Northern Gold Mining Inc. Announces $3,000,000 Brokered Private Placement
Not for distribution to United States Newswire Services or for dissemination in the United States.
Toronto, Ontario – October 13, 2010: Northern Gold Mining Inc. (“Northern Gold” or the “Company”) (TSX-V: NGM) is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. and BayFront Capital Partners Ltd., acting as co-lead agents of a syndicate including GMP Securities L.P. (collectively, the “Agents”), which have agreed to act as agents for and on behalf of the Company, on a “best efforts” agency basis, without underwriter liability, in connection with a proposed private placement for aggregate gross proceeds of $3,000,000 (the “Offering”). The Offering consists of the sale of Flow-Through Units at $0.45 per Flow-Through Unit, and the sale of Hard Dollar Units at $0.40 per Hard Dollar Unit. The Agents shall have the flexibility to secure orders of either Flow-Through Units or Hard Dollar Units up to an aggregate of $3 million (up to a maximum of $2 million of FT Units).
The Company will grant the Agents an option (the “Agents’ Option”), which will allow the Agents to sell an additional $2 million pursuant to the Offering. The Agents’ Option shall be exercisable, in whole or in part, on or prior to the closing date.
Each Flow-Through Unit consists of one common share issued on a flow-through basis and one-half of one common share purchase warrant of the Company (a “Flow-Through Warrant”). Each whole Flow- Through Warrant entitles the holder to purchase one common share at a price of $0.55 for a period of 24 months following the closing date. Each Hard Dollar Unit consists of one common share of the Company and one common share purchase warrant (a “Hard Dollar Warrant”). Each Hard Dollar Warrant entitles the holder to purchase one common share at a price of $0.55 for a period of 24 months following the closing date.
The Company intends to use the net proceeds of the Offering for mineral exploration and working capital.
The securities issued pursuant to the Offering will be subject to a 4 month and one day statutory hold period. In connection with the Offering, the Agents will receive a cash commission and broker warrants exercisable into Hard Dollar Units at $0.40 for a period of 24 months following the closing date.
The offering is scheduled to close on or about October 28, 2010 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange and the securities regulatory authorities.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities will not be registered under the United States Securities
416.366.7300 Phone | 416.366.7301 Fax | 647.297.8793 Cell | 20 Victoria St., Suite 800 | Toronto, Ontario M5C 2N8 | www.northerngold.ca
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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 as defined under applicable securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Northern Gold Mining
Northern Gold Mining Inc. is a TSX-V listed, publicly traded junior resource company based in Toronto, Ontario, dedicated to the discovery and development of high value mineral deposits in the proven mining camps of Kirkland Lake and Timmins in North Eastern Ontario. Northern Gold is focused on developing two advanced stage gold deposits on its Garrison Gold Property. The property is located within the Abitibi greenstone belt along the Porcupine-Destor and the Munro Fault systems. The Property hosts several gold mineralized showings in addition to the two advanced stage Jonpol and Garrcon Deposits and the less advanced 903 gold mineralized area. Historic drilling was completed in all three referenced areas. The Garrison Gold Property has historic mining infrastructure at both the Jonpol and Garrcon deposits and producing mines are located in close proximity to the property. The Garrison Gold Property hosts total indicated resources of 4.03 million tonnes @ a grade of 1.6 g/t containing 207,200 ounces of gold and total inferred resources of 23.8 million tonnes @ a grade of 1.01 g/t containing 777,500 ounces of gold. These resources are contained in the Jonpol Deposit, a narrow vein deposit with underground mining potential and the Garrcon Deposit with it’s larger, more widespread stringer vein system and the potential to be developed via a bulk mining, open pit scenario. For more information on these resources, please refer to the 2009 Technical Report filed on SEDAR October 21, 2009 and the September 23, 2010 press release. The Company is in the second year of an option agreement under which it may earn up to an 80% interest in the Garrison gold property from ValGold Resources Ltd. (“ValGold,” TSX-V: VAL). For more information on the option agreement, please see the Company’s news release dated 14 September 2009.
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This press release has been reviewed and approved by Michael Gross M.S., P.Geol., Vice President Exploration for Northern Gold, who is the “Qualified Person” as defined by NI 43-101 for this project.
For further information please contact:
Northern Gold Mining Inc.
Martin R. Shefsky President and CEO Tel: 416.366.7300 Fax: 416.366.7301 Email: [email protected] Web site: www.northerngold.ca
CAUTIONARY STATEMENT: Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. This News Release includes certain “forward- looking statements”. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding potential mineralization and reserves, exploration results, future plans and objectives of Northern Gold Mining Inc., are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Northern Gold Mining Inc.’s expectations are the risks detailed herein and from time to time in the filings made by Northern Gold Mining Inc. with securities regulators.