Nighthawk Announces $9.0 Million Bought Deal Private Placement

/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, May 15, 2019 - Nighthawk Gold Corp. ("Nighthawk" or the "Company") (TSX: NHK; OTCQX: MIMZF) is pleased to announce that it has entered into an agreement with a syndicate of underwriters co-led by PI Financial Corp and BMO Capital Markets Canada Ltd., including Haywood Securities Inc., pursuant to which the underwriters have agreed to purchase 8,054,000 flow-through common shares  (the "FT Shares") and 11,674,000 charity flow-through common shares (the "Charity FT Shares"), which the FT Shares and Charity FT Shares will qualify as "flow-through shares" within the meaning of the Income Tax Act (Canada), on a bought deal private placement basis (the "Offering").

The FT Shares will be sold at a price of $0.40 per Share and the Charity FT Shares will be sold at a price of $0.495 per Charity FT Share, for aggregate gross proceeds of $9.0 million. The Company has also granted the underwriters an option to purchase up to an additional 1,208,100 FT Shares and 1,751,100 Charity FT Shares to cover over-allotments, exercisable in whole or in part at any time prior to the closing date of the Offering.  

The gross proceeds from the sale of the FT Shares and Charity FT Shares will be used for exploration expenditures on Nighthawk's Indin Lake Gold Property located in Canada's Northwest Territories, where the Company intends to increase its 2019 exploration budget from the initial $10 million to $15 million, and expects to complete a minimum of 35,000 metres of drilling on its Colomac Gold Project and several of its high-priority regional targets.

Dr. Michael Byron, President and CEO commented, "We are very pleased to be able to raise additional capital which will allow us to expand our ongoing exploration activities on our Indin Lake Gold Property. We are extremely appreciative of the support we continue to receive from our shareholders and strategic partners who are aligned with our vision and believe in the gold camp potential of our extensive land package.

"Drilling at Colomac commenced in early March and the first set of results are expected within the coming weeks. This year we will continue with a relatively even split of drilling between Colomac and our higher-priority regional targets that continue to illustrate the robust nature of the Indin Lake greenstone belt."

The Offering is expected to close on or about June 6, 2019, 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.

In connection with the Offering, the underwriters will receive on closing of the Offering a cash fee of 6.0% of the gross proceeds of the Offering, excluding gross proceeds from the issuance of FT Shares and Charity FT Shares to participants on a president's list to be agreed upon by the Company and the underwriters for which a commission of 3.0% of such gross proceeds will be paid by the Company to the underwriters.

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 is focused on advancing the Colomac Gold Project with a current inferred resource of 2.6 million ounces of gold (50.3 million tonnes at an average grade of 1.62 grams per tonne gold), as well as advancing its other regional gold deposits and showings within this largely underexplored Archean gold camp.

The Company has an experienced and dedicated team and is well funded to complete its goals and objectives over the next 12 months.

Qualified Person
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. Please refer to NI 43-101 technical report "Technical Report and mineral resource estimate update on the Colomac Property of the Indin Lake Project", dated June 13, 2018, as filed under the company's profile on www.sedar.com.

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 closing of the Offering, the use of proceeds and the Toronto Stock Exchange acceptance. 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, 2018, 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.

SOURCE Nighthawk Gold Corp.