Nighthawk Gold Obtains Final Court Order for the Proposed Arrangement

Not for distribution to U.S. newswire services or dissemination in the United States

TORONTO–(BUSINESS WIRE)–$NHK.TO#gold—Nighthawk Gold Corp. (“Nighthawk”) (TSX: NHK) and Moneta Gold Inc. (TSX: ME)(OTCQX: MEAUF)(FSE: MOPA) (“Moneta”) are pleased to announce that on January 30, 2024, the Ontario Superior Court of Justice (Commercial List) granted a final order in respect of the proposed arrangement (the “Arrangement”) between Moneta and Nighthawk under the provisions of the Business Corporations Act (Ontario). Assuming that the remaining conditions precedent are satisfied or waived, Moneta and Nighthawk anticipate that closing of the Arrangement will occur on February 6, 2024.

Further details regarding the Arrangement are set out in the Joint Management Information Circular of Nighthawk and Moneta dated December 20, 2023 filed on each company’s respective profile at SEDAR+ (www.sedarplus.ca).

About Moneta

Moneta is a Canadian-based gold exploration company whose primary focus is on advancing its 100% wholly owned Tower Gold Project, located in the Timmins region of Northeastern Ontario, Canada’s most prolific gold producing camp.

About Nighthawk

Nighthawk is a Canadian-based gold exploration and development company with 100% ownership of the Colomac Gold Project and 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.

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 date of the Arrangement. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “accelerate”, “add” or “additional”, “advancing”, “anticipates” or “does not anticipate”, “appears”, “believes”, “can be”, “conceptual”, “confidence”, “continue”, “convert” or “conversion”, “deliver”, “demonstrating”, “estimates”, “encouraging”, “expand” or “expanding” or “expansion”, “expect” or “expectations”, “fast-track”, “forecasts”, “forward”, “goal”, “improves”, “increase”, “intends”, “justification”, “plans”, “potential” or “potentially”, “pro-forma”, “promise”, “prospective”, “prioritize”, “reflects”, “re-rating”, “scheduled”, “stronger”, “suggesting”, “support”, “updating”, “upside”, “will be” or “will consider”, “work towards”, 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 and Moneta to be materially different from those expressed or implied by such forward-looking information, including risks associated with required regulatory 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 ongoing wars and their effect on supply chains, environmental risks, COVID-19 and other pandemic risks, permitting timelines, capex, 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 and Moneta’s respective annual information forms for the year ended December 31, 2022, available on www.sedarplus.ca. Although Nighthawk and Moneta have 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 and Moneta do not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Contacts

FOR FURTHER INFORMATION PLEASE CONTACT:
MONETA GOLD INC.

Tel: +1 (416) 471-5463; Email: info@monetagold.com
Website: www.monetagold.com

NIGHTHAWK GOLD CORP.

Tel: +1 (416) 863-2105; Email: info@nighthawkgold.com
Website: www.nighthawkgold.com