SOURCE: North Bay Resources Inc.

January 10, 2011 08:30 ET

North Bay Resources Inc. (NBRI) Files Form S-1 to Register $5 Million Financing Facility

SKIPPACK, PA--(Marketwire - January 10, 2011) - North Bay Resources Inc. (OTCBB: NBRI) ("North Bay" or the "Company") is pleased to announce that it has filed a new Form S-1 registration statement with the Securities and Exchange Commission ("SEC") to register the first tranche of its $5M equity credit line with Tangiers Investors, LP ("Tangiers"). 

As previously announced on October 21, 2009, the Company has secured $5 Million in financing under an equity line of credit with Tangiers. A summary of the terms of the agreement provides that

  • North Bay has the right, but not the obligation, to draw down on the equity line of credit by selling to Tangiers shares of the Company's common stock for a total purchase price of up to $5 Million.
  • Tangiers will pay the Company 90% of the lowest volume weighted average price of the Company's common stock during the five days immediately following the notice date (the "Pricing Period") as quoted by Bloomberg, LP on the Over-the-Counter Bulletin Board ("OTCBB"). This will amount to a 10% discount to the prevailing market price of NBRI during the Pricing Period.
  • Draws are limited to $100,000 per 10 consecutive trading days after the advance notice is provided to Tangiers.
  • Tangiers' obligation to purchase shares of the Company's common stock under the Securities Purchase Agreement is subject to certain conditions, including the Company obtaining an effective registration statement for shares of the Company's common stock to be sold under the Securities Purchase Agreement.

The newly-filed Form S-1 seeks to register up to of 19,726,822 shares of common stock that may be issued pursuant to the Securities Purchase Agreement ("SPA") with Tangiers. At our current share price of $0.035, the 10% discount would result in a sale price of $0.0315 per share, or approximately $611,395 in net proceeds. If all 19,726,822 shares are eventually sold, our current outstanding share count of common stock would increase from 80,186,434 shares to 99,913,256 shares outstanding. If our share price falls in the interim, the amount of funding we can receive will be lessened before we will need to file another registration statement. Alternatively, if our share price rises in the interim, the net proceeds we can receive from the first tranche will increase, fewer shares will be issued, or both. 

North Bay CEO Perry Leopold explained, "When we filed our first S-1 registration statement in February 2010, we intended to register our equity line with Tangiers and become a fully-reporting company at the same time. In March 2010, we learned that we could not register the equity line until we were first a fully-reporting company and our shares were no longer quoted solely on the Pink Sheets. The registration statement that was recently made effective has accomplished that, as we are now a fully-reporting company and our shares are now dually-quoted on both the OTCBB and OTCQB. This new S-1 registration statement is therefore the next step in the process to complete what we originally intended to do last year. Once this new registration statement is made effective by the SEC, the Tangiers equity line will then be available to us whenever needed. Among other uses, we expect to be able to draw upon this facility as a bridge to meet our contractual obligations in completing our acquisition of the Ruby Mine until our EB-5 funding is approved by USCIS, as well as to provide working capital to pursue our interests in British Columbia. We remain steadfast in our determination to achieve our goals, and this funding facility is an integral part of our business plan."

About Tangiers Investors, LP

Tangiers Investors, LP is a Southern California headquartered alternative investment fund managed by Tangiers Capital, LLC. Tangiers Investors, LP seeks to provide the best possible risk-return tradeoff for its limited partners by making direct investments into foreign and domestic private and public micro-cap companies. Tangiers Investors, LP has established a network of world-wide deal sources and is positioned to capitalize on the growing number of opportunities both inside and outside of the United States.

About The Ruby Gold Project

The Ruby Mine, a/k/a the Ruby Gold Project, is an underground placer and lode mine located near Downieville in Sierra County, California that is known to have produced over 250,000 ounces of gold since the 1850's, and which is considered to be part of the northern extension of the historic Mother Lode system. The Ruby Property covers approximately 1,755 acres, consisting of the subsurface mineral rights of two patented claims totaling approximately 435 acres and 30 unpatented claims containing approximately 1,320 acres. The equipment, fixed assets, and infrastructure in place have been valued at an estimated $3.5 million, and include a 1,000 yard per day placer wash plant, 50-ton per day quartz mill, 6,000 feet of tracked haulage, and related support equipment needed for underground mining operations. The property also features an excellent system of roads, is accessible via paved highway from Reno or Sacramento, has abundant water and timber available for mining purposes, and has PG&E power available on-site. For further information about the Ruby Mine, please visit the Ruby page on the North Bay website at http://www.northbayresources.com/ruby/

About North Bay Resources Inc.

North Bay Resources Inc. (OTCBB: NBRI) is a fully-reporting junior mining company with over 150 mineral and placer claims encompassing approximately 60,000 acres throughout British Columbia, Canada. In the US, the Company holds an option to acquire the Ruby Gold Mine in Sierra County, California, and is presently looking to acquire additional operating mines in the western US. The Company's mission is to build a portfolio of viable mining prospects throughout the world and developing them through subsidiaries and JV partners to their full economic potential. North Bay's business plan is based on the Generative Business Model, which is designed to leverage its properties into near-term revenue streams even during the earliest stages of exploration and development. This provides shareholders with multiple opportunities to profit from discoveries while preserving capital and minimizing the risk involved in exploration and development.

SAFE HARBOR FOR FORWARD LOOKING STATEMENTS

This press release may contain certain forward-looking statements within the meaning of Section 27A of the Securities and Exchange Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve risks and uncertainties. Although North Bay Resources Inc. believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any assumption could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this press release will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion should not be regarded as a representation by North Bay Resources Inc. or any other person that the objective and plans of North Bay Resources Inc. will be achieved.

Cautionary Note to U.S. Investors -The United States Securities and Exchange Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms on our website (or press releases), such as "measured," "indicated," and "inferred" "resources," which the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC. U.S. Investors are urged to consider closely the disclosure in our Form S-1 and subsequent Form 10-K which may be secured from us, or from our website at http://www.sec.gov/edgar.shtml

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