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Vancouver, BC: April 11, 2013. Northern Freegold Resources Ltd. (NFR: TSX-V) (the "Company") has increased its previously announced non-brokered private placement (see news releases dated April 3, 2013 and April 5, 2013) due to investor demand. The Company will now offer up to 25,000,000 units (the "Units") at $0.06 for total gross proceeds of up to $1,500,000.
Each Unit consists of one common share and one-half of one non-transferable common share purchase warrant (the "Warrants"). Each whole Warrant is exercisable to acquire an additional common share at $0.10 for 36 months. In the event that the Company's common shares trade at a 20-day volume-weighted average trading price (VWAP) of $0.15 cents or greater on the TSX Venture Exchange (or such other exchange on which the shares may be listed) at any time after four months and one day after the closing date, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof, and in such case the Warrants will expire on the 30th day after the date on which such notice is given by the Company.
The Company has received a subscription agreement from Sino-Canada Natural Resources Fund I to make an equity investment of $500,000. Under the terms of the agreement Sino-Canada has subscribed for 8,333,333 Units of the Company at a price of $0.06. Mr. Thomas Lau, Managing Partner of Sino-Canada Natural Fund said, "We believe Northern Freegold's projects and management team are world class and this investment fits within our long term investment strategy in the Canadian Natural Resources sector to support companies with high potential resource assets to reach milestones. We look forward to working with the executive team led by Mr. John Burges on growing the value of Northern Freegold and we are excited about future project developments."
Northern Freegold intends to use the net proceeds from the private placement on the Company's mineral properties and for general working capital.
The Company may pay commissions and finders fees of 7% in connection with the financing. All securities issued in connection with the private placement will be subject to a four-month hold period from the date of closing. The private placement is subject to the approval of the TSX Venture Exchange.
About Northern Freegold
Northern Freegold Resources Ltd. (TSX.V: NFR; OTCQX: NFRGF) trades in Canada on the TSX Venture Exchange under the symbol "NFR" and in the United States on the OTCQX under the symbol "NFRGF". Northern Freegold is a growth oriented Canadian-based precious metals exploration and development company. Northern Freegold is focused on creating value through the advancement of the district scale Freegold Mountain project, which hosts one of the largest undeveloped gold and copper resources in the Yukon. For maps and more information, please visit our website www.northernfreegold.com
About Sino-Canada Natural Resources Fund I
Sino-Canada Natural Resources Fund I is a Cayman Islands registered private equity fund focused on investments in Canadian listed and private companies that develop and operate natural resource projects (mining, oil & gas, forestry) worldwide. Sino-Canada Fund is managed in Hong Kong on behalf of private investors from China.
On behalf of the Board of Directors
Signed "John Burges"
John Burges, President and CEO
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Information:
Statements in this press release include certain "forward-looking information". All statements, other than statements of historical fact, included herein, including, without limitation, the intended use of the proceeds of the private placement and exploration plans, contain forward-looking information. Readers are cautioned that actual events may vary from the forward-looking information contained in this news release. Material risk factors that could cause actual results to differ materially from the forward-looking information in this news release include, but are not limited to, inability of the Company to obtain final acceptance of the private placement, that the Company's planned exploration of its Freegold Mountain property will not proceed as anticipated, uncertainties involved in the interpretation of drilling results and geological tests, the results of exploration being different than those anticipated by management and the need for cooperation of government agencies and First Nation groups in the exploration and development of the Company's Freegold Mountain property. The forward-looking information in this news release is based on the assumptions that market conditions and regulatory requirements will not change in any material respect, that the Company will be able to commence its planned work and drilling in the anticipated timeframes, that the Company's planned exploration of its Freegold Mountain property will proceed as anticipated and that the Company will be able to obtain final approval of the private placement. The company does not assume any responsibility for updating forward-looking information, except as required by law.
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