Northern Star Mining Corporation
TSX VENTURE : NSM

Northern Star Mining Corporation

November 26, 2007 17:55 ET

Northern Star Announces Closing of Brokered Debt Financing and Tier 1 Listing Upgrade

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 26, 2007) - Northern Star Mining Corp. ("Northern Star" or the "Company") (TSX VENTURE:NSM): Northern Star announces that it has closed a brokered private placement of units (the "Units") to raise gross proceeds of US $16,795,000, through Casimir Capital LP of New York ("Casimir"), who acted as lead agent on the offering (the "Offering"). Northern Star and Casimir intend to close another US $1,025,000 in Units tomorrow (based on wire transfers in transit), for total anticipated gross proceeds of US $17,920,000. Each Unit consists of a transferable senior secured note (a "Note") in the principal amount of US $1,000 maturing in two (2) years, and a transferable share purchase warrant of Northern Star (a "Warrant"), entitling the holder to purchase up to 1,000 common shares of Northern Star at an exercise price of CDN $1.40 per share until November 26, 2012. The Notes bear interest at 14% per annum (which was pre-paid in full at the time of issuance of the Notes, grossed up for Canadian withholding taxes). The Notes will be secured by all of the assets of Northern Star, and will be senior to all other security interests granted by Northern Star. The Offering was made to US accredited investors pursuant to Regulation D of the US Securities Act of 1933.

Casimir received a cash commission of 5%, and broker warrants entitling them to purchase 896,000 common shares, having essentially the same terms and conditions as the Warrants.

Northern Star will use the net proceeds from the offering to carry out further surface and underground exploration and development work on its Midway-Malartic Gold Project in Quebec and for general working capital requirements.

At the same time, the Company announces that, concurrent with the closing of the Offering, the Company will achieve Tier I issuer status on the TSX Venture Exchange. As stated in the Exchange's Policy 2.1: "A Tier 1 listing represents the TSX-V's premier tier and is reserved for the most advanced public companies with the most significant financial resources. Tier 1 issuers benefit from decreased filing requirements and improved service standards." Tier 1 status will permit the Company to take advantage of a more favourable regulatory environment and financing mechanisms. The Company's trading symbol will remain NSM.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

ON BEHALF OF THE BOARD

Michel David, President

The TSX Venture Exchange has not reviewed the present information and is not responsible for the contents of this news release, which may contain forward looking statements.

Contact Information

  • Northern Star Mining Corporation
    Michel David
    President
    Toll Free: 1-800-460-5031 or (819) 825-8088
    (819) 825-1199 (FAX)
    Website: www.nsmgold.com