Nighthawk Gold Announces C$10.6 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, July 17, 2023 -- Nighthawk Gold Corp. ("Nighthawk" or the "Company") (TSX: NHK; OTCQX: MIMZF) announces that it has entered into an agreement, with a syndicate of underwriters sole-led by National Bank Financial Inc. (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, or arrange for substitute purchasers to purchase, (i) 11,250,000 common shares of the Company ("HD Shares") at a price of C$0.40 per HD Share, and (ii) 13,250,000 common shares of the Company issued on a flow-through basis (the "FT Shares") and together with the HD Shares, the "Offered Securities") at a price of C$0.46 per FT Share, for aggregate gross proceeds of C$10,595,000, on a bought deal private placement basis (the "Offering"). The Company has also granted the Underwriters an option to purchase up to an additional 6,449,000 shares of either the HD Shares or FT Shares or combination thereof with the same terms as the Offering, to be exercised in whole or in part at the sole discretion of the Underwriters, at any time up until two business days prior to the Closing Date.

The aggregate net proceeds raised from the HD Shares will be used to fund ongoing project development expenditures, and for working capital and general corporate purposes.

An amount equal to the aggregate gross proceeds raised from the FT Shares will be used to incur, on or before December 31, 2024, "Canadian exploration expenses" (within the meaning of the Income Tax Act (Canada) (the "Tax Act")), that will qualify as "flow-through mining expenditures" within the meaning of the Tax Act (the "Qualifying Expenditures").

The Offering is expected to close on or about August 4, 2023 or such other date as agreed between the Company and the Underwriters (the "Closing Date"), and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the Toronto Stock Exchange ("TSX"). The securities issued pursuant to the Offering shall be subject to a four-month plus one day hold period in Canada commencing on the Closing Date under applicable Canadian securities laws.

In consideration for their services, the Underwriters will receive a cash commission equal to 6.50% of the gross proceeds of the Offering.

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.

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 and development company with 100% ownership of more than 947 km² District Scale Property within 200 km north of Yellowknife, Northwest Territories, Canada. Nighthawk's experienced management team, with a track record of successfully advancing projects and operating mines, is working towards rapidly advancing its assets towards a development decision.

FOR FURTHER INFORMATION PLEASE CONTACT:
Nighthawk Gold Corp.
Tel: +1 (416) 863-2105; Email: info@nighthawkgold.com
Website: www.nighthawkgold.com

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. All information other than information related to historical facts that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking information. Forward-looking information includes, but is not limited to, information with respect to the Company's exploration initiatives; the closing of the Offering; the use of proceeds and the timing of such use of proceeds; the tax treatment of the FT Shares; the timing of the tax renunciation to the subscribers; and the receipt of regulatory approval including TSX approval. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "advancing", "working towards", "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 failure to obtain regulatory and other approvals, 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, the war in Ukraine and its effect on supply chains, environmental risks, COVID-19 and other pandemic 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, 2022, 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.