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Northstar looks to raise $1.1m with non-brokered Private Placement

Dec 7, 2023

Northstar Gold Corp. announces a non-brokered private placement financing for aggregate proceeds of up to $1,100,000. 

The Offering includes a flow-through component (the "Flow-Through Component"), which is comprised of up to 10 million flow-through units (the "Flow-Through Units") at a price of $0.06 per Flow-Through Unit for gross proceeds of up to $500,000. 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 9,090,909 non-flow through units (the "Non-Flow Through Units") at a price of $0.055 per Non-Flow Through Unit for gross proceeds of up to $500,000. 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 $0.075 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") which will be used primarily to fund the Critical Minerals exploration at the historic high-grade Cam Copper Mine on the 100%-owned Miller Gold Property. Proceeds will also provide for follow-up of 2023 LiDAR and MMI soil survey results on the Company's 100%-owned Rosegrove Property, targeting alkaline intrusion-hosted gold mineralization, and for general working capital purposes. The Company will renounce CEE effective on or before December 31, 2023. The proceeds raised from the Non-Flow Through Component will also be used for non-critical minerals exploration work on the Miller Gold Property and for general working capital. 

The Offering is scheduled to close in tranches, with the first tranche of approximately $400,000 expected to close between December 6th and 11th, 2023, and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the Canadian Securities Exchange. The Offering is being made by way of private placement in Canada and such other jurisdictions as the Company may determine.

The Company may pay finder's fees on a portion of the Offering of up to 7% of the aggregate gross proceeds raised. The finder's fees shall be paid in accordance with applicable securities laws and the policies of the Canadian Securities Exchange. 

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 November 30, 2023, 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.

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 a material (+1 million ounce) mineral resource base to support a stand-alone mining operation at the Miller Gold Property.

The Historic High-Grade Cam Copper Mine Critical Minerals Exploration Opportunity

Cam Copper is a road accessible shaft mine and small-scale, past producer of high-grade 'direct shipping' copper ore centred on the historic Boston Creek Copper Trend1,2.

Cam Copper Mine is centred on a newly recognized high-grade "Besshi-type" volcanogenic massive sulphide (VMS) copper system situated at the northwest end of a 0.9 km long southeast trending belt of VMS horizons. Besshi-type VMS deposits are an important global source of base metals, simplistically characterized as vented, broad sheet-like layers of magnetite, iron-copper-lead-zinc-arsenic sulphides, cobalt, sulphosalts, silver and possibly gold deposited on an ancient sea floor, hosted in volcano-sedimentary rock packages. 

On November 23rd, 2023 Northstar announced results from a 720 metre diamond drill program completed on the historic high-grade Cam Copper Mine, located on Northstar's 100%-owned Miller Property situated 18 kilometres southeast of Kirkland Lake, Ontario. The Company reported all 4 drill holes intersected lenses of Cu-rich volcanogenic massive sulphides, including massive and stringer chalcopyrite in drill hole CC03-23 grading 14.8% Cu over 2.45m from 116.55m to 119m in Zone 2 (See Northstar News Release dated November 23, 2023). These results suggest Zone 2 is thickening in a southeast and down-plunge direction. Zones 1, 3 and 4 also remain open along strike and at depth.

Northstar is positioning to conduct a down-hole EM geophysical survey from 2023 Cam drill holes in early 2024, with intentions to further define the down-plunge and southeast extensions of Zone 1-4 copper-bearing massive sulphide horizons. Geophysical anomalies will be subsequently drill tested by a Phase II Cam Copper diamond drill program in late February / early March, 2024. 

1Ontario Ministry of Energy, Northern Development and Mines Mineral Deposit Inventory Record MDI31M13NW000154: Tretheway-Ossian- 1981, Ch.H. Cameron-1981.
2Ontario Ministry of Energy, Northern Development and Mines and Mines Assessment File #KL-0259, Tretheway-Ossian (Cam Copper Mine). 1961

All scientific and technical information contained in this News Release has been prepared under the supervision of Brian P. Fowler, P.Geo. President, CEO and Director of Northstar Gold Corp., a Qualified Person within the meaning of National Instrument 43-101.

About Northstar Gold Corp.

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. 

Since going public by IPO in late 2020, Northstar has spent over $4.7 million in exploration at Miller, resulting in the discovery of a series of broad, near-surface, shallow dipping sheeted quartz-gold-telluride vein structures in the Allied Syenite (Allied Gold Zone) and Planet Syenites and numerous 70 - 750 gold gram/metre drill hole intercepts. Drilling to date at the AGZ has returned near-surface gold intercepts that include 6.6 g/t Au over 117.0 metres, 4.0 g/t Au over 50.6 metres, 1.4 g/t Au over 118.5 metres, and 1.2 g/t Au over 107.3 metres. Step out AGZ drilling in 2021 intersected peripheral steeply dipping copper-gold bearing structures (CG1 and CG2 Zones) returning intercepts that include 9.41 g/t Au, 1.03% Cu over 3.0m. The AGZ shares numerous compelling similarities to Agnico Eagle's nearby Upper Beaver Deposit, currently in the pre-development stage.

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