THIS NEWS
RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO
TSX Venture
SYMBOL: NSM
July 7, 2009
Northern Star Announces $20,000,000 Financing and
Restructuring of Debt
Vancouver, B.C., July 7, 2009 – Northern Star Mining Corp (NSM: TSX-V) announces that
it has negotiated a private placement financing of up to CDN$20,000,000 (the “Financing”) with a syndicate of agents
led by Casimir Capital L.P. (collectively the “Agents’) consisting of a combination of unit subscription receipts
(the “Unit Subscription Receipts”)
at a price of CDN$0.50 per non-flow through Unit Subscription Receipt and Flow-Through
subscription receipts (the “Flow-Through
Subscription Receipts”) at a price of CDN$0.65 per Flow-Through
Subscription Receipt for gross proceeds of CDN$20,000,000.
100% of
the gross proceeds of the Financing will be deposited in escrow pending
completion of a satisfactory restructuring of the US$42,000,000 debt financing
of senior secured notes (the “2008 Notes”)
issued by the Company pursuant to an indenture with Computershare Trust Company
of Canada on August 13, 2008 to provide for (a) the extension of the maturity
date of the 2008 Notes for one year to August 13, 2011, (b) the consent of the
holders of the 2008 Notes (the “2008
Note Holders”) to a new net smelter convertible loan facility and
accompanying security, and (c) the cancellation of up to 45,000,000 share
purchase warrants issued to the 2008 Note Holders as part of the 2008 Note
financing (collectively the “Escrow
Release Conditions”). If the Escrow
Release Conditions are not satisfied on or before August 31, 2009, the full
amount of the Financing, together with any accrued interest thereon, will be
returned to the purchasers thereof.
Upon
completion of the Financing, the Company will prepay up to CDN$15,000,000 of
the 2008 Notes from, inter alia, the proceeds of sale of the Unit Subscription
Receipts. The balance of the proceeds from the sale of Unit Subscription
Receipts will be used to fund further exploration of the Company’s mineral
resource properties, capital expenditures and for general working capital
purposes.
Each
Unit Subscription Receipt will entitle the holder thereof to automatically
receive, without payment of any additional consideration, one unit of the
Company (a “Unit”) upon the
satisfaction of the Escrow Release Conditions.
Each Unit will consist of one common share and one-half (1/2) of one
transferable common share purchase warrant. Each whole warrant (a “Warrant”) will entitle the holder to
purchase one additional common share at a price of CDN$0.70 for a period of 36
months from the date of closing.
It will
also be a term of the Warrants that if, within four (4) months from the closing
of the Financing, the volume-weighted-average trading price of the Company's
common shares on the TSX Venture Exchange, for a period of 15 consecutive
trading days, exceeds CDN$1.10, the Company may, within five days after such
event, elect to accelerate the expiry date of the Warrants upon 30 days notice
in writing.
Each
Flow-Through Subscription Receipt will entitle the holder thereof to
automatically receive, without payment of any additional consideration, one
“flow-through” common share of the Company.
The gross
proceeds from the sale of the Flow-Through Subscription Receipts will be used
to fund exploration on the Company's
The
Agents will be entitled to receive a cash commission of 7% of the total
proceeds raised pursuant to the Financing and agents’ warrants of 7% of the
total number of Unit Subscription Receipts and Flow-Through Subscription
Receipts sold. In addition, the Agents
will be entitled to an overallotment option to purchase, subject to the
Company’s consent, any combination of Unit Subscription Receipts and
Flow-Through Subscription Receipts to raise up to an additional CDN$5,000,000
exercisable on or before 48 hours prior to closing.
Closing
of the Financing is scheduled to occur on or about July 23, 2009, and is
subject to the approval of the TSX Venture Exchange and applicable securities
legislation. All securities issued under the Financing will be subject to a
hold period of four months and a day from the closing date.
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,
VP Corporate Finance
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
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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