/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
VANCOUVER, May 28 /CNW/ - Northern Freegold Resources Ltd. (TSXV:NFR)
(the "Company") today announced that it has entered into an agreement with a
syndicate of underwriters led by Canaccord Capital Corporation and including
Dundee Securities Corp. and Haywood Securities Inc. (collectively, the
"Underwriters") to purchase an aggregate of 8,000,000 units of the Company
(the "Units") at a price of $0.50 per Unit for gross proceeds of $4,000,000 on
a bought deal basis (the "Offering"). Each Unit consists of one common share
(the "Common Shares") of the Company and one-half warrant with each whole
warrant exercisable at a price of $0.75 for a period of 24 months from closing
of the Offering.
In addition, the Company also announces that it will complete a
non-brokered private placement of up to C$3,000,000 comprising of up to
6,000,000 Units under the same terms as above. The Company anticipates paying
a finders' fee in cash or issuance of Units as per terms of the Unit defined
above in conjunction with the non-brokered portion.
The Company has granted the Underwriters an option (the "Over-Allotment
Option") to purchase up to an additional $1,000,000 of Units to cover
over-allotments. The Over-Allotment Option shall be exercisable, in whole or
in part, by the Underwriters 48 hours prior to closing.
The net proceeds of the Offering will be used for general working capital
as well as ongoing exploration on the Freegold Mountain Project.
The Offering is scheduled to close on or about June 17, 2009 and is
subject to certain conditions including, but not limited to, the receipt of
all necessary approvals including the approval of the TSX and the securities
The Common Shares to be issued under this Offering will be offered on a
private placement basis in applicable provinces in Canada and in the United
States pursuant to an exemption from the registration requirements of the
United States Securities Act of 1933, as amended (the "1933 Act"), and such
other jurisdictions as may be agreed upon by the Company and the Underwriters.
The Common Shares will not be and have not been registered under the 1933
Act and may not be offered or sold in the United States absent registration or
applicable exemption from the registration requirements. This press release
does not constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the Common Shares in any jurisdiction in which
such offer, solicitation or sale would be unlawful.
About Northern Freegold Resources Ltd.
Northern Freegold is a rapidly advancing Canadian-based precious metals
exploration and development company, which brings local expertise and strong
management to focus on the development of economic mineral resources on the
district-scale Freegold Mountain gold and copper project in the Yukon and the
Burro Creek gold and silver property in Arizona.
Northern Freegold Resources Ltd.
On behalf of the Board of Directors
Susan P. Craig, President
This news release may contain forward-looking statements including but
not limited to comments regarding the timing and content of upcoming work
programs, geological interpretations, receipt of property titles, potential
mineral recovery processes, etc. Forward-looking statements address future
events and conditions and therefore, involve inherent risks and uncertainties.
Actual results may differ materially from those currently anticipated in such
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
For further information:
For further information: Northern Freegold Resources Ltd., Debbie James,
Investor Relations Manager, (877) 893-8757 or (604) 893-8757, (604) 893-8758