2022 News

Vancouver, B.C., October 4, 2022. Northstar Gold Corp. (CSE: “NSG”) (“Northstar” or the “Company”), announces a non-brokered private placement financing (the “Offering”) for aggregate proceeds of up to $1,600,000 (CDN.).

The Offering includes a flow-through component (the “Flow-Through Component”), which is comprised of up to 10.0 million flow-through units (the “Flow-Through Units”) at a price of $0.085 per Flow-Through Unit for gross proceeds of up to $850,000.  Each Flow Through Unit is comprised of one flow-through common share (each, a “Flow Through Share”) and 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 $0.10 for a term of 24 months after the closing.  The non-flow through component of the Offering (the “Non-Flow Through Component”) is comprised of up to 10.0 million non-flow through units (the “Non-Flow Through Units”) at a price of $0.075 per Non-Flow Through Unit for gross proceeds of up to $750,000.  Each Non-Flow Through Unit is comprised one Share and one non-flow through warrant, with each warrant exercisable for one common share at an exercise price of $0.10 for a term of 24 months after the closing. Management of the Company reserves the right to amend the final allocation of the Flow-Through Component and the Non-Flow Through Component under the Offering.

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 18km southeast of Kirkland Lake, Ontario, the Company’s adjoining Rosegrove Gold Property and the Milestone Cu-Ni-Co Property. The Company will renounce CEE effective on or before December 31, 2022. The financing is expected to close on or about October 31, 2022.  The proceeds raised from the Non-Flow Through Component will also be used for exploration work on the Miller Gold Property and 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 October 4, 2022, held common shares of the Company (and who continue to hold such 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 Canada. 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 jurisdiction 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 the 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 Form Prospectus Requirement for Certain Distributions Through an Investment Dealer. 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.

Northstar’s primary exploration focus is the advancement of the Company’s flagship, 100%-owned Miller Gold Property, situated 18 km southeast of Kirkland Lake and Agnico Eagle Mine’s Macassa SMC gold mine. The Company’s strategy is to develop either a minimum material (+1 million ounce) high-grade gold mineral resource to potentially supplement a nearby mining operation or a stand-alone mining operation at the Miller Gold Property. 

Miller Gold Property Exploration Highlights

Since going public by IPO in 2020, Northstar has spent >$4.4 million in exploration at its flagship Miller Gold Property, situated 18 km southeast of Kirkland Lake, resulting in the expansion / discovery of a series of broad, shallow dipping sheeted quartz-gold-telluride vein structures in the Allied Syenite (Allied Gold Zone) and Planet Syenite with numerous 70 - 770 gold gram/metre drill hole intercepts. Recent exploration highlights include:

• Completed a 2-phase, 22-hole, 4,485 metre drill program at the Miller Gold Property in 2021.
• Exploration more than doubled the surface area of the near-surface Allied Gold Zone, which now measures
  >350 metres X 200 metres and remains open along strike to the northwest, south and southeast. 
• Several narrow, high-grade gold-telluride and broader, 70-770 gold gram/metre drill intercepts obtained from Allied Gold Zone expansion drilling. 
• 2021 Allied Gold Zone drill results include 117 metres averaging 6.6 g/t Au (MG21-56), 65.9 metres averaging 0.91 g/t Au (MG21-63), 81.5 metres averaging 0.87 g/t Au (MG21-64) and 50.6 metres averaging 4.4 g/t Au (MG21-70).  New discoveries of high angle Cu-Au mineralization representing possible feeder zones include 6.4 metres averaging 4.71 g/t Au and 0.51% Cu (CG1 Zone - MG21-64) and 3.0 metres averaging 9.41 g/t Au and 1.03% Cu (CG2 Zone - MG21-65).
• Completion of an extensive surface stripping, mapping and sampling program at Miller in 2021 where
  529 channel and 46 grab samples were collected from 8 stripped areas.  The best overall results were obtained in Areas C1 and C2 (14.79 g/t Au over 7.0 metres, 1.17 g/t Au over 14.0 metres) extending the Allied Gold Zone a further 130 metres to the east and southeast. 
• Previous Northstar drilling has also yielded long intercepts (50 metres to 150 metres) of near surface, lower grade (0.5 to 1.5 g/t) gold mineralization at two additional and nearby Syenite intrusions, with a 100-metre wide stockwork zone in the Meilleur Syenite yielding 2.13 g/t Au over 13.05 metres and a 147.2 metre intersection averaging 0.60 g/t Au at the Planet Syenite.

As a precursor to a Mineral Resource Estimate and for reporting purposes, on July 26, 2022, Northstar released results of an Exploration Target Study conducted by Ronacher McKenzie Geoscience Inc. and SRK Consulting (Canada) on the Allied Gold Zone and No. 1 Vein.  Results, reported below, provide the Company and investors a range of current conceptual tonnage and gold grades at the Miller Gold Property and basis for continued expansion drilling and mineral resource development.

Exploration Target Study Estimation results are illustrated below in Table 1.

Table 1. Exploration Target Estimates for the Allied and Vein 1 Gold Zones

“The SRK Miller Gold Property Exploration Target Model Study is a milestone achievement for Northstar Gold Corp.”, stated Brian P. Fowler, P.Geo., President, CEO and Northstar Director.  “The Company now has 3rd party validation that the Allied Gold Zone and Vein 1 Zone have the potential to host significant near-surface gold resources with expansion potential.  Northstar is one step closer to achieving our corporate strategy of defining a +1 million ounce gold resource at Miller.”

“Exploration Target Study results overlay less than 20% of the Miller Gold Property and do not include numerous additional gold exploration targets and recent discoveries. Northstar is positioning to conduct additional drilling on the Allied, Planet and Meilleur Syenite gold targets in a Phase III program, with a focus on Allied Gold Zone expansion drilling.”

Additional Offering Details

The Offering is scheduled to close on or about October 31, 2022 and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the Canadian Securities Exchange. The Offering is being made by way of private placement in Canada and such other jurisdictions as the Company may determine. The securities sold will not be offered or sold in the United States and will each be subject to a hold period expiring four months and one day from their issuance.

It is anticipated that certain directors, officers and other insiders of the Company will participate in the Offering. Such participation will be considered to be "related party transactions" as defined under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, is expected to exceed 25% of the Company's market capitalization (as determined under MI 61-101).

This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold within the United States unless an exemption from such registration is available.

Other Northstar Exploration Properties

Northstar 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 4,650 ha Bryce Gold Property (includes the recently optioned Britcanna Lease), an intrusive-gold / PME VMS project located along the projected east extension of the Ridout Break, and the recently expanded Temagami-Milestone Cu-Ni-Co Property located in Strathcona Township.  Northstar recently filed a NI43-101 Technical Report on the Bryce Gold Property and is advancing all 3 properties to enhance monetization opportunities.

Northstar Announces Grant of Stock Options

The Company also announces it has granted an aggregate of 856,000 stock options to certain directors, officers, employees and consultants of the Corporation, at an exercise price of $0.10 and expiring five years from the date of grant.  The stock options are subject to the Company’s stock option plan and 1/4 of the stock options shall vest immediately, subject to a statutory four month hold period, and the remainder in three additional and equal allotments on each anniversary of the date of grant.

All scientific and technical information contained in this News Release has been prepared under the supervision of
Brian P. Fowler, P.Geo. President, CEO and Director of Northstar Gold Corp, a Qualified Person within the meaning of National Instrument 43-101.

On behalf of the Board of Directors,
Mr. Brian P. Fowler, P.Geo.
President, CEO and Director
(604) 617-8191
bfowler@northstargoldcorp.com

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Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

All statements, other than statements of historical fact, contained in this news release constitute “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (referred to herein as “forward-looking statements”). Forward-looking statements include, but are not limited to, disclosure regarding the completion of the Offering and potential gross proceeds to be raised pursuant thereto, the receipt of all applicable regulatory approvals, the prospective nature of the Company’s property interests, exploration plans and expected results, conditions or financial performance that is based on assumptions about future economic conditions and courses of action; planned use of proceeds, expenditures and budgets and the execution thereof. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes”, or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results, “may”, “could”, “would”, “will”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof.

All forward-looking statements are based on various assumptions, including, without limitation, the expectations and beliefs of management, the receipt of applicable regulatory approvals. availability of financing, the assumed long-term price of gold, that the current exploration and other objectives concerning its mineral projects can be achieved and that its other corporate activities will proceed as expected; that the current price and demand for gold will be sustained or will improve; the continuity of the price of gold and other metals, economic and political conditions and operations; the prospective nature of the Company’s properties, availability of financing, and that general business and economic conditions will not change in a materially adverse manner.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of NSG to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks and uncertainties related to the completion of the Offering as presently proposed or at all, the failure to obtain all applicable regulatory approvals; actual results of current exploration activities; environmental risks; future prices of gold; operating risks; accidents, labour issues and other risks of the mining industry; delays in obtaining government approvals or financing; and other risks and uncertainties. These risks and uncertainties are not, and should not be construed as being, exhaustive.

Although NSG has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. In addition, forward-looking statements are provided solely for the purpose of providing information about management’s current expectations and plans and allowing investors and others to get a better understanding of our operating environment. Accordingly, readers should not place undue reliance on forward-looking statements.

Forward-looking statements in this news release are made as of the date hereof and NSG assume no obligation to update any forward-looking statements, except as required by applicable laws.