North Country Gold Corp. Announces C$10,008,000 Bought Deal Flow-Through Common Share and Common Share Private Placement

    




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

 NCG: TSX-V 

 EDMONTON, AB, Nov. 28, 2011 /CNW/ - North Country Gold Corp. (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 (collectively, the "Underwriters"), to  purchase a maximum of 6,670,800 common shares (the "Shares") at a price  of C$0.75 per Share to raise up to C$5,003,100 and a minimum of  5,561,000 and a maximum of 11,120,000 common shares of the Company  issuable on a "flow-through" basis pursuant to the Income Tax Act (Canada) (the "Flow-Through Shares") at a price of C$0.90 per  Flow-Through Share to raise a minimum of C$5,004,900 and a maximum of  C$10,008,000, for total aggregate gross proceeds of C$10,008,000 (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 Shares and Flow-Through Shares, to raise additional  proceeds of up to 20% of the Underwritten Offering (the "Underwriters'  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$1.00 at any time up to 24 months after closing. 

 The Company intends to use the gross proceeds of the Flow-Through Share  issue to incur eligible Canadian Exploration Expense on the Company's  properties. These qualifying expenditures will be renounced in favour  of subscribers for the 2011 tax year. The net proceeds from the sale of  Shares will be used for other capital expenditures on the Company's  Committee Bay Project located in Nunavut and for general corporate  purposes. 

 Closing of the Offering is anticipated to occur on or before December  20, 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 in Canada with numerous drill-ready high-grade gold  targets. The gold-rich Committee Bay Greenstone Belt is located 180km  northeast of the of Agnico Eagle's Meadowbank gold mine. The Three  Bluffs deposit is geologically comparable, with similar grades, type of  mineralization and age as Meadowbank and Meliadine Gold Deposits. The  Company holds 100% interest in 530,630 acres along the 300km long belt  and has identified 5 distinct mineral development centers, focusing in  on the Three Bluffs deposit.  The Company plans to release an updated  gold resource in 2012. 

 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 - Standards of Disclosure for Mineral Projects.  A detailed description of North Country Gold Corp.'s QA/QC program is  provided on the Company's website at www.northcountrygold.com. 

 On behalf of the Board of Directors 

 North Country Gold Corp. 

 (signed)"John Williamson" 

 Neither the TSX Venture Exchange nor its Regulation Services Provider  (as that term is defined in the policies of the TSX Venture Exchange)  accepts responsibility for the adequacy or accuracy of this release. 

 This release includes certain statements that may be deemed  "forward-looking statements". All statements in this release, other  than statements of historical facts, that address exploration drilling,  exploitation activities and events or developments that the company  expects are forward-looking statements. 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. 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 from those projected in the  forward-looking statements. For more information on the Company,  investors should review the Company's continuous disclosure filings  that are available at www.sedar.com 

North Country Gold Corp.


CONTACT:  For more information on North Country Gold Corp., please visittheCompany's website: www.northcountrygold.com or contact:Brian BuddCorporate Secretary and Vice President of Corporate DevelopmentEmail: [e-mail]: 604-697-2861 


    

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