Nighthawk Closes $12.6 Million Bought Deal Private Placement Financing

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TSX: NHK

TORONTO, June 6, 2019 - Nighthawk Gold Corp. ("Nighthawk" or the "Company") (TSX: NHK; OTCQX: MIMZF) is pleased to announce that it has closed the bought deal private placement (the "Offering"), announced on May 15 and May 16 2019, co-led by PI Financial Corp and BMO Capital Markets, and also including Haywood Securities Inc. (the "Underwriters"), and that the over-allotment option granted to the Underwriters was exercised in full.

Dr. Michael Byron, President and CEO commented, "We are extremely pleased with the support in this recent raise, which included our strategic partners, and a group of cornerstone shareholders who share our long-term views. Concurrent with the announcement of the financing, we announced an increase to our 2019 drill program, upsized to $15 million which we anticipate will allow us to complete a minimum of 35,000 metres of drilling (split between our Colomac Gold Project and our higher priority regional drilling targets), including the continuation of our regional prospecting and mapping program to generate new discoveries and advance priority regional targets towards drill-ready status. At the end of the 2019 drilling campaign, we will look to update the Colomac resource estimate and anticipate producing a maiden resource at our high-grade Damoti Lake Gold Project."

"I truly believe that with our continued efforts, the Indin Lake Gold Property has the endowments to become one of Canada's next gold camps which already has a growing multi million-ounce deposit at its centre. With the recent top-up in funding, we are embarking on a busy and exciting year of exploration, where initial results returned our best gold intercept to date at Colomac, which we announced on May 28, 2019. The three drills on site will be active throughout the remainder of our drilling season with two drills currently in operation at Colomac, and the third now testing some of our higher priority regional targets. We look forward to providing additional results as they become available."

Pursuant to the Offering, the Company issued 14,375,000 flow-through common shares  (the "FT Shares") at a price of $0.40 per FT Share and 13,915,000 charity flow-through common shares (the "Charity FT Shares"), at a price of $0.495 per Charity FT Share for gross proceeds of $12,637,925 million. Both the FT Shares and Charity FT Shares qualify as "flow-through shares" within the meaning of the Income Tax Act (Canada).

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, with an increased exploration budget of $15 million for 2019, with a minimum of 35,000 metres of drilling on its Colomac Gold Project and several of its high-priority regional targets, including approximately $1 million dedicated to its regional prospecting and mapping initiatives.

The FT Shares and Charity FT Shares issued under the Offering, as applicable, are subject to a hold period under Canadian law which will expire four months and one day from the closing date of the Offering being October 7, 2019. Certain directors and officers of the Company participated in the Offering, purchasing in the aggregate 485,000 FT Shares for aggregate proceeds of $194,000.

The Offering remain subject to the final approval of the Toronto Securities Exchange. After giving effect to this Offering, Nighthawk is well financed with approximately $22.0 million in working capital.

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 to 18 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 use of proceeds and the Toronto Stock Exchange final approval; the ongoing exploration program and the timing and results thereof; and an updated resource estimate for the Indin Lake Gold Property, the timing and results thereof. 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.