Mr. Brian Fowler reports
NORTHSTAR CLOSES 1ST TRANCHE OF PRIVATE PLACEMENT, ADVANCES CAM COPPER SURGICAL MINING PROJECT
Northstar Gold Corp. has closed the first tranche of previously announced non-brokered private placements of hard-dollar (HD), flow-through (FT) and non-dilutive advanced royalty units. (Please see Northstar's news release dated Oct. 29, 2025.)
The offering consisted of the issuance of 7,345,000 flow-through units for proceeds of $440,700, 3.3 million non-flow-through units for proceeds of $165,000 and $250,000 through the issuance of royalty units, for a cumulative tranche 1 total of $855,700. The flow-through units were issued at six cents, and each unit comprises one flow-through common share, designed as a flow-through share under the provisions of the Income Tax Act (Canada), and one non-flow-through share purchase warrant. Each full warrant is exercisable into one non-flow-through common share at an exercise price of eight cents for a period of 24 months. The non-flow-through units were issued at five cents, and each unit comprises one common share and one share purchase warrant. Each full purchase warrant is exercisable into common shares at a price of five cents for a period of 24 months.
The company also issued 10 royalty units at $25,000 each. Each royalty unit includes 300,000 warrants, exercisable at five cents for three years, and is secured by a royalty-type interest in future Cam copper free cash flow. Under this structure, 50 per cent of the project's free cash flow will be distributed quarterly to investors until each investor has received a return of up to four times the accrued principal amount (being the amount invested plus accrued interest), backed by cash flow from commercial production from the Cam copper project. The royalty units will accrue interest at a rate of 10 per cent per annum for a maximum of three years. Investors may, at any time, prior to the commencement of commercial production at the Cam copper mine, convert their outstanding accrued investment balance into common shares at eight cents per share, subject to customary stock exchange approvals. Northstar insiders participated in this tranche and the company will close a near-term, second tranche with additional orders on hand.
"Northstar is pleased with increased investor awareness, interest and support for Novamera turnkey Surgical Mining copper at the company's 100%-per-cent-owned high-grade Cam copper mine situated 18 kilometres southeast of Kirkland Lake, Ont.," states Brian P. Fowler, PGeo, Northstar president, chief executive officer and director. (Please see Northstar's news release dated Nov. 24, 2025.)
"First tranche proceeds provides for an immediate zone 2 infill diamond drill program, metallurgical testwork, NI 43-101 resource estimate and technical report preparation, and mine permitting.
"Cam copper development and financing will be supplemented by project partners Digital -- Canada's Global Innovation Cluster for digital technologies, Novamera Inc. and Micon International Ltd., as part of a larger project providing partial funding to support data-driven and digital solutions. Further details will be provided by Digital in due course."
Use of proceeds
This financing provides the initial capital platform to launch Northstar's Cam copper zone 2 Surgical Mining pilot, being advanced under a definitive turnkey surgical mining services agreement executed with Novamera on Oct. 9, 2025. (Please see Northstar's news release dated Oct. 9, 2025.) Project financing and support will be augmented further by the recently signed master project agreement (MPA) with Digital for digital technologies, Novamera and Micon International, as part of a larger project providing partial financing to support data-driven and digital solutions. (Please see Northstar's news release dated Nov. 24, 2025.)
Northstar is advancing toward issuance of a notice to proceed under the agreement by obtaining the necessary permits and project financing.
Proceeds will be directed toward:
- Zone 2 definition diamond drill program, to commence mid-December, 2025;
- Cam copper zone 2 metallurgical testwork;
- Commission a National Instrument 43-101-compliant technical report and mineral resource estimate'
- Permitting and detailed engineering for the Cam copper zone 2 Surgical Mining program;
- Mine planning, surface site preparation and mobilization;
- Working capital.
Cam copper Surgical Mining program
The definitive Northstar-Novamera agreement provides for the extraction of approximately 116,000 tonnes of high-grade copper material from the near-surface zone 2 VMS horizon over an estimated 31 months, using Novamera's precision large-diameter drilling system with real-time downhole imaging and data analytics.
The program is designed to demonstrate a low-impact, data-driven approach to copper recovery that reduces capex, accelerates time to cash flow and minimizes surface disturbance.
Northstar will commission an NI 43-101-compliant technical report and mineral resource estimate to establish reasonable prospects for eventual economic extraction prior to any production decision.
Cam copper Surgical Mining project
The previously signed Surgical Mining services and MPA agreements are predicated on Novamera's recent positive "zone 2 proposed development and Surgical Mining evaluation study" (Please see Northstar's news release dated June 26, 2025.) of Northstar's near-surface zone 2 exploration target, with tonnages ranging between 75,000 and 140,000 tonnes, with grades ranging between 9 per cent and 18 per cent copper, with a conceptual average grade of 12 per cent copper (1) (Please see Northstar's news release dated June 12, 2025.)
The Cam copper mine zone 2 is interpreted to contain copper-rich, Besshi-style volcanogenic massive sulphide (VMS) mineralization, primarily chalcopyrite and bornite, extending from surface to a depth of approximately 200 metres, over a strike length of approximately 125 metres and an average width of one metre. The high-grade mineralization remains open at depth, plunging southeast at minus 71 degrees along a well-defined VMS feeder structure.
Zone 2 is the largest of 3 narrow, steeply dipping tabular copper horizons with a historical estimate by a previous operator averaging 10 per cent copper over a 0.85-metre true width, 42-metre strike length and a minimum 140 metre depth extent from surface (2). Northstar's 2023 and 2024 zone 2 drilling (seven holes), including an intercept of 14.8 per cent copper over 2.45 metres in drill hole CC-03-23 (Please see Northstar's news release dated Nov. 23, 2023.), and zone 2 exploration target (1) results corroborate these historical estimates. Novamera's Surgical Mining is well suited to exploit zone 2 copper mineralization with minimum mining dilution and environmental impact.
Novamera's innovative and proven concept Surgical Mining approach, featuring real-time reclamation and minimal water discharge can potentially streamline the regulatory pathway and accelerate project timelines. This is facilitated by rotary drilling large-diameter holes from the surface, targeting zone 2 copper mineralization. The resulting broken rock is recovered and shipped directly to a nearby mill for processing. The process comprises data-driven hardware and software solutions that guide the drilling process and minimize dilution. Once drilled, the holes can be immediately reclaimed to provide structural support to the mine with a minimal environmental footprint on surface.
Northstar and Novamera have entered into a strategic agreement for the Cam copper project, with due diligence and implementation planning under way over the next several months. Novamera will earn a 5-per-cent revenue share from the project. With a low upfront capital requirement of approximately $1.5-million (U.S.) and the remainder of project capital costs structured off balance sheet, Novamera's approach offers an attractive risk-adjusted return profile (3).
(1) The above exploration target range in tonnes and grade highlights the exploration potential of Cam copper No. 2 zone. The quantity and quality are purely conceptual in nature. Insufficient exploration has been carried out to define a mineral resource on the property and a qualified person has not done sufficient work to classify the Cam copper exploration target projection as a current mineral resource. These values cannot and should not be relied upon are only included herein as an indication of potential mineralization on the property. Additional exploration, including an NI 43-101 technical report, CIM- and NI-43-101-compliant mineral resource estimate, and a preliminary economic assessment, are required to establish the economic potential of Cam copper No. 2 zone. It remains unclear whether a mineral resource will be delineated on the property.
(2) Ontario Ministry of Energy, Northern Development and Mines and Mines, assessment file No. KL-0843, prospectus of Fidelity Mining Investments Ltd., 1962.
(3) The above scope of work is a preliminary conceptual estimate based on early-stage evaluation and does not constitute a production decision. An NI 43-101-compliant mineral resource estimate and a supporting technical report are required to determine whether the project has reasonable prospects for eventual economic extraction.
Qualified person
The scientific and technical information related to the exploration target contained in this news release has been reviewed and approved by Christopher Keech, PGeo, a qualified person as defined by NI 43-101 and principal geologist of CGK Consulting Services Inc., who is independent of the company. Mr. Keech has verified that the information herein is consistent with Northstar's previously disclosed data and prior technical studies.
About Northstar Gold Corp.
Northstar's focus is to advance and expand the near-surface Allied gold zone and high-grade Cam copper VMS deposits on its 100-per-cent-owned Miller copper-gold property near Kirkland Lake. The company is targeting a plus-one-million-ounce-gold/high-grade-copper resource base capable of supporting regional or stand-alone production.
Northstar has three additional 100-per-cent-owned exploration projects in Northern Ontario, including the 1,150-hectare Rosegrove property, situated 0.5 kilometre from the Miller property, the 4,650-hectare Bryce gold property (includes the recently optioned Britcanna lease), an intrusive-gold/PME VMS project located along the projected east extension of the Ridout break, and the Temagami-Milestone Cu-Ni-Co (copper-nickel-cobalt) critical minerals property located in Strathcona township. Northstar is seeking exploration partners to advance all three properties.
Northstar's primary exploration focus is to advance and expand the near-surface, Allied gold zone bulk-tonnage gold-telluride deposit and more recently discovered VMS copper mineral deposits on the company's flagship, 100-per-cent-owned Miller copper-gold property. The company's strategy is to develop a material (plus one million ounces gold/high-grade copper) mineral resource base to supplement a nearby mining operation or support stand-alone mining operations at the property.
We seek Safe Harbor.
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