Northstar Announces Strategic Financing to Advance Surgical Mining of High-Grade Copper at Cam Copper Project

Executive Summary
- Northstar Gold Corp. announced a non‑brokered private placement program to raise up to C$3.0 million to fund permitting, engineering and the launch of Novamera Inc.’s Surgical Mining™ pilot at its 100 % owned Cam Copper Project (Zone 2).
- The offering consists of three units – Critical Minerals Flow‑Through Units, Non‑Flow‑Through Units and Advance Royalty Units – each with distinct pricing, warrant structures and a royalty‑return feature that can deliver up to 4× investor cash‑flow returns.
- Proceeds will be used for a Zone 2 diamond drill program (starting Nov 15 2025), NI 43‑101 technical report and resource estimate, permitting, detailed engineering, mine planning, surface preparation and working capital.
Key Details
- Financing Structure
- Critical Minerals Flow‑Through Units: up to C$0.5 M at $0.06 per unit (1 flow‑through share + 1 non‑flow‑through warrant exercisable at $0.08 for 24 months).
- Non‑Flow‑Through Units: up to C$1.0 M at $0.05 per unit (1 common share + 1 warrant exercisable at $0.05 for 24 months).
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Advance Royalty Units: up to C$1.5 M at $25,000 per unit; each includes 300,000 common‑share purchase warrants ($0.05 exercise, 3‑year term) and a royalty interest in Cam Copper free cash flow with quarterly distributions until investors receive up to 4× principal plus accrued 10 % annual interest (max 3 years). Investors may convert accrued balance to common shares at $0.08 per share before commercial production.
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Tranche Expectations
- First‑tranche of ~C$800,000 from strategic investors for Flow‑Through/Non‑Flow‑Through Units.
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Additional first‑tranche of ~C$500,000 led by Northstar directors and strategic investors for Advance Royalty Units.
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Use of Proceeds (total up to C$3.0 M if fully subscribed)
- Commence Zone 2 diamond drill program (≈ 15 Nov 2025).
- Commission NI 43‑101 technical report & mineral resource estimate.
- Obtain permits and complete detailed engineering for Surgical Mining™ pilot.
- Mine planning, surface‑site preparation, mobilization of equipment.
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Working capital requirements.
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Cam Copper Zone 2 Surgical Mining™ Pilot
- Target extraction: ~116,000 t of high‑grade copper material over ~31 months from near‑surface VMS horizon.
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Utilises Novamera’s large‑diameter rotary drilling with real‑time downhole imaging and data analytics to minimize CAPEX, accelerate cash flow and reduce surface disturbance.
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Management Commentary – Brian P. Fowler, President/CEO: highlighted transition from concept to implementation, validation by strategic investors, the 4× royalty‑return structure, and low dilution for shareholders.
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Related Agreements
- Turnkey Surgical Mining Services Agreement with Novamera (executed 9 Oct 2025).
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Prior LOI (23 Jul 2025) and Zone 2 evaluation study (26 Jun 2025) indicating 75‑140 kt at 9‑18 % Cu (conceptual average 12 %).
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Director & Insider Participation – Directors may subscribe to the offerings; related‑party transactions will be disclosed in a subsequent closing release.
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Regulatory/Exemption Details – Offerings made under existing shareholder and investment dealer exemptions; securities subject to four‑month hold period and other applicable restrictions.
Notable Quotes
“This financing marks the transition of Cam Copper from concept to implementation… The 4× royalty‑return structure provides investors direct exposure to near‑term cash flow, with minimum dilution to current shareholders.” – Brian P. Fowler, President, CEO & Director
Materiality Assessment: Material – Positive (significant financing that enables project advancement and introduces a novel royalty‑based investment vehicle).