Northern Gold Mining Inc.

Northern Gold Mining Inc.

July 29, 2009 09:32 ET

Northern Gold Mining Inc. Announces Closing of $450,000 Non-Brokered Private Placement With MineralFields

TORONTO, ONTARIO--(Marketwire - July 29, 2009) - The Directors of NORTHERN GOLD MINING INC. (TSX VENTURE:NGM) ("Northern Gold") are pleased to announce the closing of a non-brokered private placement of 6,923,076 flow-through units ("FT Units") at $0.065 each to MineralFields Group for gross proceeds of $450,000 as announced on July 24, 2009. Each unit consists of one common share issued on a flow-through basis and one common share purchase warrant, and each whole common share purchase warrant entitles the holder to acquire one common share for $0.10 until July 28, 2010 and $0.13 until July 28, 2011. If Northern Gold's shares close on the TSX Venture Exchange four months after the date of issue for 15 consecutive trading days at a price of $0.20 per share or higher in the first year of the exercise period and at a price of $0.25 per share or higher in the second year of the exercise period, Northern Gold may accelerate the expiry time to 30 calendar days from the date express written notice is provided by the Company to the holder by way of registered mail. All securities issued in conjunction with the offering are subject to a hold period which expires on November 29, 2009. Pursuant to this financing, a finder fee of $22,500 was paid and a broker option to acquire 692,307 Units at $0.065 per Unit until July 28, 2011 was issued.

Proceeds of the financing will be used to fund exploration and working capital. Of the Units acquired by the MineralFields Group, a total of 4,615,394 Units were acquired by MineralFields 2009 Super Flow-Through Limited Partnership ("MineralFields 2009"), one of the limited partnerships administered by the MineralFields Group. For the purposes of National Instrument 62-103 early warning reporting, the address of MineralFields 2009 is 1110 Finch Avenue West, Suite 210, Toronto, Ontario, M3J 2T2. Prior to completion of the private placement, MineralFields 2009 did not exercise control or direction over any securities of Northern Gold. As a result of the transactions announced herein, MineralFields 2009 acquired 4,615,394 shares of Northern Gold representing approximately 11.1% of the 41,541,780 issued and outstanding Northern Gold shares. Assuming no exercise of securities subject to issuance other than the 4,615,394 Warrants which were also acquired by MineralFields 2009, MineralFields 2009 owns 9,230,788 common shares on a fully diluted basis which would represent 19.9% of the issued and outstanding shares of Northern Gold. MineralFields 2009 has acquired the Northern Gold shares for investment purposes, and has no current intention to increase the beneficial ownership, control or direction of Northern Gold.

"We are very pleased to be entering into this relationship with MineralFields Group", said Martin Shefsky, President and CEO. "This is an important milestone in the growth of Northern Gold Mining Inc. and we look forward to working with MineralFields Group as we develop our holdings in proven mining camps of Kirkland Lake and Timmins in Northern Ontario."

About MineralFields, Pathway and First Canadian Securities®:

MineralFields Group (a division of Pathway Asset Management), based in Toronto and Vancouver, is a mining fund with significant assets under administration that offers its tax-advantaged super flow-through limited partnerships to investors throughout Canada as well as hard-dollar resource limited partnerships to investors throughout the world. Pathway Asset Management also specializes in the manufacturing and distribution of structured products and mutual funds (including the Pathway Multi Series Funds Inc. corporate-class mutual fund series). Information about MineralFields Group is available at First Canadian Securities® is active in leading resource financings (both flow-through and hard dollar PIPE financings) on competitive, effective and service-friendly terms, and offers investment banking, mergers and acquisitions, and mining industry consulting, services to resource companies. MineralFields and Pathway have financed several hundred mining and oil and gas exploration companies to date through First Canadian Securities®.

About Northern Gold:

Northern Gold Mining Inc. is a Toronto-based junior resource company dedicated to gold exploration in the proven mining camps of Kirkland Lake and Timmins in Northern Ontario. The goal of our experienced and highly-skilled management team is to maximize shareholder value through successful exploration and the aggressive testing of high quality targets.

CAUTIONARY STATEMENT: This News Release includes certain "forward-looking statements". All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding potential mineralization and reserves, exploration results, future plans and objectives of Northern Gold Mining Inc., are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Northern Gold Mining Inc.'s expectations are the risks detailed herein and from time to time in the filings made by Northern Gold Mining Inc. with securities regulators.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

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