Press release from Marketwire
Northern Freegold Announces Private Placement
Wednesday, April 03, 2013
Northern Freegold Announces Private Placement16:15 EDT Wednesday, April 03, 2013
VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 3, 2013) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Northern Freegold Resources Ltd. (TSX VENTURE:NFR)(OTCQX:NFRGF)(FRANKFURT:8N6) (the "Company") is arranging a non-brokered private placement of up to 16.67 million units (the "Units") at $0.06 for total gross proceeds of up to $1,000,000.
Each Unit consists of one common share and one-half of one non-transferable common share purchase warrant (the "Warrants"). Each whole Warrant is exercisable to acquire an additional common share at $0.10 for 36 months. In the event that the Company's common shares trade at a 20-day volume-weighted average trading price (VWAP) of $0.15 cents or greater on the TSX Venture Exchange (or such other exchange on which the shares may be listed) at any time after four months and one day after the closing date, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof, and in such case the Warrants will expire on the 30th day after the date on which such notice is given by the Company.
Eagle Plains Resources Ltd. ("Eagle Plains") through its wholly owned subsidiary TerraLogic Exploration Inc. ("TerraLogic") has committed to subscribe for $500,000 or 8,333,333 Units. Northern Freegold and Eagle Plains have certain directors and/or executive officers in common. These individuals abstained from voting on the transaction. Certain other investors and insiders of the Company have committed to purchase over $400,000 in subscriptions.
No finders' fees are payable in connection with the portion of the private placement purchased by TerraLogic or other insiders.
The Company may pay commissions and finders' fees of 7% cash in connection with the balance of the financing.
Northern Freegold intends to use the net proceeds from the private placement on the Company's mineral properties and for general working capital.
All securities issued in connection with the private placement will be subject to a four-month hold period from the date of closing. The private placement is subject to the approval of the TSX Venture Exchange.
About Northern Freegold
Northern Freegold Resources Ltd. (TSX VENTURE:NFR)(OTCQX:NFRGF) trades in Canada on the TSX Venture Exchange under the symbol "NFR" and in the United States on the OTCQX under the symbol "NFRGF". Northern Freegold is a growth oriented Canadian-based precious metals exploration and development company. Northern Freegold is focused on creating value through the advancement of the district scale Freegold Mountain project, which hosts one of the largest undeveloped gold and copper resources in the Yukon. For maps and more information, please visit our website www.northernfreegold.com.
On behalf of the Board of Directors
John Burges, President and CEO
Cautionary Note Regarding Forward-Looking Information: Statements in this press release include certain "forward-looking information". All statements, other than statements of historical fact, included herein, including, without limitation, the intended use of the proceeds of the private placement and exploration plans, contain forward-looking information. Readers are cautioned that actual events may vary from the forward-looking information contained in this news release. Material risk factors that could cause actual results to differ materially from the forward-looking information in this news release include, but are not limited to, inability of the Company to obtain final acceptance of the private placement, that the Company's planned exploration of its Freegold Mountain property will not proceed as anticipated, uncertainties involved in the interpretation of drilling results and geological tests, the results of exploration being different than those anticipated by management and the need for cooperation of government agencies and First Nation groups in the exploration and development of the Company's Freegold Mountain property. The forward-looking information in this news release is based on the assumptions that market conditions and regulatory requirements will not change in any material respect, that the Company will be able to commence its planned work and drilling in the anticipated timeframes, that the Company's planned exploration of its Freegold Mountain property will proceed as anticipated and that the Company will be able to obtain final approval of the private placement. The company does not assume any responsibility for updating forward-looking information, except as required by law.
FOR FURTHER INFORMATION PLEASE CONTACT:
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.Contact Information:
Northern Freegold Resources Ltd.
604-893-8757 or Toll Free: 1-877-893-8757