NFR Northern Freegold Resources Ltd

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES


Northern Freegold Resources Ltd. (TSX VENTURE:NFR)(OTCQX:NFRGF)(FRANKFURT:8N6)
("Northern Freegold" or the "Company") is pleased to announce that it has
entered into an agreement with Northern Securities Inc. ("Northern") in
connection with a best efforts private placement of up to 21,428,571
flow-through units at a price of $0.28 per flow-through unit, for gross proceeds
of up to $6.0 million (the "Offering"). Each flow-through unit will consist of
one flow-through eligible common share and one-half of one non-transferable
common share purchase warrant, with each whole warrant being exercisable to
acquire an additional common share at $0.35. The warrants will be subject to an
acceleration clause that would require their exercise within thirty days of
notice from the Company in the event that the Company's shares close at a price
of, or higher than, $0.42 per share for a period of 30 consecutive trading days.
Such acceleration clause cannot be exercised by the Company until 6 months from
the Closing of this Offering. 


Northern Freegold intends to use the net proceeds of the Offering for further
exploration work on its Freegold Mountain property. 


The Company will pay a cash commission of up to 6% of the aggregate gross
proceeds of the Offering, and broker warrants of up to 6% of the number of
flow-through units sold pursuant to the Offering. Each broker warrant will be
exercisable into one unit at a price of $0.35 for a period of 18 months after
the closing date of the Offering, with each such unit consisting of one
non-flow-through common share and one-half of one non-transferable common share
purchase warrant, with each whole warrant being exercisable to acquire an
additional non-flow-through common share at a price of $0.35 per share. The
warrants issuable upon exercise of the broker warrants will be subject to the
same acceleration clause as the warrants issued as part of the flow-through
units. 


The Company has granted Northern an option (the "Over-Allotment Option") to
purchase up to that number of additional flow-through units as is equal to 15%
of the number of flow-through units sold under the Offering at a price of $0.28
per flow-through unit on the same terms and conditions of the Offering. The
Over-Allotment Option is exercisable by Northern within thirty days of the
closing of the Offering. 


All securities issued in connection with the private placement will be subject
to a four month hold period. The private placement is subject to all required
approvals, including the approval of the TSX Venture Exchange. The Offering is
expected to close on or about April 23, 2012. 


This press release shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the securities in any state in
which such offer, solicitation or sale would be unlawful. The securities have
not been registered under the United States Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.


About Northern Freegold 

Northern Freegold Resources Ltd. (TSX VENTURE:NFR)(OTCQX:NFRGF) trades in the
United States on OTCQX under the symbol "NFRGF", and in Canada on the TSX
Venture Exchange under the symbol "NFR". Northern Freegold is a rapidly
advancing Canadian-based precious metals exploration and development company.
Northern Freegold brings wide-ranging expertise and strong management to focus
on the development of its district-scale Freegold Mountain gold and copper
project in the Yukon and the Burro Creek gold and silver property in Arizona.


On behalf of the Board of Directors 

John Burges, President and CEO 

Cautionary Note Regarding Forward-Looking Information: Statements in this press
release include certain "forward-looking information". All statements, other
than statements of historical fact, included herein, including, without
limitation, the terms and expected closing date of the proposed private
placement and the company's use of the proceeds of the proposed private
placement, contain forward-looking information. Readers are cautioned that
actual events may vary from the forward-looking information contained in this
news release. Material risk factors that could cause actual results to differ
materially from the forward-looking information in this news release include,
but are not limited to, changes in market conditions or regulatory requirements
applicable to the private placement, inability of the Company to complete the
proposed private placement due to inability to obtain regulatory approvals
required to complete the proposed private placement or otherwise, uncertainties
involved in the interpretation of drilling results and geological tests, the
results of exploration being different than those anticipated by management and
the need for cooperation of government agencies and First Nation groups in the
exploration and development of the Company's Freegold Mountain property. The
forward-looking information in this news release is based on the assumptions
that market conditions and regulatory requirements will not change in any
material respect, that the Company will be able to obtain all approvals required
for the completion, and to complete, the proposed private placement and that the
Company's planned exploration of its Freegold Mountain property will proceed as
anticipated. The Company does not assume any responsibility for updating
forward-looking information, except as required by law.

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