Northern Gold Announces Up To $2,000,000 Non-Brokered Private Placement

TORONTO, ONTARIO--(Marketwired - Nov. 18, 2013) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR OVER UNITED STATES NEWSWIRE SERVICES

NORTHERN GOLD MINING INC. (TSX VENTURE:NGM) ("Northern Gold" or the "Company") is pleased to announce that it intends to complete a non-brokered private placement financing (the "Private Placement") of up to 40,000,000 units ("Units") at a price of $0.05 per Unit for gross proceeds of up to $2,000,000 (the "Offering"). Each Unit shall consist of one common share in the capital stock the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of $0.10 for a period of up to five years following the closing of the Offering.

The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange ("TSX-V") and applicable securities regulatory authorities, as well as shareholder approval. Northern Gold intends to close the Offering on or around December 20, 2013.

Northern Gold intends to use the net proceeds from the Offering to further exploration and development of the Golden Bear Project, and for general working capital purposes.

Upon closing of the Private Placement, it is anticipated that Mr. Pierre Caland, an insider of the Company, will own at least 15.78% of the Common Shares on a non-diluted basis and at least 20.03% on a partially-diluted basis. As such, the Private Placement will result in the creation of a new "Control Person" (as such term is defined under the policies of the TSX-V), and in accordance with the policies of the TSX-V, shareholder approval of the creation of a new Control Person will be required, which shall be sought at the Company's annual and special meeting of shareholders to be held on December 19, 2013.

The participation in the Offering by Mr. Pierre Caland also constitutes a "related party transaction" as such term is defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), requiring the Company, in the absence of exemptions, to obtain a formal valuation for, and minority shareholder approval of, the related party transaction. It is anticipated that Mr. Caland will subscribe for a minimum of 8,500,000 Common Shares under the Private Placement for gross proceeds for $425,000, representing approximately 15.78% of the total number of Common Shares issued and outstanding on a non-diluted basis immediately after the closing of the Offering. Assuming successful completion of the Offering, Mr. Caland will hold, control or direct, directly or indirectly, a total of 45,408,515 Common Shares and 12,250,000 Warrants representing approximately 20.03% of the outstanding Common Shares on a partially-diluted and post-transaction basis. The Company is relying on the exemptions from the formal valuation and minority approval requirements under MI 61-101 pursuant to which a formal valuation and minority approval are not required. The Company is exempt from the formal valuation requirement of MI 61-101 in connection with the Private Placement by relying on section 5.5(b) of MI 61-101 as no securities of the Company are listed or quoted for trading on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ stock market or any other stock exchange outside of Canada and the United States. Additionally, the Company is exempt from obtaining minority shareholder approval in connection with the Private Placement by relying on section 5.7(1)(b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of the Common Shares nor the consideration received in respect thereof from insiders would exceed $2,500,000, (ii) the Company has one or more independent directors in respect of the Private Placement who are not employees of the Company, and (iii) all of the independent directors have approved the Private Placement.