Northern Gold to Acquire Victory Gold

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAWS. 


Northern Gold Mining Inc. (TSX VENTURE:NGM) ("Northern Gold" or the "Company")
and Victory Gold Mines Inc. (CNSX:VGO) ("Victory Gold") are pleased to announce
that on December 12, 2012, Northern Gold, Victory Gold and a wholly-owned
subsidiary of Northern Gold ("Subco") entered into an amalgamation agreement
(the "Amalgamation Agreement") whereby Northern Gold will acquire all of the
issued and outstanding shares of Victory Gold, an arm's length party (the
"Transaction"). 


Pursuant to the Amalgamation Agreement, Northern Gold, Subco and Victory Gold
have agreed to complete the Transaction pursuant to which, among other things,
Subco and Victory Gold will amalgamate pursuant to the provisions of the
Business Corporations Act (Ontario) to form a wholly-owned subsidiary of
Northern Gold ("Amalco"), and each Victory Gold shareholder (other than a
Victory Gold shareholder who exercises dissent rights) will be entitled to
receive one (1) common share of Northern Gold (a "Northern Share") for every two
(2) common shares of Victory Gold (each a "Victory Share") held by such Victory
Gold shareholder. As a result, 20,371,549 Northern Shares will be issued to
former Victory Gold shareholders, on a non-diluted basis, at a deemed price of
$0.37 per share to acquire a 100% interest in Victory Gold. 


Upon completion of the Transaction, each holder of the outstanding 1,533,915
common share purchase warrants (the "Victory Warrants") of Victory Gold will
receive one-half the number of replacement common share purchase warrants of
Northern Gold, having the same terms as the Victory Warrants, as applicable, but
shall be exercisable at a price equal to double the exercise price of the
Victory Warrant being exchanged. Further, certain consultants of Victory Gold
that hold an aggregate of 400,000 stock options (the "Victory Options") and that
will remain with Northern Gold upon completion of the Transaction, will receive
one-half the number of replacement stock options of Northern Gold, having the
same terms as the Victory Options, as applicable, but shall be exercisable at a
price equal to double the exercise price of the Victory Options being exchanged.


In addition, the holder of a CDN$250,000 convertible promissory note, plus
accrued interest, of Victory Gold (the "Victory Note") shall be converted into
Victory Shares, at a conversion price of $0.20 per share.


In connection with the completion of the Transaction, Johnny Oliveira, the
current Chief Financial Officer of Victory will be appointed Chief Financial
Officer of Northern Gold to replace Mr. Eric Szustak who has resigned as Chief
Financial Officer of Northern Gold effective as at the date hereof. Northern
Gold would like to thank Mr. Szustak for his contributions to the Company and
wish him success in his future endeavours.


Completion of the Transaction will be subject to certain standard conditions
including, without limitation: (a) receipt of all necessary consents, waivers,
permits, exemptions, orders and approvals, including the approval of the TSX
Venture Exchange (the "TSXV") for the issuance of the Northern Shares pursuant
to the Transaction; and (b) receipt of shareholder approval by Victory Gold
shareholders to the Transaction. The Transaction will not be subject to the
approval of the shareholders of Northern Gold.


About Northern Gold 

Northern Gold Mining Inc. is a TSXV listed, publicly traded junior resource
company based in Toronto, Ontario, dedicated to the discovery and development of
high value mineral deposits in the proven mining camps of Kirkland Lake and
Timmins in north eastern Ontario. Northern Gold is focused on outlining two gold
deposits at an advanced stage of exploration on its 100% owned Garrison Gold
Property. The Company has recently acquired the Buffonta Property just 4 km
southwest. In addition to the Jonpol and Garrcon gold deposits, the Garrison
Property hosts several other gold mineralized showings, including the less
advanced 903 gold mineralized area. Northern Gold has historical mining
infrastructure at both the Jonpol and Garrcon Deposits, is commencing
exploration of the Buffonta Property, and continues to expand its land holdings
in the region.


About Victory Gold 

Victory Gold Mines Inc. is a publicly traded junior resource company based in
Toronto, Ontario that is exploring and expanding a former producing gold deposit
situated between two producing gold mines in the Timmins Gold District. 


Completion of the Transaction is subject to a number of conditions including but
not limited to TSXV acceptance and if applicable pursuant to the TSXV
requirements, receipt of approval by Victory Gold shareholders to the
Transaction. Where applicable, the Transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that the Transaction
will be completed as proposed or at all. 


Investors are cautioned that, except as disclosed in the management information
circular or filing statement to be prepared in connection with the Transaction,
any information released or received with respect to the Transaction may not be
accurate or complete and should not be relied upon.


Cautionary Statements Regarding Forward-Looking Information 

This press release contains "forward-looking information" within the meaning of
Canadian securities legislation. All information contained herein that is not
clearly historical in nature may constitute forward-looking information.
Generally, such forward-looking information can be identified by the use of
forward-looking terminology such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or variations of such
words and phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be achieved".
Forward-looking information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of activity,
performance or achievements of Northern Gold or Victory Gold to be materially
different from those expressed or implied by such forward-looking information,
including but not limited to: (i) the possibility that the Transaction would not
be completed; (ii) volatile stock price; (iii) the general global markets and
economic conditions; (iv) the possibility of write-downs and impairments; (v)
the risk associated with exploration, development and operations of mineral
deposits; (vi) the risk associated with establishing title to mineral properties
and assets; (vii) the risks associated with entering into joint ventures; (viii)
fluctuations in commodity prices; (ix) the risks associated with uninsurable
risks arising during the course of exploration, development and production; (x)
competition faced by the resulting issuer in securing experienced personnel and
financing; (xi) access to adequate infrastructure to support mining, processing,
development and exploration activities; (xii) the risks associated with changes
in the mining regulatory regime governing the resulting issuer; (xiii) the risks
associated with the various environmental regulations the resulting issuer is
subject to; (xiv) risks related to regulatory and permitting delays; (xv) risks
related to potential conflicts of interest; (xvi) the reliance on key personnel;
(xvii) liquidity risks; (xviii) the risk of potential dilution through the issue
of resulting issuer common shares; (xix) the resulting issuer does not
anticipate declaring dividends in the near term; (xx) the risk of litigation;
and (xxi) risk management. 


Forward-looking information is based on assumptions management believes to be
reasonable at the time such statements are made, including but not limited to,
completion of the Transaction, continued exploration activities, no material
adverse change in metal prices, exploration and development plans proceeding in
accordance with plans and such plans achieving their stated expected outcomes,
receipt of required regulatory approvals, and such other assumptions and factors
as set out herein. Although Northern Gold and Victory Gold have attempted to
identify important factors that could cause actual results to differ materially
from those contained in the forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or intended.
There can be no assurance that such forward-looking information will prove to be
accurate, as actual results and future events could differ materially from those
anticipated in such forward-looking information. Such forward-looking
information has been provided for the purpose of assisting investors in
understanding Northern Gold and Victory Gold's business, operations and
exploration plans and may not be appropriate for other purposes. Accordingly,
readers should not place undue reliance on forward-looking information.
Forward-looking information is made as of the date of this press release, and
Northern Gold and Victory Gold do not undertake to update such forward-looking
information except in accordance with applicable securities laws.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Northern Gold Mining Inc.
Martha Digby
Director, Corporate Communications
416.366.7300 ext. 105 or Cell: 416.455.7670
[e-mail]
www.northerngold.ca


Victory Gold Mines Inc.
Mr. John Kontak
President
[phone]
[e-mail]


Victory Gold Mines Inc.
David Black
IR
[phone]
[e-mail]


Victory Gold Mines Inc.
Maurice Hoewler
IR Europe
[phone]
[e-mail]
www.victorygoldmines.com