NEMI Northern Energy & Mining Inc. - $10,000,000 convertible debenture financing


    VANCOUVER, Feb. 21 /CNW/ - NEMI Northern Energy & Mining Inc.
(TSX: NNE.A) (the "Company") is pleased to announce that it has engaged
Canaccord Capital Corporation ("Canaccord") to lead a private placement
offering (the "Offering") of up to $10,000,000 principal amount of unsecured
subordinated convertible debenture (the "Debentures"). The Offering will be
made on a commercially reasonable efforts basis, and the Company has also
granted Canaccord an over-allotment option to increase the Offering by an
additional $3,000,000.
    The Debentures will bear an interest rate of 8.0% per annum, payable
semi-annually in arrears on June 30th and December 31st each year commencing
June 30th, 2008. The Debentures have a 5 year term from the closing date and
are convertible into common shares of the Company at any time up until
maturity at a conversion price of $0.90 per share. After two years from the
closing date of the Offering, the Company has the right, under certain
circumstances, to redeem the debentures in whole or in part. In addition, the
Company has the right to repay the principal amount of the Debentures in
common shares at a price equal to 95% of the weighted average trading price of
the Company's shares on the Toronto Stock Exchange for the 20 trading day
period ending 5 trading days prior to the date fixed for redemption or at
maturity. Net proceeds from the financing will be used to fund the Company's
obligations in respect of the Peace River Coal Limited Partnership.
    Closing of the Offering is subject to a number of conditions, including
the approval of the Toronto Stock Exchange.
    These securities have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "U.S. Securities Act")
and may not be offered or sold in the United States or to U.S. persons (as
defined in Regulation S under the U.S. Securities Act) absent registration or
an applicable exemption from registration requirements.

    NEMI Northern Energy & Mining Inc.

    P. C. DEVLIN, President

    Cautionary Statement Regarding Forward-Looking Information

    All statements, trend analysis and other information contained in this
press release relative to markets about anticipated future events or results
constitute forward-looking statements. Forward-looking statements are often,
but not always, identified by the use of words such as "seek", "anticipate",
"believe", "plan", "estimate", "expect" and "intend" and statements that an
event or result "may", "will", "should", "could" or "might" occur or be
achieved and other similar expressions. Forward-looking statements are subject
to business and economic risks and uncertainties and other factors that could
cause actual results of operations to differ materially from those contained
in the forward-looking statements. Forward-looking statements are based on
estimates and opinions of management at the date the statements are made. The
Company does not undertake any obligation to update forward-looking statements
even if circumstances or management's estimates or opinions should change.
Investors should not place undue reliance on forward-looking statements.

For further information:

For further information: NEMI Northern Energy & Mining Inc., Suite 2500
- 555 West Hastings Street, Vancouver, BC, V6B 4N5, Tel: (604) 684-1554, Fax:
(604) 684-1556, Web:, Email:

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