Northern Empire Announces $10 Million Bought Deal Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 6, 2017) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Northern Empire Resources Corp. (TSX VENTURE:NM) (the "Company" or "Northern Empire") has today entered into an agreement with a syndicate of underwriters led by Cormark Securities Inc. (the "Underwriters") pursuant to which the Underwriters have agreed to purchase on a bought deal basis 11,200,000 common shares of the Company (the "Shares") at a price of $0.90 per Share (the "Offering Price"), representing total gross proceeds of $10,080,000 (the "Offering"). Closing is expected on or about November 28, 2017 and is subject to regulatory approval including that of the TSX Venture Exchange and the securities regulatory authorities. 

In addition, the Company has granted the Underwriters an option (the "Over-Allotment Option"), to purchase up to 1,680,000 additional Shares at the Offering Price for market stabilization purposes and to cover over-allotments, exercisable within 30 days of the date of closing. In the event that the Over-Allotment Option is exercised in its entirety, the aggregate gross proceeds of the Offering will be $11,592,000.

The net proceeds of the Offering will be used by the Company to advance its Sterling Gold Property in Nevada and for general corporate purposes.

The Shares will be offered by way of a short form prospectus to purchasers in all provinces of Canada other than Quebec, in the United States on a private placement basis pursuant to applicable exemptions under the United States Securities Act of 1933, as amended (the "1933 Act"), and in jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction The Shares have not been and will not be registered under the 1933 Act and they may not be offered or sold in the United States or to a US person unless an exemption from registration is available.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

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. The portfolio is anchored by the Sterling Gold Property. The Sterling Property land package totals 116km² and hosts existing infrastructure and an inferred 709,000 oz Au resource with a 1.0 g/t cut off. Located near numerous past producers, most notably the Bullfrog Mine (2.3Moz Au produced). Northern Empire's Sterling land package has significant exploration upside with little to no modern exploration having been completed.

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 transaction with SGMC 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 TSXV 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.