Nass Valley Gateway Ltd. - Non-Brokered Private Placement



    
    The securities being offered have not been, nor will be, registered under
    the United States Securities Act of 1933, as amended, and may not be
    offered or sold in the United States or to U.S. persons without
    registration or applicable exemption from the registration requirement of
    such Act. This release does not constitute an offer for sale of such
    securities in the United States of America.
    



    VANCOUVER, Sept. 8 /CNW/ - Nass Valley Gateway Ltd. (the Company ) wishes
to announce it will use its best efforts to sell by private placement up to
$500,000 consisting of ten (10) million units at $0.05 per unit ("Unit"). Each
Unit will be comprised of one common share and one transferable common share
purchase warrant. Each warrant forming part of a Unit is exercisable for one
additional common share for a period of three years from the date of closing.
Each warrant will be exercisable for one additional common share at $0.10 per
share if exercised during the first year, $0.15 per share if exercised during
the second year and $0.20 per share if exercised during the third year.
    The Company will apply the proceeds from the private placement towards
new acquisitions and working capital to fund ongoing operations.
    Certain directors and officers of the Company may acquire units under the
private placement. Any such participation would be considered to be "a related
party transaction" as defined under Multilateral Instrument 61-101 ("MI
61-101"). The transaction will be exempt from the formal valuation and
minority shareholder approval requirements of MI 61-101 as neither the fair
market value of any units issued to or the consideration paid by such persons
will exceed 25% of the Company s market capitalization.

    
    This private placement is subject to regulatory approval.

    The CNSX has not reviewed, and does not accept responsibility for the
    adequacy or accuracy of the contents of this news release.
    





For further information:

For further information: Mel Stevens, President, Telephone: (250)
621-3286; Or Dieter Peter, Chairman & CEO, Telephone: (604) 685-4170


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