Announces Non-Brokered Private Placement
NORTHSTAR GOLD CORP
P.O BOX 2529
New Liskeard, ON
POJ 1PO
Tel: (705) 676-6476
www.northstargoldcorp.com
For Immediate Release
Northstar
Announces Non-Brokered
Private Placement
Vancouver, B.C., December 3, 2020. Northstar Gold Corp. (CSE: “NSG”) (“ Northstar” or the
“Company”), announces a non -brokered private placement financing (the “ Offering”) for aggregate
proceeds of up to $2,700,000.
The Offering includes a flow-through component (the “Flow-Through Component”), which is comprised
of up to 3.75 million flow-through units (the “Flow-Through Units”) at a price of $0.32 per Flow-Through
Unit for gross proceeds of up to $1,200,000. Each Flow Through Unit is comprised of one flow-through
common share (each, a “ Flow Through Share”) and one-half of one non -flow through share purchase
warrant. Each full warrant is exercisable for one non-flow through common share (each, a “Share”) at an
exercise price of $0.45 for a term of 18 months after the closing. The non-flow through component of the
Offering (the “Non-Flow Through Component”) is comprised of up to 6.0 million non-flow through units
(the “Non-Flow Through Units”) at a price of $0.25 per Non-Flow Through Unit for gross proceeds of up
to $1,500,000. Each Non -Flow Through Unit is comprised one Share and one -half non-flow through
warrant. Each whole warrant will be exercisable for one common share at an exercise price of $0.40 for a
term of 18 months after the closing.
The gross proceeds from the sale of the Flow-Through Shares will be used to incur eligible Canadian
Exploration Expenses ("CEE") at the Company's 100%-owned flag-ship Miller Gold Property, situated 18
km southeast of Kirkland Lake, Ontario , and the Company’s Bryce Gold Property, situated 35 km to the
southwest. The Company will renounce CEE effective on or before December 31, 2021. The financing is
expected to close on or about December 15, 202 1. The proceeds raised from the Non -Flow Through
Component will also be used for exploration work on the Miller Gold Property, as well as general working
capital.
The Existing Shareholder Exemption and Investment Dealer Exemption
The Offering will be made available to existing shareholders of the Company who, as of the close of
business on November 26, 2020, held common shares of the Company (and who continue to hold su ch
common shares as of the closing date), pursuant to the prospectus exemption set out in B.C. Instrument 45-
534 -- Exemption From Prospectus Requirement for Certain Trades to Existing Security Holders and in
similar instruments in other jurisdictions in C anada. The existing shareholder exemption limits a
shareholder to a maximum investment of $15,000 in a 12-month period unless the shareholder has obtained
advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdict ion of
Canada, that advice has been obtained from a person that is registered as an investment dealer in the
jurisdiction. If the company receives subscriptions from investors relying on the existing shareholder
exemption exceeding the maximum amount of th e financing, the company intends to adjust the
subscriptions received on a pro rata basis.
The company has also made the Offering available to certain subscribers pursuant to B.C. Instrument 45-
536 -- Exemption From Prospectus Requirement for Certain Distributions Through an Investment Dealer.
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In accordance with the requirements of the investment dealer exemption, the company confirms that there
is no material fact or material change about the Company that has not been generally disclosed.
The Offering is subject to all necessary regulatory approvals including acceptance from the Canadian
Securities Exchange. All securities issued in connection with the Offering will be subject to a four-month
hold period from the closing date under applicable Canadian securities laws, in addition to such other
restrictions as may apply under applicable securities laws of jurisdictions outside Canada.
Miller Gold Property Exploration Update
Northstar’s flagship property is the 100% owned Miller Gold Property, situated 18 km southeast
of Kirkland Lake and Kirkland Lake Gold’s Macassa SMC gold mine. Northstar has just
completed a 5,023 metre, 28-hole drill program and integrated 3D IP, gravity and magnetic survey
on the Miller Gold Property, making a number of new gold discoveries. This includes the near -
surface Allied Syenite Gold Zone, returning intercepts that include 19.4 g/t Au over 4.4m within
1.4 g/t Au over 118.5m and 4.7 g /t Au over 8m within a 107.3m interval averaging 1.2 g/t Au.
Northstar is positioning to resume drilling at the Miller Gold Property in early 2021 to follow up
2020’s exploration success and test new targets with a 3,000 metre, 15-hole Phase II drill program.
For more detail on the Miller Gold Property please visit the Company’s website at
www.northstargoldcorp.com .
About the Miller Gold Property
The Miller Gold Property overlays the historic Boston Cree k Mining Camp and was actively
explored in the early 1900’s for high -grade gold and tellurides in quartz veins by a number of
shallow shafts and 1,000 metres of near-surface underground development on the D Vein and No.
1 Vein structures.
The Miller Gold Property and the Kirkland Lake Gold camp share many important geological
features such as similar rock types, gold telluride mineralogy, timing of mineralization and large-
scale hydrothermal gold systems featuring multi -stage and long -lived alkalic magmatic gold
deposition. This strongly suggests the gold mineralization in both regions is derived from a
common gold enriched alkaline magmatic -hydrothermal reservoir at depth and channelled to
surface by deep seated, interconnected structures such as the first order Catharine Fault zone. An
important difference is the Miller Property, in addition to high-grade gold-telluride mineralization,
has several near -surface broad, low -grade bulk-tonnage drill zones (Planet and Allied Syenites)
and remains un-explored at depth.
About Northstar Gold Corp.
Prior to going public on the CSE on January 2, 2020 by way of a $3 million Initial Public Offering,
Northstar operated for the past 11 years as a private company focused primarily on gold
exploration in the prolific Kirkland Lake District in northeastern Ontario (>24.5 million ounces
gold produced from 7 mines since 1915). Northstar has an accomplished Board, Special Advisor
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and Management Group comprised of professionals highly experienced in exploratio n, mining,
finance and investment banking on a global basis.
In addition to the Company’s flagship Miller Gold Property, Northstar also has 3 additional 100%-
owned exploration projects in northern Ontario, including the recently acquired 1,200 ha
Rosegrove Property situated 0.5 km from the Miller Gold Property, the 5,090 hectare Bryce
Property, an intrusive-gold / PME VMS project located 35 km southwest on the Ridout Break, and
the Temagami -Milestone Cu -Ni-Co Property located in Strathcona Township. Norths tar is
considering options to advance the Bryce and Milestone projects through joint venture partnerships
or otherwise.
On behalf of the Board of Directors, For further information, please contact:
Mr. Brian P. Fowler, P.Geo. Derek Wood
President, CEO and Director Conduit IR
(604) 617-8191 (403) 200-3569
[email protected] [email protected]
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDER
HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS
RELEASE. NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.
Forward-looking Information Cautionary Statement
Except for statements of historic fact, this news release contains certain "forward -looking information"
within the meaning of applicable securities law. Forward-looking information is frequently characterized
by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar
words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements
are based on the opinions and estimates at the date the statements are made, and are subject to a variety
of risks and uncertainties and other factors that could cause actual events or results to differ materially
from those anticipated in the forward -looking statements including, but not limited to delays or
uncertainties with re gulatory approvals, including that of the CSE. There are uncertainties inherent in
forward-looking information, including factors beyond the Company's control. The Company undertakes
no obligation to update forward -looking information if circumstances or m anagement's estimates or
opinions should change except as required by law. The reader is cautioned not to place undue reliance on
forward-looking statements. Additional information identifying risks and uncertainties that could affect
financial results is contained in the Company's filings with Canadian securities regulators, which filings
are available at www.sedar.com.