Northern Freegold Resources Ltd. V.NFR

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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.