Financed, Permitted, and Focused on Exceptional Gold Assets in Nevada and Alaska.
Currently Trading on the TSX Venture Exchange under the symbol TSX.V : NM

Northern Empire Completes $15 Million Bought Deal Financing

Vancouver, B.C. – November 28, 2017 – Northern Empire Resources Corp. (TSXV: NM) (the “Company” or “Northern Empire”) is pleased to announce that it has closed its previously announced offering of 16,666,667 common shares of the Company (the “Common Shares”) at a price of $0.90 per Common Share (the “Offering Price”) for aggregate gross proceeds to the Company of $15,000,000.30 (the “Offering”). The Offering was completed by a syndicate of underwriters led by Cormark Securities Inc., as lead underwriter and bookrunner, and including GMP Securities L.P., Canaccord Genuity Corp., Haywood Securities Inc. and M Partners Inc. (together, the “Underwriters”). The number of Common Shares sold by the Company includes the exercise of the over-allotment option, in full, by the Underwriters.

As consideration for the services rendered by the Underwriters in connection with the Offering, the Company paid the Underwriters a cash commission of 6.0% of the gross proceeds raised from the sale of the Commons Shares other than in connection with certain president’s list purchasers in which case the fee was reduced to 1.5%.

The Offering is subject to the final approval of the TSX Venture Exchange.

The Common Shares issued under the Offering were offered by way of a short form prospectus dated November 21, 2017 (the “Prospectus”) in all of the provinces of Canada, except for Québec. Copies of the Prospectus and documents incorporated by reference therein are available electronically under the Company’s profile on SEDAR at www.sedar.com.

The proceeds of the Offering will be used in the manner described in the Prospectus.

Insiders of the Company have subscribed for an aggregate of 4,161,212 Common Shares under the Offering.  The issuance of Common Shares to insiders pursuant to the Offering (the “Insider Participation”) is considered to be a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”). The Company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(b) and 5.7(1)(a) of MI 61-101 in respect of any Insider Participation.

About Northern Empire

Northern Empire Resources (TSX.V: NM) is a well-financed gold exploration company focused on a large Nevada land package that hosts not only numerous past-producers with significant exploration upside, but also a turn-key open pit operation called the Sterling Mine. The Company is backed by founders of Newmarket Gold, which recently sold to Kirkland Lake Gold for +$1Bn, and Kaminak Gold, sold to Goldcorp for $520M.  The Company has recently completed successful confirmation drilling at the Sterling mine and is set to begin a significant exploration program early in 2018.

ON BEHALF OF THE BOARD OF NORTHERN EMPIRE RESOURCES CORP.

“Michael G. Allen”

President, CEO and Director

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 NEWS RELEASE.

Certain information set forth in this news release contains “forward-looking statements”, and “forward-looking information” under applicable securities laws. Except for statements of historical fact, certain information contained herein constitutes forward-looking statements, which include the intended use of proceeds. Some of the forward-looking statements may be identified by words such as “will”, “expects”, “anticipates”, “believes”, “projects”, “plans”, and similar expressions, and include statements relating to the final approval of the Offering by the TSX Venture Exchange and use of proceeds of the Offering. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which, may cause the Company’s actual performance and financial results in future periods to differ materially from any projects of future performance or results expressed or implied by such forward-looking statement. These risks and uncertainties include, but are not limited to: inability to obtain final approval of the Offering by the TSX Venture Exchange, liabilities inherent in mine development and production; geological risks, the financial markets generally, the results of the due diligence investigations to be conducted by the Company. There can be no assurance that forward-looking statement will prove to be accurate, and actual results and future events could differ materially from those anticipate in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.

For further information contact:

Michael G. Allen, President, CEO and Director
Tel: 604 646 4524

Or visit our website: www.northernemp.com