Northern Freegold Announces
Amended Terms for Brokered Private Placement
Northern
Freegold Resources Ltd. (NFR: TSX-V) ("Northern Freegold"
or the "Company")announces that the terms of
the private placement previously announced on March 27, 2012 have been
amended by the Company and the agent, Northern Securities Inc. (the
"Agent").
The offering
will now consist of a combination of flow-through units and non-flow-through
units as described below. All other terms of the offering remain the same as
described in the Company's press release of March 27, 2012.
The
flow-through units will now be offered at $0.21 per flow-through unit, with
each flow-through unit consisting of one flow-through eligible common share and
one-half of one non-transferable common share purchase warrant. Each whole
warrant will be exercisable to acquire an additional common share at $0.26 for
18 months from the date of closing.
The non-flow
through units will be offered at $0.16 per non-flow-through unit. Each
non-flow-through unit will consist of one non-flow-through common share and
one-half of one non-transferable common share purchase warrant, with each whole
warrant being exercisable to acquire an additional common share at $0.22 for 24
months from the date of closing.
The warrants
issued in the offering will not be subject to an acceleration clause.
The Company
will pay to the Agent a cash commission equal to 6% of the gross proceeds
raised from non-President's List subscribers and 2% of the gross proceeds
raised from any President's List subscribers. In addition, the Agent will
receive warrants (each, a "Compensation Warrant") equal in number to
6% of the units issued in the offering to non-President's List subscribers and
2% of the units issued to any President's List subscribers. Each Compensation
Warrant issued in respect of non-flow-through units (each, a "NFT
Compensation Warrant") will be exercisable to acquire one non-flow-through
unit for $0.22 for 24 months, and each Compensation Warrantissued
in respect of flow-through units (each, a "FT Compensation Warrant")
will be exercisable to acquire one flow-through unit for $0.26 for 18 months.In each case, the units acquired on exercise of the
Compensation Warrants will be comprised of one non-flow-through common share
and one-half of one non-transferable warrant (each, a "Broker's
Warrant"). Each whole Broker's Warrant issued on exercise of a FT Compensation
Warrant will be exercisable to acquire one additional non-flow-through common
share at $0.26 for a period ending18 months after the closing of the offering.
Each whole Broker's Warrant issued on exercise of a NFT Compensation Warrant
will be exercisable to acquire one additional non-flow-through common share at
$0.26 for a period ending 24 months after the closing of the offering.
Northern Freegold intends to use the net proceeds of the
flow-through offering for further exploration work on its Freegold
Mountain property. The net proceeds from the non-flow-through offering may be
used for working capital in addition to furthering work on the Company's Freegold Mountain property.
All
securities issued in connection with the private placement will be subject to a
four month hold period. The private placement is subject to all required
approvals, including the approval of the TSX Venture Exchange.
This press
release shall not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of the securities in any state in which such
offer, solicitation or sale would be unlawful. The securities have not been
registered under the United States Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
About Northern Freegold
Northern Freegold Resources Ltd. (OTCQX: NFRGF; TSX.V: NFR) trades
in the United States on OTCQX under the symbol "NFRGF", and in Canada
on the TSX Venture Exchange under the symbol "NFR". Northern Freegold is a rapidly advancing Canadian-based precious
metals exploration and development company. Northern Freegold
brings wide-ranging expertise and strong management to focus on the development
of its district-scale Freegold Mountain gold and
copper project in the Yukon and the Burro Creek gold and silver property in
Arizona.
PR Contact
for Northern Freegold Resources Ltd.:
Julie Hajduk, Manager of Investor Relations, +1 (604) 893-8757, julie@northernfreegold.com
On behalf of the Board of Directors