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TSX:NM
$0.9 -0.03

 

Gold exploration and development in Nevada

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Highest-grade oxide gold deposit in the western U.S.

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Permitted, open-pit, recent-producing mine

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Additional Carlin-style deposits targeted for resource expansion

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Management team with strong success

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Significant Drill Program in 2018

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About Us

Northern Empire Resources (TSXV: NM; USOTC: PSPGF) is a well-financed gold exploration and development company focused on an emerging gold district in southern Nevada. The Sterling Gold Project hosts four distinct deposits, including a fully permitted, open-pit mine, the Sterling Mine. The Sterling Mine is one of the highest-grade heap leach mines in the western United States. Northern Empire is led by an experienced team of professionals with an exceptional record of creating value for shareholders (Newmarket Gold, Kaminak Gold, Underworld Resources, International Royalty Corp). The Company completed a successful drill campaign in 2017 and will aggressively drill known mineralized zones in 2018 to expand resources and explore for new deposits on its 116 km2 land package.

Walker Lane Trend, Nevada

Sterling Mine

Investor Highlights

  • Fully permitted, open-pit heap leach project in Nevada
  • High-grade oxide gold deposits
  • Existing infrastructure
  • Total inferred resource of 709,000oz at 2.2 g/t Au with 1.0g/t cut-off
  • Exploration upside with district-scale potential
  • Working capital +C$15 million

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Northern Empire to Acquire Sterling Gold Mine from Imperial Metals

Vancouver, B.C. – February 15, 2017 – Northern Empire Resources Corp. (TSXV: NM) (the “Company” or “Northern Empire”) today announced that the Company has entered into a Letter of Intent (“LOI”) with Sterling Gold Mining Corporation (“SGMC”), a wholly owned subsidiary of Imperial Metals Corporation (“Imperial Metals”)(TSX:III) to acquire a 100% interest in the Sterling property, located in Nye County, Nevada, and certain royalty rights for claims located in Nevada and California (the “Proposed Transaction”). 

Michael G. Allen, President, CEO and Director of Northern Empire commented, “Acquiring the Sterling property represents a company changing opportunity for the shareholders of Northern Empire.  The next phase of open pit mining has been permitted at Sterling, and the properties have not seen significant exploration in 20 years.  The Sterling land package consists of two claim blocks, Sterling and Daisy.  Combined, the land package represents the acquisition of a gold district within Nevada, hosting 3 past producing open pit mines.  The Sterling mine has previously operated as a high grade open pit and underground operation as recently as 2015, and is known for it’s excellent run of mine heap leach recoveries.  The site is staffed, with leach rinsing operations continuing.  The Daisy claim block has indications of a large Carlin system, which has seen very little exploration since the late 1990s.”

Acquisition Highlights

STERLING MINE SELECT IN GROUND DRILLHOLES
HOLE# METERS Au g/t
From To Length
ST-23 48.77 59.44 10.67 5.49
ST-38 48.77 62.48 13.72 6.80
SV8139 7.62 16.76 9.14 5.01
SV88053 41.15 50.29 9.14 2.05
SV89146 88.39 121.92 33.53 1.80
SV89148 126.49 149.35 22.86 2.14
 

 

SECRET PASS SELECT IN THE GROUND DRILLHOLES
HOLE# METERS Au g/t
FROM -TO- LENGTH
D-204 85.34 150.88 65.53 0.79
D-206 85.34 178.31 92.96 1.36
D-313 80.77 163.07 82.30 0.90
D-314 91.44 158.50 67.06 0.90
D-320 96.01 173.74 77.72 1.02
D-164 44.20 100.58 56.39 3.13
 
DAISY SOUTH SELECT IN THE GROUND DRILLHOLES
HOLE# METERS Au g/t
FROM -TO- LENGTH
D-81 121.92 156.97 35.05 4.63
including 126.49 146.30 19.81 7.37
D-97 126.49 196.60 70.10 2.16
including 179.83 190.50 10.67 4.97
D-135 111.25 192.02 80.77 2.10
including 152.40 167.64 15.24 5.87
D-145 129.54 198.12 68.58 2.02
including 161.54 169.16 7.62 8.35
 
SNA SELECT IN THE GROUND DRILLHOLES
HOLE# METERS Au g/t
FROM -TO- LENGTH
ML165 70.10 85.34 15.24 1.60
ML261 22.86 38.10 15.24 0.71
MR008 25.91 32.00 6.10 1.39
and 41.15 65.53 24.38 1.12
SN09-087 46.82 74.68 27.86 0.87
 
SHEAR ZONE SELECT IN THE GROUND DRILLHOLES
HOLE# METERS Au g/t
FROM -TO- LENGTH
ML007 44.21 54.88 10.67 1.98
ML010 42.68 50.30 7.62 2.24
ML016 33.54 48.78 15.24 0.27
ML020 53.35 56.40 3.05 0.36
ML026 77.74 97.56 19.82 1.06
INCL 77.74 88.41 10.67 1.73
ML027A 85.37 99.09 13.72 0.48
ML031 83.84 92.99 9.15 1.66
and 97.56 100.61 3.05 0.48
ML049 39.63 44.21 4.57 1.58
 

Summary of Proposed Transaction

Under the terms of the Proposed Transaction with SGMC, the Company will acquire:

The purchase price for the assets will consist of:

Conditions of Closing

The completion of the transaction is subject to a number of conditions to closing including, but not limited to Northern Empire’s satisfactory completion of legal, title and environmental due diligence with respect to the Sterling Property, completion of various financings to raise adequate funds to make the purchase, board and regulatory approvals, and other customary conditions in the mining industry for similar asset purchase and sales.

Related Financings

In relation to the Proposed Transaction, the Company will be arranging a bridge financing of convertible debentures.  The proceeds of the bridge financing will be used to pay the US$250,000 deposit due to SGMC, complete an updated NI 43-101 technical report on the Sterling property and for due diligence and working capital purposes.  The interest free convertible debenture will convert into a unit of the Company consisting of a share and a half warrant (each full warrant, a “Warrant”) upon the closing of the Proposed Transaction, or, if the Proposed Transaction doesn’t complete, upon resumption of trading of the Company’s shares.  The conversion price shall be equal to (a) the price for which the Company completes the Subsequent Financing, as set out below, or (b) if the Proposed Transaction doesn’t complete, $0.175.  Each Warrant shall be exercisable into a common share of Northern Empire at a price of 33 1/3% premium to the conversion price for a period of 2 years following the closing of the convertible debenture financing. 

In the event that the Company files a prospectus in connection with the Acquisition Financing, it will use reasonable commercial efforts to qualify the issuance of the Units under the prospectus.

In addition, the Company intends to complete a subsequent financing (the “Acquisition Financing”) to complete the Proposed Transaction, the proceeds of which will be used to fund the purchase price for the proposed Acquisition, for ongoing exploration work on the Sterling Property and for general working capital.  Further details regarding the Acquisition Financing will be released in due course. 

Advisors

The Company has engaged Cormark Securities Inc. as its financial advisor in connection with the proposed transaction and Acquisition Financing.

McCullough O’Connor Irwin LLP and Parsons Behle and Latimer are acting as legal advisors on the transaction. 

The Company has engaged JDS Energy and Mining and Norwest Corporation as technical advisors. 

About Northern Empire

Northern Empire is an aggressive, Vancouver based, gold explorer working to take advantage of the current improving market conditions by assembling a value driven portfolio of properties.

Qualified Persons

Michael G. Allen, President of Northern Empire, and a Qualified Person as defined by NI 43-101, has reviewed the information contained in this news release. He is the non-independent qualified person for this new release and has verified the data. 

ON BEHALF OF THE BOARD OF NORTHERN EMPIRE RESOURCES CORP.

“Michael G. Allen”

President, CEO and Director

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 NEWS RELEASE.

Certain information set forth in this news release contains “forward-looking statement”, and “forward-looking information” under applicable securities laws. Except for statements of historical fact, certain information contained herein constitutes forward-looking statements, which include the Company’s expectations about the completion of the Proposed Transaction and the related financings, future performance based on current results and expected cash costs and are based on the Company’s current internal expectations, estimates, projections, assumptions and beliefs, which may prove to be incorrect. Some of the forward-looking statements may be identified by words such as “will”, “expects”, “anticipates”, “believes”, “projects”, “plans”, and similar expressions. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which, may cause the Company’s actual performance and financial results in future periods to differ materially from any projects of future performance or results expressed or implied by such forward-looking statement. These risks and uncertainties include, but are not limited to: liabilities inherent in mine development and production; geological risks, the financial markets generally, the results of the due diligence investigations to be conducted by the Company, the ability of the Company to complete the related financings or obtain requisite Exchange acceptance. There can be no assurance that forward-looking statement will prove to be accurate, and actual results and future events could differ materially from those anticipate in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.

For further information contact:

Michael G. Allen, President, CEO and Director or Jeff Sundar, DirectorTel: 604 646 4524
Tel: 604 646 4524   Tel: 604 764 5944