SOURCE: North Bay Resources Inc.

March 05, 2009 08:32 ET

North Bay Resources Updates Financing Plans

SKIPPACK, PA--(Marketwire - March 5, 2009) - North Bay Resources Inc. (PINKSHEETS: NBRI) ("North Bay" or the "Company") disclosed today that as a result of ongoing discussions with financial advisors and potential investors, the previously announced plan for a Convertible Gold Bond offering to non-US banks and institutions has been shelved until conditions improve in the global credit markets. In its place, the Board of Directors has approved the creation of a new class of stock referred to as the Series G Convertible Preferred Shares (the "Preferred," or the "Gold Shares") that will be directly linked to the price of gold as determined by the daily London Gold PM Fix Price, and where each 100 share lot is the equivalent of one troy ounce of gold.

The Board has further approved the listing of the new Gold Shares on a when-issued basis on the Deutsche Bourse in Frankfurt, and has directed Company officers to make every effort to effect the public trading of the shares by completing all the required regulatory filings and applications, both in the US and abroad. As the first step in this process, the Company has filed a Certificate of Designation with the Secretary of State of Delaware to make the new class of stock effective immediately.

Subsequent to the filing of the Certificate of Designation, the initial issuance of any Gold Shares is contingent on the execution of a purchase agreement for the acquisition of an operating gold mine to provide the gold production on which the Gold Shares are based. Towards this end, the Company executed a Letter of Intent in January for the acquisition of a fully permitted mine in northern California with a potential resource of over 500,000 ounces of gold. This acquisition remains pending upon receipt of a NI 43-101 re-certification of the gold resource estimate, which is expected to be completed this spring.

The securities described above have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

About North Bay Resources Inc.

North Bay Resources Inc. (PINKSHEETS: NBRI) is a junior mining company with over 100 mineral and placer claims encompassing approximately 40,000 acres throughout British Columbia, Canada. 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.


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.

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