North Country Gold Corp. Announces C$10,008,000 Bought Deal Flow-Through Common Share and Common Share Private Placement
November 28 2011 - 7:40AM
PR Newswire (Canada)
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES NCG: TSX-V 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 "Underwritten Offering"). 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 purposes. 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. (signed)"John Williamson" 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 North
Country Gold Corp. CONTACT: For more information on North Country
Gold Corp., please visittheCompany's website:
www.northcountrygold.com or contact:Brian BuddCorporate Secretary
and Vice President of Corporate DevelopmentEmail:
brianb@northcountrygold.comTel: 604-697-2861
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