Copper North Announces Shares for Debt Transaction and Closes Portion of Flow-Through Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 21, 2015) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES

Copper North Mining Corp. ("Copper North" or the "Company") (TSX VENTURE:COL) reports that it plans to issue shares for debt to satisfy amounts due to certain creditors (the "Shares for Debt Transaction") and announces the completion of the first portion of the flow-through private placement announced on December 8, 2015, as amended December 15, 2015 (the "Private Placement").

Copper North has entered into agreements with two arms' length creditors to satisfy indebtedness of $283,000 by proposing to issue 5,660,000 common shares at a price of $0.05 per common share. The Shares for Debt Transaction is subject to regulatory approval and all common shares issued will be subject to a four month hold period from the date of issuance.

The Company determined to satisfy the indebtedness with common shares in order to preserve its cash. Copper North believes that the proposed Shares for Debt Transaction will strengthen its balance sheet and increase the Company's attractiveness for future financings.

In addition, on December 18, 2015, the Company issued 3,333,333 flow-through units (the "FT Units") at a price of $0.045 per FT Unit for aggregate gross proceeds of $150,000. Each FT Unit consists of one flow-through common share of the Company and half of one non-transferable warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to purchase one additional common share of the Company at a price of $0.05 until December 18, 2017. 

The Company paid finders' fees of $13,500 and issued 300,000 warrants (the "Finders' Warrants") in connection with this portion of the Private Placement. Each Finders' Warrant entitles the holder to purchase one common share of the Company at a price of $0.05 until December 18, 2017.

All securities issued, including common shares to be issued upon exercise of Warrants or Finders' Warrants, are subject to a hold period and as such may not be traded until April 19, 2016.

The Company intends to use the proceeds from the Flow-through Placement for exploration at the Carmacks Project and/or the Thor property. 

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable securities laws or an exemption from such registration is available.

On behalf of the Board of Directors:

Dr. Harlan Meade, President, CEO and Director

About Copper North

Copper North is a Canadian mineral exploration and development company. Copper North's assets include the Carmacks Project located in the Yukon, the Redstone property located in the Northwest Territories, and the Thor property in British Columbia. Copper North trades on the TSX Venture Exchange under the symbol COL.

This news release includes certain forward-looking information or forward-looking statements for the purposes of applicable securities laws. These statements include, among others, statements with respect to the completion of the Shares for Debt Transaction; the price of securities issued pursuant to the Shares for Debt Transaction; use of proceeds from the Private Placement; and proposed exploration and development activities and their timing. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements to differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include, among others, the timeliness and success of regulatory approvals, the timing and success of future exploration and development activities, exploration and development risks, market prices, exploitation and exploration results, availability of capital and financing, general economic, market or business conditions, uninsured risks, regulatory changes, defects in title, availability of personnel, materials and equipment, unanticipated environmental impacts on operations and other exploration risks detailed herein and from time to time in the filings made by the Company with securities regulators. In making the forward-looking statements, the Company has applied several material assumptions including, but not limited to, the assumptions that the Shares for Debt Transaction will receive regulatory approval and will proceed as planned, the proposed exploration and development of the mineral projects will proceed as planned, market fundamentals will result in sustained metals and mineral prices, and any additional financing needed will be available on reasonable terms. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.

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.

Contact

Copper North Mining Corp.
Dr. Harlan Meade
President and Chief Executive Officer
604. 398.3451
info@coppernorthmining.com
www.coppernorthmining.com