
TSX Venture SYMBOL:
NSM
THIS PRESS
RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES
August 14, 2008
NORTHERN STAR CLOSES BROKERED DEBT FINANCING
Northern Star Mining Corp. (“Northern Star” or the “Company”; TSX
Venture Exchange - 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”
Michel
David President
FOR
FURTHER INFORMATION PLEASE CONTACT: Northern Star Mining Corporation
TOLL FREE (800) 460-5031 or (819) 825-8088, (FAX) (819) 825-1199 Website:
www.nsmgold.com
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.
THIS
PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO
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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.