Northstar Gold Corp. announced a non brokered private placement to issue 10,000,000 flow-through units at an issue price of CAD 0.06 per unit for the gross proceeds of CAD 600,000 and 9,090,909 non-flow-through units at a price of CAD 0.55 for the gross proceeds of CAD 499,999.995; aggregate gross proceeds of CAD 1,099,999.995 on December 6, 2023. Each flow-through unit comprises one flow-through common share and one non-flow-through share purchase warrant.

Each full warrant is exercisable for one non-flow-through common share at an exercise price of CAD 0.10 for a term of 24 months after the closing. Each non-flow-through unit comprises one share and one non-flow-through warrant, with each warrant exercisable for one common share at an exercise price of CAD 0.075 for a term of 24 months after the closing. Management of the company reserves the right to amend the final allocation of the flow-through component and the non-flow-through component under the offering.

The offering is scheduled to close in tranches, with the first tranche of approximately CAD 400,000 expected to close between December 6, 2023 and December 11, 2023, and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the Canadian Securities Exchange. The company may pay finder's fees on a portion of the offering of up to 7% of the aggregate gross proceeds raised. The finder's fees shall be paid in accordance with applicable securities laws and the policies of the Canadian Securities Exchange.

All securities issued in connection with the offering will be subject to a four-month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.