TSX: NHK

OTCQX: MIMZF

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Toronto, Ontario, May 3, 2022 – Nighthawk Gold Corp. (“Nighthawk” or the “Company”) (TSX: NHK; OTCQX: MIMZF) is pleased to announce that it has completed its previously announced “bought deal” public offering (the “Offering”). Pursuant to the Offering Nighthawk issued (i) 10,000,000 units (“Units”), (ii) 9,285,000 units issued on a flow-through basis (the “FT Units”), and (iii) 16,871,200 units issued on a premium flow-through basis (the “Premium FT Units”), for aggregate proceeds of approximately C$31 million, which reflects the partial exercise of the overallotment option. The Offering was led by Sprott Capital Partners LP and Laurentian Bank Securities Inc., and included Leede Jones Gable Inc., BMO Nesbitt Burns Inc., Haywood Securities Inc., National Bank Financial Inc., PI Financial Corp., and Scotia Capital Inc. (collectively the “Underwriters”).

Keyvan Salehi, President and CEO commented, “We are very pleased to have completed a successfully upsized financing, bringing our current working capital balance to approximately C$39.3 million. We are now well-funded to advance our exploration programs over the next 2 years and we look forward to updating the markets on our 2022 Exploration Program shortly.”

The Units were sold at a price of C$0.70 per Unit, the FT Units were sold at a price of C$0.81 per FT Unit, and the Premium FT Units were sold at a price of C$0.98 per Premium FT Unit. Each Unit is comprised of one non flow-through common share and half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to acquire one common share on a non-flow through basis at a price of C$1.05 until May 3, 2024. Each FT Unit and Premium FT Unit is comprised of one flow-through common share and half of one Warrant, issued on a flow-through basis. The common share and Warrant components of the FT Units and Premium FT Units will qualify as a "flow-through share" within the meaning of the Income Tax Act (Canada).

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 district-scale gold property, located in Canada’s Northwest Territories, with the focus on mineral resources expansion opportunities and testing greenfield targets.

The Underwriters were paid a cash commission in connection with the Offering. The Underwriters were also issued 1,084,686 broker warrants exercisable until May 3, 2024 at an exercise price equal to C$0.70 per common share.

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 more than 930 km2 of district-scale land position within the Indin Lake Greenstone Belt, located approximately 200 km north of Yellowknife, Northwest Territories, Canada. The Company is advancing several highly prospective exploration targets. Nighthawk’s experienced management team, with a track record of successfully advancing projects and operating mines, is working towards demonstrating the economic viability of its assets and rapidly advancing its projects towards a development decision.

FOR FURTHER INFORMATION PLEASE CONTACT:

NIGHTHAWK GOLD CORP.

Tel: 1-416-880-7090; Email: info@nighthawkgold.com Website:www.nighthawkgold.com

Keyvan Salehi President & CEO Michael Leskovec CFO Allan Candelario VP, Investor Relations

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 and the use of proceeds. 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 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, 2021, 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 forwardlooking information. Nighthawk does not undertake to update any forward-looking information, except in accordance with applicable securities laws.