Nighthawk Gold Corp. (“Nighthawk” or the “Company”) (TSX: NHK) is pleased to announce that Institutional Shareholder Services (“ISS”), an independent proxy advisory firm who provides voting recommendations to institutional shareholders, has recommended that Nighthawk shareholders vote FOR the proposed special resolutions at the upcoming meetings to be held on January 29, 2024 (the “Meetings”) for Nighthawk and Moneta Gold Inc. (“Moneta”) shareholders to approve the proposed plan of arrangement pursuant to which Moneta will, among other things, acquire all of the issued and outstanding common shares of Nighthawk (the “Transaction”). For more information of the Meeting, please visit www.nighthawkgold.com/investors.

The Company also wishes to provide the following additional disclosure to supplement the disclosure in the joint management information circular (the “Circular”) for the Meetings in connection with the Transaction. Capitalized terms not otherwise defined below shall have the meanings ascribed to such terms in the Circular. The Company is subject to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). MI 61-101 provides that, in certain circumstances, where a “related party” (as defined in MI 61-101) of an issuer is entitled to receive a “collateral benefit” (as defined in MI 61-101) in connection with an arrangement transaction such as the Transaction, such transaction may be considered a “business combination” for the purposes of MI 61-101 and subject to minority shareholder approval requirements. However, there are certain exceptions to these requirements.

In the case of Nighthawk, a director, an officer, an individual who is both an officer and director, and an insider of the Company held more than 1% of the common shares of Nighthawk, calculated on a partially-diluted basis, at the time the Transaction was agreed. As a result, the board of directors of Nighthawk formed an independent committee to consider whether such persons are receiving benefits as a consequence of the Transaction with a value of less than 5% of the amount of the consideration they would receive in exchange for their equity as contemplated by MI 61-101. As a result of the Transaction, none of these individuals are entitled to any change of control payment or other lump sum payment but in the case of the directors and officers, each is entitled to have certain options and share units accelerated as a result of the Transaction which may be considered a collateral benefit for the purposes of MI 61-101. The independent committee has reviewed the value of this acceleration and determined that it is less than 5% of the amount of the consideration each individual would receive in exchange for their equity as a result of the Transaction and as such are not collateral benefits. Therefore, as a result of this determination, the resolution of shareholders of the Company approving the Transaction will not require “minority approval” in accordance with MI 61-101.

The Company is not required to obtain a formal valuation under MI 61-101 and, to the knowledge of the Company after reasonable inquiry, there has been no prior valuation of the Company, the common shares in the capital of the Company or the Company’s material assets in the 24 months prior to the date of the Circular.

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.

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