North Country Gold Corp.
TSX VENTURE : NCG

North Country Gold Corp.

February 15, 2011 08:11 ET

North Country Gold Corp. Announces C$20 Million Bought Deal Common Share and Flow-Through Common Share Private Placement Financing

EDMONTON, ALBERTA--(Marketwire - Feb. 15, 2011) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

North Country Gold Corp. (TSX VENTURE:NCG) (the "Company") is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. as lead underwriter on behalf of a syndicate of underwriters, including RBC Capital Markets and Byron Capital Markets (collectively, the "Underwriters"), to purchase 3,720,000 common shares (the "Common Shares") of the Company at a price of C$1.35 per Common Share and 9,300,000 Common Shares issuable on a "flow-through" basis pursuant to the Income Tax Act (Canada) (the "Flow-Through Shares") at a price of C$1.62 per Flow-Through Share for aggregate gross proceeds of C$20,088,000 on a bought deal private placement basis (the "Underwritten Offering"). In addition, the Company has also granted the Underwriters an option, exercisable at any time up to 48 hours prior to the closing of the Underwritten Offering, to purchase from the Company securities, in any combination of Common Shares and Flow-Through Shares, to raise additional proceeds of up to $5,000,000 (the "Over-Allotment Option", and together with the Underwritten Offering, the "Offering").

The Underwriters will receive a cash fee on the sale of the securities equal to 6% of the aggregate gross proceeds raised in the Offering, and broker warrants ("Broker Warrants") equal to 6% of the Offering. Each Broker Warrant shall be exercisable for one common share of the Company at a price of C$1.47 at any time up to 24 months after closing.

The Company intends to use the proceeds of the Offering for exploration of the Company's Committee Bay Project located in Nunavut and working capital.

Closing of the Offering is anticipated to occur on or before March 9, 2011 and is subject to receipt of applicable regulatory approvals, including approval of the TSX Venture Exchange. The Common Shares and the Flow-Through Common Shares will be subject to a statutory hold or restricted period of four months following the closing date.

This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements.

About North Country Gold Corp.

North Country Gold Corp. controls one of the largest under explored greenstone belts within Canada, and has numerous drill-ready high-grade gold targets, in addition to those at Three Bluffs. The gold-rich Committee Bay Greenstone Belt is located approximately 300 kilometers north of Baker Lake within Nunavut Territory, Canada. North Country Gold Corp. is currently the 100% beneficial owner of the mineral rights to approximately 557,323 acres (225,569 hectares) of land comprising 216 active mineral claims and 14 mineral leases. 

North Country Gold Corp maintains an extensive quality control program in the preparation, shipping and checking of all samples from the property. The program is supervised by Peter Kleespies, M.Sc., P. Geol. who is the Qualified Person as defined by NI 43-101. A detailed description of North Country Gold Corp's QA/QC program is provided on the Company's website at www.northcountrygold.com or m.northcountrygold.com on your mobile phone.

North Country Gold Corp. is a member of the Discovery Group of companies, for more information on the group visit www.discoveryexp.com.

On behalf of the Board

North Country Gold Corp.

John Williamson, P.Geol, President and CEO

This release includes certain statements that may be deemed to be forward-looking statements. All statements in this release, other than statements of historical facts that address access to capital, regulatory approvals, exploration drilling, exploitation activities and events or developments that the Company expects are forward-looking statements. In particular, but without limiting the foregoing, this press release contains statements concerning the anticipated closing date of the Offering and the anticipated use of net proceeds of the Offering. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. The closing of the Offering could be delayed if the Company is not able to obtain the necessary regulatory and stock exchange approvals on the timelines it has planned. The Offering will not be completed at all if these approvals are not obtained or some other condition to the closing is not satisfied. Accordingly, there is a risk that the Offering will not be completed within the anticipated time or at all. The intended use of the net proceeds of the Offering by the Company might change if the board of directors of the Company determines that it would be in the best interests of the Company to deploy the proceeds for some other purpose, such as an acquisition. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continuity of mineralization, uncertainties related to the ability to obtain necessary permits, licenses and title and delays due to third party opposition, changes in government policies regarding mining and natural resource exploration and exploitation, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially form those projected in the forward-looking statements. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this press release, and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. For more information on the Company, investors should review the Company's continuous disclosure filings that are available at www.sedar.com.

For more information on North Country Gold Corp., please visit the Corporation's website: www.northcountrygold.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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