Northern Lights - Announces Shares for Debt Settlememt

Northern Lights – Announces Shares for Debt Settlement

Vancouver, British Columbia. December 30, 2022, Northern Lights Resources Corp. (“Northern Lights”

or the “Company”) (CSE: NLR, OTC: NLRCF) is pleased to announce it has settled $80,000 in outstanding

debt through the issuance to certain creditors of 3,809,524 common shares in the Company (the”Debt

Shares”), at a deemed price of $0.021 (the “Debt Settlement”).

The Debt Shares are being issued at a price equal to the 20 day Volume Weighted Average Price (VWAP)

of the common shares of the Company as listed on the Canadian Securities Exchange ("CSE") on December

29, 2022, being $0.021, in accordance with the policies of the CSE.

The Debt Settlement includes participation by directors of the Company. The issuance of the Debt Shares to

the directors constitutes a "related party transaction" as this term is defined in Multilateral Instrument 61-101:

Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The directors of the Company,

acting in good faith, determined that the fair market value of the Debt Shares being issued pursuant to the

shares for debt transaction and the consideration being paid is reasonable. The Company intends to rely on

the exemptions from the valuation and minority shareholder approval requirements of MI 61 -101 contained

in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the Debt Shares nor the debt

exceeds 25% of the Company's market capitalization.

The Company did not file a material change report more than 21 days before the expected closing of the

shares for debt transaction as the details and amounts of debts settled under the transaction were not

finalized until closer to the closing and the Company wished to close the transaction as soon as practicable,

which the Company deems reasonable as it wishes to reduce its accrued liabilities as soon as possible. The

Debt Shares are subject to a standard four (4) month hold period.

For further information, please contact:

Albert Timcke, Executive Chairman and President

Email: [email protected]

Tel: +1 604 608 6163

Jason Bahnsen, Chief Executive Officer

Email: [email protected]

Tel: +1 604 608 6163

About Northern Lights Resources Corp.

Northern Lights Resources Corp is a growth -oriented exploration and development company that is

advancing its 100% controlled, Secret Pass Gold Project located in Mohave County, Arizona.

Northern Lights Resources trades under the ticker of “NLR” on the CSE Market and “NLRCF” on the OTC

Market. This and other Northern Lights Resources news releases can be viewed at www.sedar.com and

www.northernlightsresources.com.

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CAUTIONARY STATEMENT REGARDING FORWARD -LOOKING INFORMATION : This news release

includes certain “forward -looking statements” under applicable Canadian securities legislation. Forward -

looking statements include, but are not limited to, statements with respect to: the terms and conditions of the

proposed private placement; use of funds; the business and operations of the Company after the proposed

closing of the Offering. Forward-looking statements are necessarily based upon a number of estimates and

assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and

other factors which may cause the actual results and future events to differ materially from those expressed

or implied by such forward-looking statements. Such factors include, but are not limited to: general business,

economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or

regulatory approvals; and the uncertainties surrounding the mineral exploration industry. There can be no

assurance that such statements will prove to be accurate, as actual results and future events could differ

materially from those anticipated in such statements. Accordingly, readers should not place undue reliance

on forward looking statements. The Company disclaims any intention or obliga tion to update or revise any

forward-looking statements, whether as a result of new information, future events or otherwise, except as

required by law.