North Peak Resources Announces Non-brokered Private Placement

/NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS/

info@northpeakresources.com
www.northpeakresources.com
TSX Venture: NPR

CALGARY, AB, April 25, 2023 /CNW/ - North Peak Resources Ltd. (TSXV: NPR) (the "Company") announces that it intends to complete a non-brokered private placement of up to 2,272,727 common shares of the Company ("Common Shares") at a price of CAD$0.88 per share for gross proceeds of up to CAD$2,000,000 (the "Private Placement").

The Company intends to use the proceeds from the Private Placement to continue to secure mining assets, the continued development of its business and for general and administrative expenses.

The Private Placement is subject to the approval of the TSX Venture Exchange (the "Exchange"). The securities issued in connection with the Private Placement will be subject to a four-month hold period, in accordance with applicable securities laws.

The Company may pay a commission or finder's fee to eligible parties in connection with the Private Placement, subject to the approval of the Exchange and compliance with applicable securities laws.

The Company is a Canadian based gold exploration and development company that is listed on the TSX Venture Exchange under the symbol "NPR". The Company is focused on acquiring historic sites, with low cost producing gold and other metals properties, with near term production potential and 8+ year mine life in the northern hemisphere.

On April 10, 2023, the Company announced it had entered a non-binding letter of intent (the "LOI") to acquire the Prospect Mountain Mine complex located in the Eureka district of Nevada (the "Acquisition"), and that the Company was working with the owners of that property exclusively towards the execution of a binding, definitive agreement in respect of the proposed Acquisition. See the Company's April 10, 2023 press release for additional information, and the Company will issue additional press releases related to that Acquisition and other material information as it becomes available.

Investors are cautioned that there can be no assurance that the parties to the LOI will come to agreement and execute a binding, definitive agreement or that the Acquisition will be completed as proposed, or at all. In addition, the Company can give no assurances at this time that the Prospect Mountain Mine complex will fulfil the Company's business development goals described herein. Trading in the securities of the Company should be considered highly speculative.

This press release is not an offer of the Company's securities for sale in the United States. The Company's securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable U.S. state securities laws. The Company will not make any public offering of its securities in the United States. The Company's securities have not been and will not be registered under the U.S. Securities Act.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to completion of the proposed Private Placement, the anticipated use of proceeds of the Private Placement, the ability of the parties to the LOI come to definitive terms and negotiate and execution of definitive documentation in respect of the Acquisition, the structure of the Acquisition, the ability to receive applicable approvals from the Exchange and applicable governmental authorities for the Acquisition, and regarding the plans, intentions, beliefs, and current expectations of the Prospect Mountain Mine complex and the Company, including with respect to the future business activities and operating performance of the Company that may be described herein. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur.

By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, accuracy of assay results, geological interpretations from drilling results, timing and amount of capital expenditures; performance of available laboratory and other related services, future operating costs, and the historical basis for current estimates of potential quantities and grades of target zones, as well as those risk factors discussed or referred to in the Company's Management's Discussion and Analysis for the year ended December 31, 2020, and the period ended September 30, 2021 available at www.sedar.com, many of which are beyond the control of the Company. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE North Peak Resources Ltd.