NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
EDMONTON, AB, Nov. 28, 2011 /CNW/ - North Country Gold Corp. (the "Company") is pleased to announce that it has entered into an
agreement with Canaccord Genuity Corp. as lead underwriter on behalf of
a syndicate of underwriters (collectively, the "Underwriters"), to
purchase a maximum of 6,670,800 common shares (the "Shares") at a price
of C$0.75 per Share to raise up to C$5,003,100 and a minimum of
5,561,000 and a maximum of 11,120,000 common shares of the Company
issuable on a "flow-through" basis pursuant to the Income Tax Act (Canada) (the "Flow-Through Shares") at a price of C$0.90 per
Flow-Through Share to raise a minimum of C$5,004,900 and a maximum of
C$10,008,000, for total aggregate gross proceeds of C$10,008,000 (the
In addition, the Company has also granted the Underwriters an option,
exercisable at any time up to 48 hours prior to the closing of the
Underwritten Offering, to purchase from the Company securities, in any
combination of Shares and Flow-Through Shares, to raise additional
proceeds of up to 20% of the Underwritten Offering (the "Underwriters'
Option", and together with the Underwritten Offering, the "Offering").
The Underwriters will receive a cash fee on the sale of the securities
equal to 6% of the aggregate gross proceeds raised in the Offering, and
broker warrants ("Broker Warrants") equal to 6% of the Offering. Each
Broker Warrant shall be exercisable for one common share of the Company
at a price of C$1.00 at any time up to 24 months after closing.
The Company intends to use the gross proceeds of the Flow-Through Share
issue to incur eligible Canadian Exploration Expense on the Company's
properties. These qualifying expenditures will be renounced in favour
of subscribers for the 2011 tax year. The net proceeds from the sale of
Shares will be used for other capital expenditures on the Company's
Committee Bay Project located in Nunavut and for general corporate
Closing of the Offering is anticipated to occur on or before December
20, 2011 and is subject to receipt of applicable regulatory approvals,
including approval of the TSX Venture Exchange. The Common Shares and
the Flow-Through Common Shares will be subject to a statutory hold or
restricted period of four months following the closing date.
This news release does not constitute an offer to sell or a solicitation
to buy such securities in the United States. The securities have not
been and will not be registered under the U.S. Securities Act of 1933,
as amended (the "1933 Act"), or under any state securities laws, and
may not be offered or sold, directly or indirectly, or delivered within
the United States or to, or for the account or benefit of, U.S. persons
(as defined in Regulation S under the 1933 Act) absent registration or
an applicable exemption from the registration requirements.
About North Country Gold Corp.
North Country Gold Corp. controls one of the largest under-explored
greenstone belts in Canada with numerous drill-ready high-grade gold
targets. The gold-rich Committee Bay Greenstone Belt is located 180km
northeast of the of Agnico Eagle's Meadowbank gold mine. The Three
Bluffs deposit is geologically comparable, with similar grades, type of
mineralization and age as Meadowbank and Meliadine Gold Deposits. The
Company holds 100% interest in 530,630 acres along the 300km long belt
and has identified 5 distinct mineral development centers, focusing in
on the Three Bluffs deposit. The Company plans to release an updated
gold resource in 2012.
North Country Gold Corp. maintains an extensive quality control program
in the preparation, shipping and checking of all samples from the
property. The program is supervised by Peter Kleespies, M.Sc., P.Geol.
who is the Qualified Person as defined by NI 43-101 - Standards of Disclosure for Mineral Projects. A detailed description of North Country Gold Corp.'s QA/QC program is
provided on the Company's website at www.northcountrygold.com.
On behalf of the Board of Directors
North Country Gold Corp.
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
This release includes certain statements that may be deemed
"forward-looking statements". All statements in this release, other
than statements of historical facts, that address exploration drilling,
exploitation activities and events or developments that the company
expects are forward-looking statements. 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 the forward-looking statements. Factors that could cause
actual results to differ materially from those in forward-looking
statements include market prices, exploitation and exploration
successes, continuity of mineralization, uncertainties related to the
ability to obtain necessary permits, licenses and title and delays due
to third party opposition, changes in government policies regarding
mining and natural resource exploration and exploitation, and continued
availability of capital and financing, and general economic, market or
business conditions. Investors are cautioned that any such statements
are not guarantees of future performance and actual results or
developments may differ materially from those projected in the
forward-looking statements. For more information on the Company,
investors should review the Company's continuous disclosure filings
that are available at www.sedar.com
SOURCE North Country Gold Corp.
For further information:
For more information on North Country Gold Corp., please visit the Company's website: www.northcountrygold.com or contact:
Corporate Secretary and Vice President of Corporate Development