Northern Star Mining Corporation
TSX VENTURE : NSM

Northern Star Mining Corporation

July 07, 2009 06:00 ET

Northern Star Announces $20,000,000 Financing and Restructuring of Debt

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 7, 2009) -

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES

Northern Star Mining Corp. (TSX VENTURE:NSM) announces that it has negotiated a private placement financing of up to CDN$20,000,000 (the "Financing") with a syndicate of agents led by Casimir Capital L.P. (collectively the "Agents') consisting of a combination of unit subscription receipts (the "Unit Subscription Receipts") at a price of CDN$0.50 per non-flow through Unit Subscription Receipt and Flow-Through subscription receipts (the "Flow-Through Subscription Receipts") at a price of CDN$0.65 per Flow-Through Subscription Receipt for gross proceeds of CDN$20,000,000.

100% of the gross proceeds of the Financing will be deposited in escrow pending completion of a satisfactory restructuring of the US$42,000,000 debt financing of senior secured notes (the "2008 Notes") issued by the Company pursuant to an indenture with Computershare Trust Company of Canada on August 13, 2008 to provide for (a) the extension of the maturity date of the 2008 Notes for one year to August 13, 2011, (b) the consent of the holders of the 2008 Notes (the "2008 Note Holders") to a new net smelter convertible loan facility and accompanying security, and (c) the cancellation of up to 45,000,000 share purchase warrants issued to the 2008 Note Holders as part of the 2008 Note financing (collectively the "Escrow Release Conditions"). If the Escrow Release Conditions are not satisfied on or before August 31, 2009, the full amount of the Financing, together with any accrued interest thereon, will be returned to the purchasers thereof.

Upon completion of the Financing, the Company will prepay up to CDN$15,000,000 of the 2008 Notes from, inter alia, the proceeds of sale of the Unit Subscription Receipts. The balance of the proceeds from the sale of Unit Subscription Receipts will be used to fund further exploration of the Company's mineral resource properties, capital expenditures and for general working capital purposes.

Each Unit Subscription Receipt will entitle the holder thereof to automatically receive, without payment of any additional consideration, one unit of the Company (a "Unit") upon the satisfaction of the Escrow Release Conditions. Each Unit will consist of one common share and one-half (1/2) of one transferable common share purchase warrant. Each whole warrant (a "Warrant") will entitle the holder to purchase one additional common share at a price of CDN$0.70 for a period of 36 months from the date of closing.

It will also be a term of the Warrants that if, within four (4) months from the closing of the Financing, the volume-weighted-average trading price of the Company's common shares on the TSX Venture Exchange, for a period of 15 consecutive trading days, exceeds CDN$1.10, the Company may, within five days after such event, elect to accelerate the expiry date of the Warrants upon 30 days notice in writing.

Each Flow-Through Subscription Receipt will entitle the holder thereof to automatically receive, without payment of any additional consideration, one "flow-through" common share of the Company.

The gross proceeds from the sale of the Flow-Through Subscription Receipts will be used to fund exploration on the Company's Quebec properties which qualifies as "Canadian exploration expense" and can be renounced to the purchasers under the Income Tax Act (Canada).

The Agents will be entitled to receive a cash commission of 7% of the total proceeds raised pursuant to the Financing and agents' warrants of 7% of the total number of Unit Subscription Receipts and Flow-Through Subscription Receipts sold. In addition, the Agents will be entitled to an overallotment option to purchase, subject to the Company's consent, any combination of Unit Subscription Receipts and Flow-Through Subscription Receipts to raise up to an additional CDN$5,000,000 exercisable on or before 48 hours prior to closing.

Closing of the Financing is scheduled to occur on or about July 23, 2009, and is subject to the approval of the TSX Venture Exchange and applicable securities legislation. All securities issued under the Financing will be subject to a hold period of four months and a day from the closing date.

ON BEHALF OF THE BOARD

Jonathan Awde, VP Corporate Finance

This news release contains forward-looking statements, which relate to future events or future performance and reflect management's current expectations and assumptions. Such forward-looking statements reflect management's current beliefs and are based on assumptions made by and information currently available to the Company. Investors are cautioned that these forward looking statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected. These forward-looking statements are made as of the date hereof and, except as required under applicable securities legislation, the Company does not assume any obligation to update or revise them to reflect new events or circumstances.

This press release, required by applicable Canadian laws, is not for distribution to U.S. news services or for dissemination in the United States, and does not constitute an offer of the securities described herein. These securities have not been registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to U.S. persons unless registered or exempt therefrom.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Northern Star Mining Corporation
    Jonathan Awde
    VP Corporate Finance
    Toll Free (800) 460-5031 or (819) 825-8088
    (819) 825-1199 (FAX)
    www.nsmgold.com