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TSX
Venture SYMBOL: NSM
ANGLO PACIFIC GROUP TO PROVIDE CDN$8.0 MILLION TO NORTHERN STAR IN
EXCHANGE FOR NET SMELTER RETURN
Val d’Or, Quebec, July 7, 2009 – Northern Star
Mining Corporation (TSX:
The agreement is an important
strategic milestone for NSM as it should enable the Company to complete the
construction and development of the Gauthier decline at its Malartic-Midway
gold project (the “Midway Project”)
in
Under the terms of the agreement, Anglo Pacific will finance the Company through a convertible debenture in the principal amount of CDN$8.0 million (the “Convertible Debenture”) which will be repaid through a 2.5% net smelter return royalty (the “NSR”) on the Midway Project and the Company’s McKenzie Break project located in Fiedmont and Courville Townships of Quebec (the “McKenzie Break Project”). See the Company’s news release dated February 23, 2009 for details of the Company’s acquisition of a 60% undivided interest in the McKenzie Break Property from Britannica Resources Corp. (TSXV – BRR). In the event that the price of gold exceeds US$1,250 per ounce, the NSR will increase to 2.75% but will decrease to 1.5% on all production from the Midway Project at such time as 2,000,000 ounces of gold have been produced therefrom if the price of gold is below US$1,250 per ounce. Upon repayment of the principal amount of CDN$8.0 million, the Convertible Debenture will convert to a straight net smelter return royalty.
The Company has also agreed to pay a 1% NSR on all production from the Company’s mill or its replacement from properties other than the Midway Project or the McKenzie Break Project but excluding any toll milling undertaken by NSM on behalf of unassociated third parties.
The Company will make quarterly interest payments at an annualized rate of Canadian base rate plus 2% upon the outstanding balance of the Convertible Debenture from time to time, after quarterly NSR payments have been received and deducted.
The Convertible Debenture and subsequent NSR will be secured against the assets of the Company including the Midway Project and Anglo Pacific shall have the right, at its discretion, to convert any outstanding principal amount under the Convertible Debenture into common shares of the Company at an agreed upon conversion price. In the event of such conversion, the NSR to Anglo Pacific will cease.
The Convertible Debenture is subject to the completion of Anglo Pacific’s due diligence, the execution of formal documentation, the satisfactory restructuring of the Company’s US$42,000,000 of outstanding senior secured notes as contemplated in the Company’s news release of July 7, 2009 and the acceptance of the TSX Venture Exchange. A break fee of 500,000 warrants to purchase a total of 500,000 common shares of the Company at a price of CDN$0.60 per share will be payable to Anglo Pacific in the event the Company elects not to proceed with the Convertible Debenture.
Casimir Capital acted as financial advisor for this transaction.
Anglo Pacific Group
The TSX Venture Exchange has not reviewed and does not
accept responsibility for the adequacy or accuracy of this release.
ON BEHALF OF THE BOARD
“Jonathan Awde”
Jonathan Awde, Vice-president, Corporate Finance
FOR FURTHER INFORMATION PLEASE CONTACT: Northern Star Mining Corporation TOLL
This news release
contains forward-looking statements, which relate to future events or future
performance and reflect management’s current expectations and assumptions. Such forward-looking statements reflect
management’s current beliefs and are based on assumptions made by and
information currently available to the Company. Investors are cautioned that
these forward looking statements are neither promises nor guarantees, and are
subject to risks and uncertainties that may cause future results to differ
materially from those expected. These forward-looking statements are made as of
the date hereof and, except as required under applicable securities
legislation, the Company does not assume any obligation to update or revise
them to reflect new events or circumstances.
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