Northstar raising $1 million for KL-area copper-gold project

Northstar Gold Corp. announces a non-brokered private placement financing for minimum aggregate proceeds of $1,000,000. The Offering includes a Critical Minerals flow-through component (the "Flow-Through Component"), which is comprised of a minimum of 12 million flow-through units (the "Flow-Through Units") at a price of $0.05 per Flow-Through Unit for minimum gross proceeds of $600,000. Each Flow Through Unit is comprised of one flow-through common share (each, a "Flow ThroughShare") and one-half 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 a minimum of 9 million non-flow through units (the "Non-Flow Through Units") at a price of $0.045 per Non-Flow Through Unit for minimum gross proceeds of $400,000. 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 $0.08 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. 

Use of Proceeds

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 Critical Minerals exploration and diamond drilling a newly-defined, 350 metre long, 200 Siemens near-surface EM conductor, 600 - 900 metres southeast and along strike from the historic, high-grade Cam Copper Mine on Northstar's Miller Copper-Gold Property - See Northstar News Release dated May 16, 2024. This "Zone 2 Extension Conductor" is coincidental with several magnetic anomalies and possibly represents the southeast expansion of previously drilled Cam Copper VMS Zone 2 (14.8% copper over 2.5 metres in DDH CC03-23 - See Northstar News Release dated November 23, 2023). Zone 2 Extension Conductor possibly indicates copper-bearing volcanogenic massive sulphide (VMS) mineralization with potentially greater thickness. 

Non-Flow through proceeds will provide for due diligence of the neighboring Boston Creek Mines and Philip Property, subject to a recently signed Letters of Intent with Boston Creek Mines Ltd. and private vendors, respectively. The Boston Creek Mines Property contains 2 historic high-grade copper shaft mines along the northwestern half of the South Boston Creek Copper Trend, immediately adjacent to the Miller Copper-Gold Property. Three recently defined near-surface EM survey conductors on the Miller Copper-Gold Property, believed to represent near-surface volcanogenic massive sulphides (VMS) horizons, extend southeast onto the Philip Property, with the central conductor extending as much as 350 metres across the property line. Northstar's LOI agreements effectively consolidate the South Boston Creek Copper Trend, providing the Company an exploration buffer zone and a 6-month exclusivity period to conduct due diligence studies and negotiate possible acquisition terms. Proceeds raised from the Non-Flow Through Component will also be used for non-critical minerals exploration work on the Miller Copper-Gold Property and for general working capital. 

The Offering is scheduled to close in tranches, with the first tranche expected to close by early July. 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 intends to renounce the Qualifying Expenditures to subscribers of FT Units for the fiscal year ended December 31, 2024. and to incur the necessary Qualifying Expenditures on or before December 31, 2025, in accordance with regulatory requirements.

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