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Northstar Announces Non-Brokered Private Placement

Oct 11, 2022

Northstar Gold Corp. (CSE: NSG) ("Northstar" or the "Company")announces a non-brokered private placement financing (the "Offering") for aggregate proceeds of up to $1,600,000 (CDN). 

The Offering includes a flow-through component (the "Flow-Through Component"), which is comprised of up to 10.0 million flow-through units (the "Flow-Through Units") at a price of $0.085 per Flow-Through Unit for gross proceeds of up to $850,000. Each Flow Through Unit is comprised of one flow-through common share (each, a "Flow Through Share") and one non-flow through share purchase warrant. Each full warrant is exercisable for one non-flow through common share (each, a "Share") at an exercise price of $0.10 for a term of 24 months after the closing. The non-flow through component of the Offering (the "Non-Flow Through Component") is comprised of up to 10.0 million non-flow through units (the "Non-Flow Through Units") at a price of $0.075 per Non-Flow Through Unit for gross proceeds of up to $750,000. Each Non-Flow Through Unit is comprised one Share and one non-flow through warrant, with each warrant exercisable for one common share at an exercise price of $0.10 for a term of 24 months after the closing. Management of the Company reserves the right to amend the final allocation of the Flow-Through Component and the Non-Flow Through Component under the Offering. 

The gross proceeds from the sale of the Flow-Through Shares will be used to incur eligible Canadian Exploration Expenses ("CEE") at the Company's 100%-owned flag-ship Miller Gold Property, situated 18km southeast of Kirkland Lake, Ontario, the Company's adjoining Rosegrove Gold Property and the Milestone Cu-Ni-Co Property. The Company will renounce CEE effective on or before December 31, 2022. The financing is expected to close on or about October 31, 2022. The proceeds raised from the Non-Flow Through Component will also be used for exploration work on the Miller Gold Property and general working capital.

The Existing Shareholder Exemption and Investment Dealer Exemption

The Offering will be made available to existing shareholders of the Company who, as of the close of business on October 4, 2022, held common shares of the Company (and who continue to hold such common shares as of the closing date), pursuant to the prospectus exemption set out in B.C. Instrument 45-534 -- Exemption From Prospectus Requirement for Certain Trades to Existing Security Holders and in similar instruments in other jurisdictions in Canada. The existing shareholder exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. If the company receives subscriptions from investors relying on the existing shareholder exemption exceeding the maximum amount of the financing, the company intends to adjust the subscriptions received on a pro rata basis.

The Company has also made the Offering available to certain subscribers pursuant to B.C. Instrument 45-536 - Exemption Form Prospectus Requirement for Certain Distributions Through an Investment Dealer. In accordance with the requirements of the investment dealer exemption, the Company confirms that there is no material fact or material change about the Company that has not been generally disclosed.

The Offering is subject to all necessary regulatory approvals including acceptance from the Canadian Securities Exchange. All securities issued in connection with the Offering will be subject to a four-month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

Northstar's primary exploration focus is the advancement of the Company's flagship, 100%-owned Miller Gold Property, situated 18 km southeast of Kirkland Lake and Agnico Eagle Mine's Macassa SMC gold mine. The Company's strategy is to develop either a minimum material (+1 million ounce) high-grade gold mineral resource to potentially supplement a nearby mining operation or a stand-alone mining operation at the Miller Gold Property. 

Miller Gold Property Exploration Highlights

Since going public by IPO in 2020, Northstar has spent >$4.4 million in exploration at its flagship Miller Gold Property, situated 18 km southeast of Kirkland Lake, resulting in the expansion / discovery of a series of broad, shallow dipping sheeted quartz-gold-telluride vein structures in the Allied Syenite (Allied Gold Zone) and Planet Syenite with numerous 70 - 770 gold gram/metre drill hole intercepts. Recent exploration highlights include:

  • Completed a 2-phase, 22-hole, 4,485 metre drill program at the Miller Gold Property in 2021.

  • Exploration more than doubled the surface area of the near-surface Allied Gold Zone, which now measures >350 metres X 200 metres and remains open along strike to the northwest, south and southeast. 

  • Several narrow, high-grade gold-telluride and broader, 70-770 gold gram/metre drill intercepts obtained from Allied Gold Zone expansion drilling. 

  • 2021 Allied Gold Zone drill results include 117 metres averaging 6.6 g/t Au (MG21-56), 65.9 metres averaging 0.91 g/t Au (MG21-63), 81.5 metres averaging 0.87 g/t Au (MG21-64) and 50.6 metres averaging 4.4 g/t Au (MG21-70). New discoveries of high angle Cu-Au mineralization representing possible feeder zones include 6.4 metres averaging 4.71 g/t Au and 0.51% Cu (CG1 Zone - MG21-64) and 3.0 metres averaging 9.41 g/t Au and 1.03% Cu (CG2 Zone - MG21-65).

  • Completion of an extensive surface stripping, mapping and sampling program at Miller in 2021 where 529 channel and 46 grab samples were collected from 8 stripped areas. The best overall results were obtained in Areas C1 and C2 (14.79 g/t Au over 7.0 metres1.17 g/t Au over 14.0 metres) extending the Allied Gold Zone a further 130 metres to the east and southeast. 

  • Previous Northstar drilling has also yielded long intercepts (50 metres to 150 metres) of near surface, lower grade (0.5 to 1.5 g/t) gold mineralization at two additional and nearby Syenite intrusions, with a 100-metre wide stockwork zone in the Meilleur Syenite yielding 2.13 g/t Au over 13.05 metres and a 147.2 metre intersection averaging 0.60 g/t Au at the Planet Syenite.

As a precursor to a Mineral Resource Estimate and for reporting purposes, on July 26, 2022, Northstar released results of an Exploration Target Study conducted by Ronacher McKenzie Geoscience Inc. and SRK Consulting (Canada) on the Allied Gold Zone and No. 1 Vein. Results, reported below, provide the Company and investors a range of current conceptual tonnage and gold grades at the Miller Gold Property and basis for continued expansion drilling and mineral resource development. 


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