Mr. Brian Fowler reports

NORTHSTAR ANNOUNCES NON-BROKERED PRIVATE PLACEMENT

Northstar Gold Corp. has arranged a non-brokered private placement financing for aggregate proceeds of up to $1.1-million.

The offering includes a flow-through component, which comprises up to 10 million flow-through units at a price of six cents per flow-through unit for gross proceeds of up to $500,000. Each flow-through unit comprises one flow-through common share and one non-flow-through share purchase warrant. Each full warrant is exercisable for one non-flow-through common share at an exercise price of 10 cents for a term of 24 months after the closing. The non-flow-through component of the offering comprises up to 9,090,909 non-flow-through units at a price of 5.5 cents per non-flow-through unit for gross proceeds of up to $500,000. Each non-flow-through unit comprises one share and one non-flow-through warrant, with each warrant exercisable for one common share at an exercise price of 7.5 cents for a term of 24 months after the closing. Management of the company reserves the right to amend the final allocation of the flow-through component and the non-flow-through component under the offering.

The gross proceeds from the sale of the flow-through shares will be used to incur eligible Canadian exploration expenses (CEE) which will be used primarily to finance the critical minerals exploration at the historic high-grade Cam copper mine on the 100-per-cent-owned Miller gold property. Proceeds will also provide for follow-up of 2023 lidar and MMI (mobile metail ion) soil survey results on the company's 100-per-cent-owned Rosegrove property, targeting alkaline intrusion-hosted gold mineralization, and for general working capital purposes. The company will renounce CEE effective on or before Dec. 31, 2023. The proceeds raised from the non-flow-through component will also be used for non-critical minerals exploration work on the Miller gold property and for general working capital.

The offering is scheduled to close in tranches, with the first tranche of approximately $400,000 expected to close between Dec. 6 and 11, 2023, 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 may pay finder's fees on a portion of the offering of up to 7 per cent 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.

The existing shareholder exemption and investment dealer exemption

The offering will be made available to existing shareholders of the company who, as of the close of business on Nov. 30, 2023, held common shares of the company (and who continue to hold such common shares as of the closing date), pursuant to the prospectus exemption set out in B.C. Instrument 45-534 -- Exemption From Prospectus Requirement for Certain Trades to Existing Security Holders and in similar instruments in other jurisdictions in Canada. The existing shareholder exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. If the company receives subscriptions from investors relying on the existing shareholder exemption exceeding the maximum amount of the financing, the company intends to adjust the subscriptions received on a pro rata basis.

The company has also made the offering available to certain subscribers pursuant to B.C. Instrument 45-536 -- Exemption Form Prospectus Requirement for Certain Distributions Through an Investment Dealer. In accordance with the requirements of the investment dealer exemption, the company confirms that there is no material fact or material change about the company that has not been generally disclosed.

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.

Northstar's primary exploration focus is the advancement of the company's flagship, 100-per-cent-owned Miller gold property, situated 18 kilometres southeast of Kirkland Lake and Agnico Eagle Mine's Macassa SMC gold mine. The company's strategy is to develop a material (one-million-plus-ounce) mineral resource base to support a stand-alone mining operation at the Miller gold property.

The historic high-grade Cam copper mine critical minerals exploration opportunity

Cam is a road-accessible shaft mine and small-scale, past producer of high-grade direct shipping copper ore centred on the historic Boston Creek copper trend.

Cam copper mine is centred on a newly recognized high-grade Besshi-type volcanogenic massive sulphide (VMS) copper system situated at the northwest end of a 0.9 km long southeast-trending belt of VMS horizons. Besshi-type VMS deposits are an important global source of base metals, simplistically characterized as vented, broad sheet-like layers of magnetite, iron-copper-lead-zinc-arsenic sulphides, cobalt, sulphosalts, silver and possibly gold deposited on an ancient sea floor, hosted in volcano-sedimentary rock packages.

On Nov. 23, 2023, Northstar announced results from a 720-metre diamond drill program completed on the historic high-grade Cam copper mine, located on Northstar's 100-per-cent-owned Miller property situated 18 kilometres southeast of Kirkland Lake, Ont. The company reported all four drill holes intersected lenses of Cu-rich volcanogenic massive sulphides, including massive and stringer chalcopyrite in drill hole CC03-23 grading 14.8 per cent Cu over 2.45 m from 116.55 m to 119 m in zone 2 (see Northstar news release dated Nov. 23, 2023). These results suggest zone 2 is thickening in a southeast and down-plunge direction. Zones 1, 3 and 4 also remain open along strike and at depth.

Northstar is positioning to conduct a down-hole electromagnetic geophysical survey from 2023 Cam drill holes in early 2024, with intentions to further define the down-plunge and southeast extensions of zone 1 to 4 copper-bearing massive sulphide horizons. Geophysical anomalies will be subsequently drill tested by a phase II Cam diamond drill program in late February/early March, 2024.

All scientific and technical information contained in this news release has been prepared under the supervision of Brian P. Fowler, PGeo, president, chief executive officer and director of Northstar Gold, a qualified person within the meaning of National Instrument 43-101.

About Northstar Gold Corp.

Northstar's primary exploration focus is the advancement of the company's flagship, 100-per-cent-owned Miller gold property, situated 18 km southeast of Kirkland Lake and Agnico Eagle Mine's Macassa SMC gold mine. The company's strategy is to develop either a minimum material (one-million-plus-ounce) high-grade gold mineral resource to potentially supplement a nearby mining operation or a stand-alone mining operation at the Miller gold property.

We seek Safe Harbor.