Northern Gold Announces Completion of Previously Announced Financing

Toronto, Ontario--(Newsfile Corp. - May 14, 2014) - NORTHERN GOLD MINING INC. (TSX-V: NGM) (“Northern Gold” or the “Company”) announces the completion of a non-brokered private placement previously announced on February 25, 2014 (the “Offering”) for aggregate gross proceeds of $1,420,000. The offering involved the issuance of 28,400,000 units (“Units”) at a price of $0.05 per Unit for gross proceeds of $1,420,000. 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 a price of $0.05 at any time up to the date that is five years following the date of closing of the Offering. All securities issued pursuant to this Offering will be subject to a four month hold period.

The indirect and direct participation in the Offering by insiders of the Company 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”). Insiders of the Company acquired directly and indirectly a total of $750,000 worth of units or 15,000,000 units in the private placement 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. The Company is exempt from the formal valuation requirement of MI 61-101 based 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 other than the Alternative Investment Market of the London Stock Exchange or the Plus operated by Plus Markets Group plc. 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 Units nor the consideration received in respect thereof from “interested parties” as defined by MI 61-101 would exceed $2,500,000, (ii) the Company has one or more independent directors in respect of the Offering who are not employees of the Company, and (iii) all of the independent directors have approved the Offering.

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.

The Company will use the proceeds of the Offering 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 TSXV 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 news 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 information is 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 and includes information with respect to, among other things, the uses of proceeds from financing activities and the status of regulatory approvals. 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 is based on, among other things, the opinions and assumptions of management considered reasonable as of the date of this news release, such as that all necessary regulatory approvals will be received as and when expected, and financing will continue to be available to the Company on favourable terms or at all. 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.