NEMI Announces Commencement of Substantial Issuer Bid

VANCOUVER, Nov. 18, 2011 /CNW/ - NEMI Northern Energy and Mining Inc. (TSX: NNE.A) ("NEMI" or the "Company") announced today that it has formally commenced its previously announced substantial issuer bid (the "Offer") pursuant to which the Company has offered to repurchase for cancellation: (i) up to 38,000,000 of its outstanding Class A Common Shares (the "Shares") at a purchase price of $1.06 per share (the "Share Purchase Price"); and (ii) up to $10,449,000 in principal amount of outstanding 8% convertible debentures (the "Debentures") at a purchase price of $117.78 per $100 in principal amount of Debenture (the "Debenture Purchase Price"), plus accrued and unpaid interest.

The Share Purchase Price represents a 10% premium over the closing price of the Shares on the Toronto Stock Exchange on October 21, 2011, the last full trading day immediately prior to the announcement of NEMI's intention to make the Offer.  The Debenture Purchase Price represents an effective purchase price of $1.06 per Share, equal to the Share Purchase Price, assuming that the Debenture holder had converted the Debenture and tendered the Shares issuable on conversion under the Offer.

The formal offer to purchase and issuer bid circular, which includes a copy of the formal valuation of the Shares prepared by Salman Partners Inc. ("Salman"), together with the related letter of transmittal and notice of guaranteed delivery (the "Offer Documents") containing the terms and conditions of the Offer and instructions for tendering Shares and Debentures are in the process of being mailed today to shareholders and Debenture holders and will be filed today with applicable regulators and available on SEDAR at www.sedar.com in the coming weeks.  The Offer will remain open for acceptance until 5:00 p.m. (Toronto time) on December 28, 2011, unless withdrawn or extended by the Company.

The Offer is not conditional on any minimum number of Shares or principal amount of Debentures being tendered to the Offer, but is subject to other conditions customary for transactions of this nature as disclosed in the Offer Documents.

After considering the valuation opinion provided by Salman, the Board of Directors of the Company authorized the making of the Offer.  The Board of Directors' decision to authorize making the Offer was based on a number of factors, including that the Offer is an equitable and efficient means to distribute a majority of NEMI's current cash on-hand to its securityholders, the deposit of Shares and Debentures is optional and shareholders and Debenture holders are free to accept or reject the Offer, and that, after giving effect to the Offer, the Company is expected to have sufficient financial resources and working capital to fund operations.

Michael Cooney, Chief Executive Officer and Chairman of the Company beneficially owns or exercises control or direction over 6,597,000 Shares representing approximately 12.09% of the issued and outstanding Shares as at November 15, 2011.  Mr. Cooney intends to deposit 172,000 of the Shares owned or controlled by him under the Offer.

Andrew Williams, Chief Financial Officer of the Company beneficially owns or exercises control or direction over 10,000 Shares representing approximately 0.02% of the issued and outstanding Shares as at November 25, 2011.  Mr. Williams intends to deposit 10,000 of the Shares owned or controlled by him under the Offer.

Lyle Stein, a Director of the Company beneficially owns or exercises control or direction over 176,500 Shares representing approximately 0.32% of the issued and outstanding Shares as at November 15, 2011. Mr. Stein intends to deposit 67,000 Shares owned by him under the Offer and Mr. Stein anticipates that up to 109,500 Shares over which Mr. Stein exercises control may be tendered under the Offer.

Barry Shaw Jr., a Director of the Company beneficially owns or exercises control or direction over 509,500 Shares representing approximately 0.93% of the issued and outstanding Shares as at November 15, 2011.  Mr. Shaw intends to deposit 251,000 of the Shares owned or controlled by him under the Offer.

Todd Hooper, a Director of the Company, beneficially owns or exercises control or direction over 1,000,000 Shares representing approximately 1.83% of the issued and outstanding Shares as at November 15, 2011.  Mr. Hooper does not currently intend to deposit any of the Shares owned or controlled by him under the Offer.

In the event that any of Mr. Cooney, Mr. Williams, Mr. Stein, Mr. Shaw or Mr. Hooper decide to deposit more Shares, less Shares or no Shares at all under the Offer and if the Offer is successful, their respective direct or indirect voting interest in the Company will increase or decrease to a greater or lesser extent, depending on whether more or fewer Shares are purchased by the Company pursuant to the Offer.

Neither the Company nor its Board of Directors makes any recommendation to shareholders or Debenture holders as to whether to tender or refrain from tendering their securities to the Offer.

Shareholders and Debenture holders are strongly urged to consult their own financial, tax and legal advisors and to make their own decisions as to whether to tender or refrain from tendering their securities to the Offer and, if so, how many Shares, or what principal amount of Debenture to tender.

This press release is for information purposes only and is not an offer to buy or the solicitation of an offer to sell Shares or Debentures.

This news release includes forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements.


SOURCE NEMI Northern Energy

For further information:

Michael Cooney
Chairman
NEMI Northern Energy & Mining Inc.
(T) (415) 339-8825

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NEMI Northern Energy & Mining Inc.

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