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Northern Freegold Resources Ltd. Announces C$4,000,000 Bought Deal Equity Financing

Thu May 28, 7:43 AM


    

VANCOUVER, May 28 /CNW/ - Northern Freegold Resources Ltd. (TSXV: NFR.V) (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 regulatory authorities.

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 statements.



    
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.



Contacts

Northern Freegold Resources Ltd.
Debbie James
Investor Relations Manager
(877) 893-8757 or (604) 893-8757
(604) 893-8758 (FAX)
www.northernfreegold.com

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May 30, 2009 05:35PM
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