Northern Empire Resources to Acquire Imperial Metals’ Sterling Property

Northern Empire Resources Corp. announces that the Company intends to complete a brokered private placement of subscription receipts at a price of C$0.25 per subscription receipt to raise gross proceeds of up to C$20,000,000.

The Private Placement is being conducted by a syndicate of agents led by Cormark Securities Inc. ("Cormark") and will include GMP Securities L.P., Haywood Securities Inc., and PI Financial Corp.

The proceeds of the Private Placement will be used in part by the Company to acquire the Sterling Property from Imperial Metals Corp. ("Imperial"). As previously announced in the Company's February 15 and April 3, 2017 news releases, total cash compensation payable to Imperial for the acquisition is US$10,100,000 of which US$1,500,000 has been paid.

Proceeds of the Private Placement will be placed in escrow pending completion of the Sterling Gold Project acquisition. Each subscription receipt will entitle the holder thereof to receive, without any further action and without payment of additional consideration, one common share of the Company upon the occurrence of certain conditions. As soon as practicable following the closing of the Private Placement, the Company will use its commercially reasonable best efforts to obtain a receipt for a (final) short-form prospectus qualifying the common shares underlying the subscription receipts from the applicable principal regulator. In the event the Company does not receive a receipt for the final prospectus within 60 days of the closing of the Private Placement, each subscription receipt will entitle the holder thereof to receive 1.1 common shares in lieu of one common share.

Prior to completing the acquisition of the Sterling Property, the Company anticipates completing a consolidation of its outstanding common shares on a 3(old) for 1(new) basis. The Private Placement is subject to TSXV approval and is expected to close on or before May 30, 2017.

Sterling Property Highlights

• High Grade Gold in Nevada. Northern Empire filed an NI 43-101 compliant resource estimate on the Sterling Property on May 2, 2017. Total inferred resources on the Sterling Property were estimated at 709,000 oz Au (In Place) with an average grade of 2.23 g/t Au. Included in this estimate is the Sterling Deposit where a pit constrained resource of 231,000 oz Au (In Place) in 1,958,000 tonnes with an average grade of 3.67 g/t Au was determined. Further information on the Sterling Project Resources, please refer to the Company's news releases dated April 3 and May 2, 2017, and the and the Technical Report titled "Sterling Property, Nye County, Nevada, USA: A Property Under Option to Purchase by Northern Empire" that was posted May 2 on SEDAR.
   
• Permitted to begin operations. The Bureau of Land Management has issued a Finding of No Significant Impact ("FONSI") and approved the next phase of mining at Sterling. This permit was issued on May 12, 2016 and has an indefinite term. Northern Empire will immediately undertake a resource estimate, on all deposits on the properties;
   
• Location. The Sterling Property is located approximately 100 miles NW of Las Vegas on the eastern flank of the Bare Mountains. The property is accessed via highway I-95 and gravel roads;
   
• Significant Engineering Completed by Imperial Metals. To achieve the FONSI, Imperial Metals created designs for the new pits and heap leach facilities that Northern Empire will be able to use as a basis for developement going forward;
   
• Significant infrastructure in place. Imperial Metals ceased underground mining in 2015. Processing facilities, mine offices and generators are on site and are currently being used to rinse heaps from prior operations.

Source: http://www.northernemp.com/