Northern Star Mining Corporation
TSX VENTURE : NSM

Northern Star Mining Corporation

August 12, 2009 20:34 ET

Northern Star to Close Subscription Receipt Financing and Enters Into Off-Take Agreement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 12, 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) is pleased to announce that further to its news releases of July 24 and 28, 2009 the three conditions (the "Release Conditions") for the release of the gross proceeds of CDN $23,212,458 (the "Escrow Funds") from the Company's subscription receipts financing (the "Financing") currently held in trust by Computershare Trust Company of Canada ("Computershare") pursuant to the terms of the subscription receipt agreement dated July 23, 2009 among, inter alia, the Company, Casimir Capital LP, as lead agent, and Computershare have now been satisfied.

As a condition of the holders of the US$42,000,000 senior secured notes issued by the Company pursuant to a note indenture dated August 13, 2008 (the "2008 Notes") agreeing to the first two Release Conditions, being (i) extending the maturity date of such notes for an additional term of one year expiring August 13, 2011, August 15, 2011 and September 8, 2011, respectively, and (ii) consenting to the Company's proposed CDN$8,000,000 convertible debenture/royalty financing (the "Royalty Financing") described in the Company's news release of July 7, 2009, the Company has agreed to redeem CDN $15,000,000 of the total principal amount of the 2008 Notes due on maturity (the "2008 Note Redemption"), pay all accrued and unpaid interest on the 2008 Notes to August 14, 2009 totaling approximately US$2,940,000 and increase the premium payable on the remaining 2008 Notes upon maturity (as extended) by 12.5% of the principal.

As a condition of satisfying the third Release Condition, being the cancellation of 45,000,000 share purchase warrants by, among others, the holders of the 2008 Notes, the Company has agreed to issue to certain holders, on a pro rata basis, an aggregate of 12,130,159 new share purchase warrants (the "New Warrants"); each New Warrant entitling the holder thereof to acquire one common share of the Company at a price of CDN $0.70 for a period of 36 months from the date of issuance thereof.

The net proceeds from the sale of unit subscription receipts under the Financing, after deducting the agents' commissions and costs of issue, together with the Company's available working capital, will be used to fund the 2008 Note Redemption and payment of accrued interest on the 2008 Notes and for general working capital purposes. The gross proceeds from the sale of flow-through subscription receipts under the Financing will be used to carry out exploration on the Company's mineral resource properties in Quebec which qualify as Canadian Exploration Expense and can be renounced to the purchasers of flow-through subscription receipts.

Closing of the Financing and release of the Escrow Funds is scheduled for Friday, August 14, 2009.

Further to the Company's news release of July 7, 2009 the Company is also seeking to complete the Royalty Financing within the next few days.

Finally, the Company is pleased to announce that it has entered into an off-take agreement with an arm's length mineral resource fund to purchase 100% of the Company's future production of gold and silver from its Midway, Callahan and MacKenzie Break properties in Quebec at "market" prices at the time of delivery for as long as the Company is producing minerals from such properties.

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