Northstar Gold Corp. announced a non-brokered private placement financing to issue 12,000,000 flow-through units at an issue price of CAD 0.05 per unit for the gross proceeds of CAD 600,000 9,000,000 non flow-through units at an issue price of CAD 0.045 per unit for the gross proceeds of CAD 405,000; aggregate gross proceeds of CAD 1,005,000 on June 17, 2024, Each Flow Through Unit is comprised of one flow-through common share and one-half non-flow through share purchase warrant. Each full warrant is exercisable for one non-flow through common share at an exercise price of CAD 0.10 for a term of 24 months after the closing.

Each Non-Flow Through Unit is comprised one Share and one non-flow through warrant, with each warrant exercisable for one common share at an exercise price of CAD 0.08 for a term of 24 months after the closing. The Offering is scheduled to close in tranches, with the first tranche expected to close by early July. and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the Canadian Securities Exchange.

The Offering is being made by way of private placement in Canada and such other jurisdictions as the Company may determine. The Company intends to renounce the Qualifying Expenditures to subscribers of FT Units for the fiscal year ended December 31, 2024. and to incur the necessary Qualifying Expenditures on or before December 31, 2025, in accordance with regulatory requirements.

The Company may pay finder's fees on a portion of the Offering of up to 7% of the aggregate gross proceeds raised. The finder's fees shall be paid in accordance with applicable securities laws and the policies of the Canadian Securities Exchange. All securities issued in connection with the Offering will be subject to a four-month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.