Northern Gold Announces Completion of $360,000 Financing and Up To $2,000,000 Non-Brokered Private Placement

February 25, 2014 4:30 PM EST | Source: Northern Gold Mining Inc.

Toronto, Ontario--(Newsfile Corp. - February 25, 2014) - NORTHERN GOLD MINING INC. (TSXV: NGM) ("Northern Gold" or the "Company") announces the completion of a previously announced non-brokered private placement (the "Offering") for aggregate gross proceeds of $360,000 comprised of 7,200,000 units ("Units") issued at a price of $0.05 per Unit for gross proceeds of up to $360,000. Each Unit consists of one common share in the capital stock the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of $0.10 for a period of up to five years following the closing of the Offering. All securities issued pursuant to this Offering will be subject to a four (4) month hold period.

The participation in the Offering by Mr. Pierre Caland also constitutes a "related party transaction" as such term is defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), requiring the Company, in the absence of exemptions, to obtain a formal valuation for, and minority shareholder approval of, the related party transaction. Mr. Pierre Caland acquired a total of 300,000 Units in the Offering on the same basis as other participants. The Company is relying on the exemptions from the formal valuation and minority approval requirements under MI 61-101 pursuant to which a formal valuation and minority approval are not required. The Company is exempt from the formal valuation requirement of MI 61-101 in connection with the Private Placement by relying on section 5.5(b) of MI 61-101 as no securities of the Company are listed or quoted for trading on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ stock market or any other stock exchange outside of Canada and the United States. Additionally, the Company is exempt from obtaining minority shareholder approval in connection with the Private Placement by relying on section 5.7(1)(b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of the Common Shares nor the consideration received in respect thereof from insiders would exceed $2,500,000, (ii) the Company has one or more independent directors in respect of the Private Placement who are not employees of the Company, and (iii) all of the independent directors have approved the Private Placement.

Upon closing of the Private Placement, Mr. Caland, an insider of the Company, owns 17.72% of the Common Shares on a non-diluted basis and 21.12% on a partially-diluted basis. As such, the Private Placement resulted in the creation of a new "Control Person" (as such term is defined under the policies of the TSX-V), and in accordance with the policies of the TSX-V, shareholder approval of the creation of a new Control Person was previously approved at the Company's annual and special meeting of shareholders held on December 19, 2013. The subscriptions for Mr. Caland of $300,000 have been closed in trust subject to TSXV approvals to be completed in approximately four weeks.

A material change report in connection with the private placement will be filed less than 21 days before the closing of the private placement. This shorter period is reasonable and necessary in the circumstances as the Company wished to complete the private placement in a timely manner.

In addition, the Company also announces that it is proposing to complete a non-brokered private placement (the "Offering 2") of up to 40,000,000 units ("Units 2") at a price of $0.05 per Unit 2 for gross proceeds of up to $2,000,000. Each Unit 2 would be comprised of one Common Share and one common share purchase warrant (a "Warrant"). Each whole Warrant 2 will entitle the holder to acquire one Common Share at a price of $0.05 per Common Share for a period of five years from the date of issuance.

The Company will use the proceeds of the Offering and Offering 2 to satisfy accounts payable, for exploration and development work at its Golden Bear Project and for general working capital purposes.

For more information please see the Northern Gold website at www.northerngold.ca.

About Northern Gold
Northern Gold is a TSXV-listed gold company based in Toronto, Ontario. The Company's main focus is the exploration and development of its prospective mineral properties at the Golden Bear Project in the Larder Lake Mining Division, northeastern Ontario. Northern Gold has a portfolio of advanced exploration projects, including the Jonpol and Garrcon Deposits and the Buffonta Property. Recent transactions, including the amalgamation with Victory Gold Mines Inc. and acquisition of the Lac Minerals Property add to the Company's regional consolidation strategy along the Destor-Porcupine Fault Zone.

For further information on Northern Gold, please contact:

Martin Shefsky
President & Chief Executive Officer
Tel: 647.297.8793
Email: mshefsky@northerngold.ca

or

Eric Szustak
Manager, Business Development
Tel: 905.330.7948
Email: eszustak@northerngold.ca

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 of the information contained herein. This news release contains forward-looking information which is not comprised of historical facts. Forward-looking statements are characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release includes, but is not limited to, Northern Gold's strategic partnership and issuances of securities, and is based on, among other things, the opinions and assumptions of management considered reasonable as of the date of this news release. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, delays in obtaining or failures to obtain required regulatory approvals, changes in equity markets, fluctuations in commodity prices, and other risks involved in the mineral exploration and development industry, including those risks set out in Northern Gold's public documents filed on SEDAR. Although Northern Gold believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Northern Gold disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

info