Northern Lights Announces Closing of NSR Royalty Transaction and Proposed Shares for Debt Settlement

• Royalty transaction: Sale of the 1 % NSR royalty on the Medicine Springs Project (Nevada) to a subsidiary of Torex Gold Resources for US$2.2 million cash.
• Debt settlement: Issuance of up to 1,630,000 common shares at a deemed price of $0.12 per share to extinguish CAD 195,600 of outstanding debt (including CAD 21,600 owed to insiders). Shares are subject to a statutory hold period of four months and one day.
• Fees & approvals: A 5 % cash finder's fee will be paid; completion is contingent on CSE acceptance and regulatory sign‑off, expected within five business days.
• Strategic comment: CEO Luka Capin states the transaction provides “non‑dilutive capital” to strengthen the balance sheet and focus on higher‑impact Canadian assets (Pup, Horetzky).

• Balance‑sheet effect: Cash inflow of US$2.2 m (~CAD 3 m) plus removal of CAD 195.6 k debt improves net cash position from a near‑zero level to ~CAD 0.32 m (see interim statements). Debt‑to‑equity ratio falls sharply, reducing liquidity risk.
• Share dilution: Issuing up to 1.63 M shares at $0.12 represents ≈2.6 % of the current issued share count (≈62.5 M), a modest dilution that is offset by debt reduction and cash proceeds.
• Royalty removal: Eliminates any future upside from Medicine Springs, but the royalty was non‑core; cash received exceeds the present value of expected NSR cash flows, making it a net positive.
• Overall: The combined financing is material to the company’s capital structure and enables continued exploration on its core Canadian projects without further borrowing. It does not fundamentally alter the business model, so it is Material – Positive, not a game‑changer.

Northern Lights Resources Corp. is an exploration‑stage miner focused on copper‑gold projects in Canada (Pup, Horetzky) and holds a non‑core 1 % NSR royalty on the Medicine Springs Project (Nevada). The flagship assets are the Pup Copper Project (Yukon) – currently at drill‑decision status – and the Horetzky Copper Project (British Columbia).