Will Slater     VP Operations       6,000                               222,104                         0.28

Related Party Transaction

La Mancha, as a substantial shareholder, is a "related party" pursuant to the AIM Rules for Companies and Canadian Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Accordingly, La Mancha's subscription in the Fundraising constitutes a related party transaction pursuant to AIM Rule 13 and MI 61-101 ("Related Party Transaction"). The subscriptions by the five Altus Directors and Officers also constitute Related Party Transactions under MI 61-101.

The Directors of the Company, excluding Karim Nasr (being the board representative of La Mancha) and those Directors participating in the Fundraising, having consulted with SP Angel Corporate Finance LLP, consider that the terms of the Related Party Transaction are fair and reasonable insofar as the shareholders of the Company were concerned.

A Material Change Report was not filed at least 21 days before the closing of the Fundraising as required by MI 61-101 as there was insufficient time to file the Report before closing. The Related Party Transactions are exempt from (i) the formal valuation requirements of MI 61-101 as the Ordinary Shares are not traded on any of the stock exchanges prescribed by MI 61-101 and (ii) the minority shareholder requirements of MI 61-101 as the Fundraising does not exceed 25% of the Company's market capitalisation.

Use of Proceeds

The net proceeds of the Fundraising (approx. pounds sterling7.58 million / C$13.14 million) are to be used as follows: pounds sterling2.00 million / C$3.47 million – Egypt exploration programmes pounds sterling2.00 million / C$3.47 million – New royalty or project acquisitions pounds sterling0.80 million / C$1.38 million – up to 10,000m of drilling planned for Q2 2021 and a Preliminary Economic Assessment at the Diba gold project in Mali pounds sterling2.78 million / C$4.82 million – General working capital

Total Voting Rights

Following Admission, there will be a total of 80,384,269 Ordinary Shares in issue (issued), none of which are held in treasury. Shareholders should use that number as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

No offer or solicitation

This Announcement is for information purposes only and does not constitute an invitation to any person to purchase or subscribe for shares in the Company or any other securities or engage in any form of investment activity. This Announcement is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within the United States of America its territories and possessions, any state of the United States or the District of Columbia (collectively, the "United States"), Australia, Japan, New Zealand or the Republic of South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This Announcement is directed only at persons in member states of the European Economic Area ("EEA") who are "qualified investors" ("Qualified Investors") within the meaning of Article 2(e) of Regulation (EU) 2017/1129, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "Prospectus Regulation"). In addition, in the United Kingdom, this Announcement and any offer if made subsequently is directed only at Qualified Investors, who are also (i) persons who have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) high net worth entities falling within Article 49(2) of the Order or (iii) other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). This Announcement must not be acted on or relied on (i) in any member state of the European Economic Area, by any person who is not a Qualified Investor (ii) in the UK, by any person who is not a relevant person.

The Fundraising does not constitute a public offer of securities and accordingly no offer document, prospectus or admission document has been or will be approved by the FCA in relation to the Fundraising.

Nighthawk Gold arranges $10.95-million financing

Nighthawk Gold Corp. has entered into an agreement with a syndicate of underwriters led by Scotiabank, pursuant to which the underwriters have agreed to purchase 2.55 million units, 865,000 flow-through units and 5.75 million premium flow-through units on a bought deal private placement basis for aggregate proceeds of approximately $10.95-million.

The Units will be sold at a price of $0.96 per Unit, the FT Units will be sold at a price of $1.15 per FT Unit, and the Premium FT Units will be sold at a price of $1.305 per Premium FT Unit. Each Unit will be comprised of one non flow-through common share and 0.4 of one common share purchase warrant (each whole warrant, a "Warrant"). Each FT Unit will be comprised of one flow-through common share and 0.4 of one Warrant. Each Premium FT Unit will be comprised of one flow-through common share and 0.4 of one Warrant. The common share component of both the FT Units and the Premium FT Units will qualify as "flow-through shares" within the meaning of the Income Tax Act (Canada). Each Warrant shall entitle the holder thereof to acquire one common share at a price of $1.35 until the date that is 24 months following the closing date of the Offering.

The net proceeds from the sale of the Units will be used for general and administrative expenses and the gross proceeds from the sale of the FT Units and Premium FT Units will be used for exploration expenditures on Nighthawk’s Indin Lake Gold Property located in Canada's Northwest Territories, including the Company's previously outlined drilling targets focused on mineral resource expansion opportunities and greenfield targets to identify new, near-surface mineralization proximal to the main Colomac Deposit (see press release dated March 1, 2021).

Keyvan Salehi, President and CEO commented, "The size and quality of our land position provides us with a very strong footprint in Canada's Northwest Territories. We see a tremendous opportunity given the prospective nature of the Indin Lake Gold Property, a vastly underexplored Archean gold camp. This round of financing allows us to advance a number of our targets including known deposits that will be explored in an effort to expand the in-pit mineral resources, and to conduct significant testing at a select group of greenfield targets to support our goals of substantially increasing the global mineral resource base. With the continued support from our key shareholders led by Northfield Capital and Kinross Gold Corporation, we look forward to an exciting year as we prepare to commence drilling this month."

The Offering is expected to close on or about April 13, 2021, or such other date as agreed between the Company and the underwriters, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the Toronto Stock Exchange.

It is anticipated that insiders of the Company may participate in the Offering. By virtue of their participation, the Offering would constitute a "related party transaction" under applicable securities laws. The Company expects to release a material change report including details with respect to the related party transaction less than 21 days prior to the closing of the Offering, which the Company deems reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner. As the related party transaction will not exceed specified limits and will constitute a distribution of securities for cash, it is expected that neither a formal valuation nor minority shareholder approval will be required in connection with the Offering.

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