NGM

NOT FOR DISSEMINATION IN THE UNITED STATES OR OVER UNITED STATES NEWSWIRE SERVICES

NORTHERN GOLD MINING INC. (TSX VENTURE:NGM) ("Northern Gold" or the "Company")
is pleased to announce that it intends to complete a non-brokered private
placement financing (the "Private Placement") of up to 40,000,000 units
("Units") at a price of $0.05 per Unit for gross proceeds of up to $2,000,000
(the "Offering"). Each Unit shall consist of one common share in the capital
stock the Company (a "Common Share") and one Common Share purchase warrant (a
"Warrant"). Each Warrant will entitle the holder thereof to acquire one Common
Share at an exercise price of $0.10 for a period of up to five years following
the closing of the Offering. 


The Offering is subject to certain conditions including, but not limited to, the
receipt of all necessary approvals, including the approval of the TSX Venture
Exchange ("TSX-V") and applicable securities regulatory authorities, as well as
shareholder approval. Northern Gold intends to close the Offering on or around
December 20, 2013. 


Northern Gold intends to use the net proceeds from the Offering to further
exploration and development of the Golden Bear Project, and for general working
capital purposes. 


Upon closing of the Private Placement, it is anticipated that Mr. Pierre Caland,
an insider of the Company, will own at least 15.78% of the Common Shares on a
non-diluted basis and at least 20.03% on a partially-diluted basis. As such, the
Private Placement will result in the creation of a new "Control Person" (as such
term is defined under the policies of the TSX-V), and in accordance with the
policies of the TSX-V, shareholder approval of the creation of a new Control
Person will be required, which shall be sought at the Company's annual and
special meeting of shareholders to be held on December 19, 2013. 


The participation in the Offering by Mr. Pierre Caland also constitutes a
"related party transaction" as such term is defined under Multilateral
Instrument 61-101 - Protection of Minority Security Holders in Special
Transactions ("MI 61-101"), requiring the Company, in the absence of exemptions,
to obtain a formal valuation for, and minority shareholder approval of, the
related party transaction. It is anticipated that Mr. Caland will subscribe for
a minimum of 8,500,000 Common Shares under the Private Placement for gross
proceeds for $425,000, representing approximately 15.78% of the total number of
Common Shares issued and outstanding on a non-diluted basis immediately after
the closing of the Offering. Assuming successful completion of the Offering, Mr.
Caland will hold, control or direct, directly or indirectly, a total of
45,408,515 Common Shares and 12,250,000 Warrants representing approximately
20.03% of the outstanding Common Shares on a partially-diluted and
post-transaction basis. The Company is relying on the exemptions from the formal
valuation and minority approval requirements under MI 61-101 pursuant to which a
formal valuation and minority approval are not required. The Company is exempt
from the formal valuation requirement of MI 61-101 in connection with the
Private Placement by relying on section 5.5(b) of MI 61-101 as no securities of
the Company are listed or quoted for trading on the Toronto Stock Exchange, the
New York Stock Exchange, the American Stock Exchange, the NASDAQ stock market or
any other stock exchange outside of Canada and the United States. Additionally,
the Company is exempt from obtaining minority shareholder approval in connection
with the Private Placement by relying on section 5.7(1)(b) of MI 61-101 as, in
addition to the foregoing, (i) neither the fair market value of the Common
Shares nor the consideration received in respect thereof from insiders would
exceed $2,500,000, (ii) the Company has one or more independent directors in
respect of the Private Placement who are not employees of the Company, and (iii)
all of the independent directors have approved the Private Placement.


About Northern Gold 

Northern Gold is a TSX-V listed gold company based in Toronto, Ontario. The
Company's main focus is the exploration and development of its prospective
mineral properties at the Golden Bear Project in the Larder Lake Mining
Division, northeastern Ontario. Northern Gold has a portfolio of advanced
exploration projects, including the Jonpol and Garrcon Deposits and the Buffonta
Property. Recent transactions, including the amalgamation with Victory Gold
Mines Inc. and the acquisition from Lac Properties, add to the Company's
regional development strategy along the Destor-Porcupine Fault Zone. 


Neither the TSX-V nor its Regulation Services Provider (as that term is defined
in the policies of the TSX-V) accepts responsibility for the adequacy or
accuracy of this release. No stock exchange, securities commission or other
regulatory authority has approved or disapproved of the information contained
herein. 


This News Release includes certain "forward-looking statements". These
statements are based on information currently available to the Company and the
Company provides no assurance that actual results will meet management's
expectations. Forward-looking statements include estimates and statements that
describe the Company's future plans, objectives or goals, including words to the
effect that the Company or management expects a stated condition or result to
occur. Forward-looking statements may be identified by terms such as "believes",
"anticipates", "expects", "estimates", "may", "could", "would", "will", or
"plan". Since forward-looking statements are based on assumptions and address
future events and conditions, by their very nature they involve inherent risks
and uncertainties. Actual results relating to, among other things, closing of
the Private Placement, results of exploration, project development, and the
Company's financial condition and prospects, could differ materially from those
currently anticipated in such statements for many reasons such as: changes in
general economic conditions and conditions in the financial markets; changes in
demand and prices for minerals; litigation, legislative, environmental and other
judicial, regulatory, political and competitive developments; technological and
operational difficulties encountered in connection with the activities of the
Company; and other matters discussed in this News Release. This list is not
exhaustive of the factors that may affect any of the Company's forward-looking
statements. These and other factors should be considered carefully and readers
should not place undue reliance on the Company's forward-looking statements. The
Company does not undertake to update any forward-looking statement that may be
made from time to time by the Company or on its behalf, except in accordance
with applicable securities laws.


This news release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities in the United States. The securities have not
been and will not be registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act") or any state securities laws and may not
be offered or sold within the United States or to U.S. Persons as defined under
applicable securities laws unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such registration is
available.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Northern Gold Mining Inc.
Martin Shefsky
President & Chief Executive Officer
647.297.8793
mshefsky@northerngold.ca


Northern Gold Mining Inc.
Eric Szustak
Manager, Business Development
905.330.7948
eszustak@northerngold.ca
www.northerngold.ca

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