Common Share and Flow-Through Common Share Private Placement Financing

cnw


(TSXV: NCG)


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


EDMONTON, Feb. 15 /CNW/ - North Country Gold Corp. (TSXV: NCG) (the "Company") is pleased to announce that it has entered
into an agreement with Canaccord Genuity Corp. as lead underwriter on
behalf of a syndicate of underwriters, including RBC Capital Markets
and Byron Capital Markets (collectively, the "Underwriters"), to
purchase 3,720,000 common shares (the "Common Shares") of the Company
at a price of C$1.35 per Common Share and 9,300,000 Common Shares
issuable on a "flow-through" basis pursuant to the Income Tax Act
(Canada) (the "Flow-Through Shares") at a price of C$1.62 per
Flow-Through Share for aggregate gross proceeds of C$20,088,000 on a
bought deal private placement basis (the "Underwritten Offering"). In
addition, the Company has also granted the Underwriters an option,
exercisable at any time up to 48 hours prior to the closing of the
Underwritten Offering, to purchase from the Company securities, in any
combination of Common Shares and Flow-Through Shares, to raise
additional proceeds of up to $5,000,000 (the "Over-Allotment Option",
and together with the Underwritten Offering, the "Offering").


The Underwriters will receive a cash fee on the sale of the securities
equal to 6% of the aggregate gross proceeds raised in the Offering, and
broker warrants ("Broker Warrants") equal to 6% of the Offering. Each
Broker Warrant shall be exercisable for one common share of the Company
at a price of C$1.47 at any time up to 24 months after closing.


The Company intends to use the proceeds of the Offering for exploration
of the Company's Committee Bay Project located in Nunavut and working
capital.


Closing of the Offering is anticipated to occur on or before March 9,
2011 and is subject to receipt of applicable regulatory approvals,
including approval of the TSX Venture Exchange. The Common Shares and
the Flow-Through Common Shares will be subject to a statutory hold or
restricted period of four months following the closing date.


This news release does not constitute an offer to sell or a solicitation
to buy such securities in the United States. The securities have not
been and will not be registered under the U.S. Securities Act of 1933,
as amended (the "1933 Act"), or under any state securities laws, and
may not be offered or sold, directly or indirectly, or delivered within
the United States or to, or for the account or benefit of, U.S. persons
(as defined in Regulation S under the 1933 Act) absent registration or
an applicable exemption from the registration requirements.


About North Country Gold Corp.


North Country Gold Corp. controls one of the largest under explored
greenstone belts within Canada, and has numerous drill-ready high-grade
gold targets, in addition to those at Three Bluffs. The gold-rich
Committee Bay Greenstone Belt is located approximately 300 kilometers
north of Baker Lake within Nunavut Territory, Canada. North Country Gold Corp. is currently the 100% beneficial
owner of the mineral rights to approximately 557,323 acres (225,569
hectares) of land comprising 216 active mineral claims and 14 mineral
leases.


North Country Gold Corp maintains an extensive quality control program
in the preparation, shipping and checking of all samples from the
property. The program is supervised by Peter Kleespies, M.Sc., P.
Geol. who is the Qualified Person as defined by NI 43-101. A detailed
description of North Country Golds.Corp's QA/QC program is provided on
the Company's website at >www.discoveryexp.com


On behalf of the Board


North Country Gold Corp.

John Williamson, P.Geol

President and CEO




This release includes certain statements that may be deemed to be
forward-looking statements. All statements in this release, other than
statements of historical facts that address access to capital,
regulatory approvals, exploration drilling, exploitation activities and
events or developments that the Company expects are forward-looking
statements. In particular, but without limiting the foregoing, this
press release contains statements concerning the anticipated closing
date of the Offering and the anticipated use of net proceeds of the
Offering. Although the Company believes the expectations expressed in
such forward-looking statements are based on reasonable assumptions,
such statements are not guarantees of future performance and actual
results or developments may differ materially from those in the
forward-looking statements. The closing of the Offering could be
delayed if the Company is not able to obtain the necessary regulatory
and stock exchange approvals on the timelines it has planned. The
Offering will not be completed at all if these approvals are not
obtained or some other condition to the closing is not satisfied.
Accordingly, there is a risk that the Offering will not be completed
within the anticipated time or at all. The intended use of the net
proceeds of the Offering by the Company might change if the board of
directors of the Company determines that it would be in the best
interests of the Company to deploy the proceeds for some other purpose,
such as an acquisition. Factors that could cause actual results to
differ materially from those in forward-looking statements include
market prices, exploitation and exploration successes, continuity of
mineralization, uncertainties related to the ability to obtain
necessary permits, licenses and title and delays due to third party
opposition, changes in government policies regarding mining and natural
resource exploration and exploitation, and continued availability of
capital and financing, and general economic, market or business
conditions. Investors are cautioned that any such statements are not
guarantees of future performance and actual results or developments may
differ materially form those projected in the forward-looking
statements. Readers are cautioned not to place undue reliance on this
forward-looking information, which is given as of the date it is
expressed in this press release, and the Company undertakes no
obligation to update publicly or revise any forward-looking
information, whether as a result of new information, future events or
otherwise, except as required by applicable securities laws. For more
information on the Company, investors should review the Company's
continuous disclosure filings that are available at http://www.northcountrygold.com/">www.northcountrygold.com, or contact: Brian Budd Director of Corp. Development Email: [email protected] Tel: 604-646-4525