Northern Star Mining Corporation
TSX VENTURE : NSM

Northern Star Mining Corporation

August 14, 2008 16:13 ET

Northern Star Closes Brokered Debt Financing

VAL D'OR, QUEBEC--(Marketwire - Aug. 14, 2008) -

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES

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$34,000,000 through Casimir Capital L.P. of New York ("Casimir"), who acted as lead agent on the offering (the "Offering"). Northern Star and Casimir are seeking to close up to an additional US$8,000,000 of Units within the next week or so, for total anticipated gross proceeds of US$42,000,000. 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 750 transferable share purchase warrants (each a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one common share at an exercise price of CDN $1.20 per share until August 13, 2013. The Notes bear interest at 14% per annum (of which the first six months has been pre-paid) and mature two years from date of issuance at 125% of the principal amount thereof. The Notes are also secured by a hypothec over all of the assets of the Company which is senior to all other security interests granted by the Company. The purchasers of Units also received a due diligence fee in an amount equal to 5% of their total subscription amount.

The Offering was made to US accredited investors pursuant to Regulation D of the US Securities Act of 1933, of which approximately US$12,000,000 was subscribed for by current noteholders (the "2007 Noteholders") who exchanged their existing notes ("2007 Notes") acquired pursuant to the Company's private placement debt financing in November, 2007 (the "2007 Financing") for Units of the Offering. Under the terms of the Offering, the Company will not recover any of the two years' prepaid interest paid to the 2007 Noteholders in connection with the 2007 Financing. Taking in account such prepaid interest, the upfront due diligence fee and the premium payable upon maturity of the Notes, the effective rate of interest being paid by the Company to those 2007 Noteholders who exchanged their 2007 Notes for Units under the Offering is approximately 28.74% per annum.

The balance of the proceeds of the Offering will be used to carry out further surface and underground exploration and development work on Northern Star's Midway-Malartic Gold Project in Quebec and for general working capital requirements.

Any 2007 Noteholders who exchanged their 2007 Notes for Units were entitled to retain their existing warrants to purchase shares of the Company at CDN$1.40 per share issued pursuant to the 2007 Financing, in addition to receiving new Warrants under the Offering.

Casimir received a cash commission of 5%, and broker warrants entitling them to purchase a total of 1,700,000 common shares of the Company on substantially the same terms and conditions as the Warrants.

ON BEHALF OF THE BOARD

Michel David, President

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 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