Northern Gold Files Circular Regarding Shareholder Vote on Business Combination with Oban Mining Corporation

November 23, 2015 12:24 PM EST | Source: Northern Gold Mining Inc.

Toronto, Ontario--(Newsfile Corp. - November 23, 2015) - Northern Gold Mining Inc. (TSX-V: NGM) ("Northern Gold") is pleased to announce that, further to the joint press release of Northern and Oban Mining Corporation ("Oban") dated November 6, 2015, Northern Gold has filed a management information circular (the "Circular") and related proxy materials with the Canadian securities regulators in advance of its annual and special meeting (the "Meeting") of shareholders ("Northern Gold Shareholders") to approve, among other things, the various matters relating to the previously announced proposed acquisition by Oban of Northern Gold (the "Arrangement"). The Circular is available under Northern Gold's issuer profile on SEDAR at www.sedar.com.

Northern Gold Shareholders of record on November 16, 2015 will receive notice of and be entitled to vote at the Meeting. The Circular, which updates information about Northern Gold and Oban and provides information about the Arrangement, is now being mailed to Northern Gold Shareholders.

The Arrangement

On November 5, 2015, Northern Gold and Oban entered into a definitive arrangement agreement (the "Arrangement Agreement") to carry out a business combination by way of a plan of arrangement under Section 182 of the Business Corporations Act (Ontario). The combination of Northern Gold and Oban provides an opportunity for Northern Gold Shareholders to join a leading Canadian focused gold exploration and development company that, assuming completion of the Arrangement, will host a highly prospective land package with significant holdings in and around four (4) Ontario and Québec gold camps: East Timmins, Kirkland Lake, Urban Barry and Catharine.

Pursuant to the Arrangement Agreement, Northern Gold Shareholders (other than any Northern Gold Shareholders validly exercising dissent rights) will receive, in the aggregate, 4,000,000 common shares in the capital of Oban (the "Oban Shares"), subject to reduction for any common shares of Northern Gold held by any Northern Gold Shareholders validly exercising dissent rights ("Exchange Ratio"). In addition, on the effective date of the Arrangement, each common share purchase warrant of Northern Gold that remains unexercised shall be exchanged by the holder thereof for a warrant to purchase from Oban (each, a "Replacement Oban Warrant") such number of Oban Shares at an exercise price as is adjusted in accordance with the Exchange Ratio. All other terms and conditions of the Replacement Oban Warrant will be the same as the warrant for which they were exchanged. Finally, Northern Gold shall facilitate the acceleration of all options to acquire common shares of Northern Gold ("Northern Options") to allow holders thereof to exercise such Northern Options prior to the effective time of the Arrangement. Any Northern Options that have not been exercised prior to the effective time of the Arrangement will be cancelled in accordance with the Arrangement without any payment thereon and without any further act or formality.

The Meeting

The Meeting is scheduled to be held at 9:00 a.m. (Eastern Standard Time) on Friday, December 18, 2015 at the offices of Northern Gold, 20 Victoria Street, Suite 900, Toronto, Ontario.

YOUR VOTE IS IMPORTANT — PLEASE VOTE TODAY

The Board of Directors of Northern Gold UNANIMOUSLY recommends that the Northern Gold Shareholders vote IN FAVOUR of the Arrangement. Your vote is important regardless of the number of shares you own. Northern Gold encourages Northern Gold Shareholders to read the meeting materials in detail.

About Oban Mining Corporation

Oban is a mineral exploration company focused on the acquisition, exploration, and development of precious metal resource properties in Canada. Oban has recently acquired the high-grade Windfall Lake gold deposit located between Val-d'Or and Chibougamau in Québec, Canada, and also holds a 100% undivided interest in a large area of claims in the Urban Barry area of Québec, Canada, along with options held with other third parties to acquire a 100% undivided interest in the Côté Property, the Golden Dawn Project, the Hunter Property and other properties in the vicinity. Oban also holds a 100% interest in the Roach Property in northern Ontario, Canada. In addition, Oban holds an option to acquire from Northstar Gold Corp. up to a 70% interest in the Miller project in northern Ontario, Canada pursuant to an option agreement with Northstar Gold Corp. Oban is well financed with approximately $71 million in cash, cash equivalents and marketable securities.

About Northern Gold Mining Inc.

Northern Gold is a TSX Venture Exchange ("TSX-V") listed gold company based in Toronto, Ontario. Northern Gold's main focus is the exploration and development of its prospective mineral properties at the Golden Bear Project in the Larder Lake Mining Division in 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 Northern Gold's regional portfolio strategy along the Destor-Porcupine Fault Zone.

For further information on Northern Gold please contact:

Eric Moeller
President & Chief Executive Officer
Telephone: (415) 669-1849

Cautionary Note Regarding Forward-Looking Information

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the anticipated benefits of the Arrangement to Northern Gold and Northern Gold Shareholders; the timing and receipt of the required shareholder, court, stock exchange and regulatory approvals for the Arrangement; the timing and ability of Oban and Northern Gold to satisfy the conditions precedent to completing the Arrangement; the closing of the Arrangement; the length of the current market cycle and requirements for an issuer to survive in the current market cycle; future growth potential of Oban and Northern Gold and their respective business; and future mine development plans.

These forward-looking statements are based on reasonable assumptions and estimates of management of Oban and Northern Gold, as the case may be, at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Oban or Northern Gold, as the case may be, to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: satisfaction or waiver of all applicable conditions to closing of the Arrangement (including receipt of all necessary shareholder, court, stock exchange and regulatory approvals or consents, the consent of the lender under the Northern Gold Credit Agreement (as such term is defined in the Arrangement Agreement) or repayment in full of the Northern Gold Credit Agreement, and the absence of material changes with respect to the parties and their respective businesses, all as more particularly set forth in the Arrangement Agreement); the synergies expected from the Arrangement not being realized; business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets and the market price of Oban Shares and the common shares of Northern Gold; fluctuations in spot and forward prices of gold, silver, base metals or certain other commodities; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate); change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties. In addition, the failure of a party to comply with the terms of the Arrangement Agreement may result in that party being required to pay a non-completion or other fee to the other party, the result of which could have a material adverse effect on the paying party's financial position and results of operations and its ability to fund growth prospects and current operations. Although the forward-looking statements contained in this news release are based upon what management of Northern Gold believes, or believed at the time, to be reasonable assumptions, Northern Gold cannot assure Northern Gold Shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended.

Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Northern Gold assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) 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.

info