/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./

TSX: NHK TORONTO, June 8, 2021 /CNW/ - 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 led by Sprott Capital Partners, pursuant to which the underwriters have agreed to purchase, or arrange for substituted purchasers to purchase, 6,100,000 units ("Units") and 8,600,000 flow-through units (the "FT Units") on a bought deal basis (the "Offering") for aggregate proceeds of approximately $20 million. Keyvan Salehi, President and CEO commented, "We have received tremendous support for the new strategy we laid out at the beginning of the year. The additional capital will allow us to achieve the planned 75,000 metres of drilling for 2021 (45,000 metres as part of Phase I currently underway, and 30,000 metres for Phase II). As well, this capital raise gives us some cushion to start our 2022 drilling season, where we are targeting upwards of 125,000 metres of drilling.

I am very excited to see our vision start to unfold as we have started to receive assay results that support our strategy of targeting near-surface mineralization for mineral resource growth."

The Units will be sold at a price of $1.15 per Unit and the FT Units will be sold at a price of $1.51 per FT Unit. Each Unit will be comprised of one non flow-through common share and half of one common share purchase warrant (each whole warrant, a "Warrant"). Each FT Unit will be comprised of one flow-through common share and half of one Warrant to be issued on a non-flow-through basis. The common share component of the FT Units will qualify as a "flow-through share" 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 $1.50 until the date that is 24 months following the closing date of the Offering.

In addition, the Company has also granted the underwriters an over-allotment option to purchase up to a further 15% of the number of Units and/or FT Units sold. This over-allotment option is exercisable in whole or in part, at the sole discretion of the underwriters, at any time until and including 30 days 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 will be used for exploration expenditures on Nighthawk's Indin Lake Gold Property located in Canada's Northwest Territories, including the Company's drilling which is focused on mineral resource expansion opportunities and greenfield targets to identify new, near-surface mineralization proximal to the main Colomac Deposit. The Offering is expected to close on or about July 7, 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. The Units and FT Units will be offered by way of a short form prospectus in provinces of Canada, other than the Province of Quebec, and may also be offered by way of private placement in the United States or other jurisdictions outside of Canada. The underwriters will be paid a cash commission in connection with the Offering.  The underwriters will also be issued broker warrants exercisable for a period of 24 months following the closing date, to acquire in aggregate that number of common shares which is equal to 3.0% of the number of Units and FT Units sold under the Offering at an exercise price equal to $1.15 per common share.

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. Qualified Person Richard Roy P.Geo., V.P. Exploration of Nighthawk, who is the "Qualified Person" as defined by NI 43-101 for this project, has reviewed and approved of the scientific and technical disclosure contained in this news release. 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 200km north of Yellowknife, Northwest Territories, Canada. Within this largely underexplored Archean gold camp, the Company has identified a number of high-priority targets all centered around a growing deposit. These targets lie within large regional deformation zones that contain gold mineralization which warrant additional exploration and follow-up. The main goals and objectives over the next 12-24 months will be to carry out exploration to support mineral resource expansion opportunities as well as to foster new, near-surface discoveries that support the global mineral resource base.

The Company has an experienced and dedicated team with a track record of successfully advancing projects and is well funded and supported to advance its near-term goals and objectives.

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 Company's exploration initiatives; the closing of the Offering; the use of proceeds; and the Toronto Stock Exchange approval. 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, 2020, 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.