Nexus Gold gets shareholder approval to spin out its Canadian projects

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Nexus Gold Corp.: Nexus Gold receives shareholder approval to spin out its Canadian projects

Vancouver, Canada – August 10, 2022 – Nexus Gold Corp. (Nexus Gold or the Company) (TSX-V: NXS, OTCQB: NXXGF, FSE: N6E) is pleased to announce that its proposed plan (arrangement), as announced on June 28, 2022 , has been approved by the shareholders. The company’s approval has been obtained. The arrangement, which provides for the spin-out of the company’s Canadian projects (namely the Mackenzie Gold Project in Red Lake, Ontario and the 13,000-hectare Cyclone gold-nickel-copper project in Quebec’s James Bay area), was approved in a was. The Extraordinary Shareholders’ Meeting was held on August 4, 2022 in which 99% of the votes were cast.

The arrangement is subject to approval by the Supreme Court of the Province of British Columbia. A court hearing regarding the final approval of the arrangement is scheduled for August 10, 2022. Completion of the arrangement is also subject to approval by the Securities and Exchange Commission of the TSX Venture Exchange.

In preparation for the spin-out, the company has licensed all rights to the Canadian projects to Nexus Metals Corp. (Nexus Metals), a newly formed subsidiary of the company. As per the arrangement, a total of 45,390,465 shares of Nexus Metals (Nexus Metals Shares) will be allocated proportionately to the Company’s shareholders (Nexus Gold Shareholders). Based on the company’s current outstanding share capital, it is estimated that Nexus Gold shareholders will receive approximately 1 Nexus Metals share for every 7 shares of the company.

The arrangement is expected to conclude on or around August 31, 2022.

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Now that we’ve received shareholder approval, we look forward to taking further steps toward the spin-out, says CEO Alex Kleinman. We would like to list Nexus Metals and turn Nexus Gold into two unique and viable exploration companies with a very specific remittance. The Board believes this is the most effective way to realize the value inherent in our project portfolio and we look forward to the next steps in this process, Kleinman continued.

In addition, the Company has advised that it will continue its due diligence process with a view to securing one or more projects for both Nexus Metals and Nexus Gold. Updates on this initiative as well as exploration plans for the coming months will be released for both companies over the next few weeks.

Additional information regarding the arrangement and spin-out can be found in the Corporate Information Circular dated June 7, 2022, which can be found under Nexus Gold’s company profile at SEDAR (www.sedar.com).

The Company will, in due course, determine the record date for the determination of Nexus Gold shareholders entitled to receive Nexus Metals shares under the arrangement (Allotment Date). Under the arrangement, the payment date for Nexus Metals shares allotted to Nexus Gold shareholders will be three business days after the allotment record date. A letter of transmittal will be mailed to each Nexus Gold shareholder at an appropriate time and posted on SEDAR (www.sedar.com) under Nexus Gold’s company profile.

remove stock options

The Company is pleased to announce that it has entered into an agreement with holders of a total of 7,000,000 incentive stock options to cancel stock options and purchase the Company’s common stock at various prices. The Company intends, as agreed, to void these options without further consideration.

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settlement of liabilities

The company announced that it has settled a $50,000 debt outstanding (over the length of the common) from an independent service provider by issuing one million shares of common stock at a declared value of $0.05 per share. Common shares issued in connection with debt settlement are subject to restrictions on resale under securities laws in force as of November 12, 2022.

about the company

Nexus Gold is a Canada-based gold exploration and development company with an extensive portfolio of projects in Canada and West Africa. The company is focused on its 100% owned Dakouli 2 Gold Concession in Burkina Faso, West Africa, and the Mackenzie Gold Project in Red Lake, Ontario. The company is focused on developing its core projects while pursuing joint ventures, earnings and strategic partnerships on other projects in its portfolio.

More information is available online: nxs.gold

to the board of directors of

Nexus Gold Corp.

Alex Kleinman

Presidents and CEO

604-558-1920

[email protected]

www.nexusgoldcorp.com

TSX Venture Exchange and its regulatory bodies (referred to in the policies of TSX Venture Exchange as Regulation Services Providers) accept no responsibility for the adequacy or accuracy of this release. This press release may contain forward-looking statements. These statements are based on current expectations and assumptions which involve risks and uncertainties. Actual results may differ materially from those described in the Management Discussion and Analysis (MD&A) section of our interim report and current annual report, as well as other reports and documents filed with TSX Venture Exchange and applicable Canadian securities laws. may vary. We undertake no obligation to update any forward-looking statements, except as required by applicable law.

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The source language (usually English) in which the original text is published is the official, authorized and legal version. This translation has been included for better understanding. The German language version can be shortened or summarized. No responsibility or liability is accepted for the content, correctness, adequacy or accuracy of this translation. From the translator’s point of view, the report does not constitute a buy or sell recommendation! Please note the original English notification at www.sedar.com, www.sec.gov, www.asx.com.au/ or the company’s website!

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