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Northstar raising $2.7 million for Kirkland Lake area exploration

Dec 7, 2020

Northstar Gold Corp. has announced a non-brokered private placement financing for proceeds of up to $2,700,000. The gross proceeds from the sale of the Flow-Through Shares will be used to incur eligible Canadian Exploration Expenses at the Company's 100%-owned flag-ship Miller Gold Property, situated 18 km southeast of Kirkland Lake, Ontario, and the Company's Bryce Gold Property, situated 35 km to the southwest. The Company will renounce CEE effective on or before December 31, 2021. The financing is expected to close on or about December 15, 2021. The proceeds raised from the Non-Flow Through Component will also be used for exploration work on the Miller Gold Property, as well as general working capital. 

The offering includes a flow-through component (the "Flow-Through Component"), which is comprised of up to 3.75 million flow-through units (the "Flow-Through Units") at a price of $0.32 per Flow-Through Unit for gross proceeds of up to $1,200,000. Each Flow Through Unit is comprised of one flow-through common share (each, a "Flow Through Share") and one-half of 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 $0.45 for a term of 18 months after the closing. The non-flow through component of the Offering (the "Non-Flow Through Component") is comprised of up to 6.0 million non-flow through units (the "Non-Flow Through Units") at a price of $0.25 per Non-Flow Through Unit for gross proceeds of up to $1,500,000. Each Non-Flow Through Unit is comprised one Share and one-half non-flow through warrant. Each whole warrant will be exercisable for one common share at an exercise price of $0.40 for a term of 18 months after the closing.

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 26, 2020, 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 From 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.

Miller Gold Property Exploration Update

Northstar's flagship property is the 100% owned Miller Gold Property, situated 18 km southeast of Kirkland Lake and Kirkland Lake Gold's Macassa SMC gold mine. Northstar has just completed a 5,023 metre, 28-hole drill program and integrated 3D IP, gravity and magnetic survey on the Miller Gold Property, making a number of new gold discoveries. This includes the near-surface Allied Syenite Gold Zone, returning intercepts that include 19.4 g/t Au over 4.4m within 1.4 g/t Au over 118.5m and 4.7 g/t Au over 8m within a 107.3m interval averaging 1.2 g/t Au. Northstar is positioning to resume drilling at the Miller Gold Property in early 2021 to follow up 2020's exploration success and test new targets with a 3,000 metre, 15-hole Phase II drill program.

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