North Country Gold Corp.

North Country Gold Corp.

April 08, 2010 08:30 ET

North Country Gold Announces $5 Million Private Placement Flow-Through Financing

EDMONTON, ALBERTA--(Marketwire - April 8, 2010) -


North Country Gold ("North Country" or the "Company") is pleased to announce that it has entered into an agreement with Canaccord Financial Ltd. (the "Agent") to sell on a commercially reasonable efforts private placement basis up to 20,000,000 common shares of the Company to be issued as "flow-through" shares (the "Flow-Through Shares") at a price of $0.25 per Flow-Through Share, for proceeds of $5,000,000 if fully subscribed (the "Offering"). The Company has granted the Agent an over-allotment option, exercisable prior to the closing of the Offering, to purchase up to an additional 4,000,000 Flow-Through Shares at the issue price of the Offering, for additional proceeds of $1,000,000 if fully exercised.

The Agent will receive a cash commission on the sale of the Flow-Through Shares, representing 7% of the gross proceeds raised, and non-transferable share purchase warrants ("Broker Warrants") entitling the Agent to purchase Common Shares equal to 7% of the Flow-Through Shares sold pursuant to the Offering at a price of $0.25 within 24 months after closing of the Offering.

The Company intends to use the net proceeds of the Offering to conduct exploration activities on its Committee Bay Project located in Nunavut.

Closing of the Offering is anticipated to occur on or before April 30, 2010 and is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange. The TSX Venture Exchange has conditionally approved the listing of the Common Shares subject to filing of final documents and payment of listing fees. The Company expects that listing will occur on April 15, 2010 under the stock symbol "NCG".

The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.

North Country Gold Corp. is a member of the Discovery Group of Companies.

North Country Gold

John Williamson, President and CEO

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.

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