Northern Empire Resources Corp. (TSX VENTURE:NM) (the “Company” or “Northern Empire”) has today entered into an agreement with a syndicate of underwriters led by Cormark Securities Inc. (the “Underwriters”) pursuant to which the Underwriters have agreed to purchase on a bought deal basis 11,200,000 common shares of the Company (the “Shares”) at a price of $0.90 per Share (the “Offering Price”), representing total gross proceeds of $10,080,000 (the “Offering”). Closing is expected on or about November 28, 2017 and is subject to regulatory approval including that of the TSX Venture Exchange and the securities regulatory authorities.

In addition, the Company has granted the Underwriters an option (the “Over-Allotment Option”), to purchase up to 1,680,000 additional Shares at the Offering Price for market stabilization purposes and to cover over-allotments, exercisable within 30 days of the date of closing. In the event that the Over-Allotment Option is exercised in its entirety, the aggregate gross proceeds of the Offering will be $11,592,000.

The net proceeds of the Offering will be used by the Company to advance its Sterling Gold Property in Nevada and for general corporate purposes.

The Shares will be offered by way of a short form prospectus to purchasers in all provinces of Canada other than Quebec, in the United States on a private placement basis pursuant to applicable exemptions under the United States Securities Act of 1933, as amended (the “1933 Act”), and in jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction The Shares have not been and will not be registered under the 1933 Act and they may not be offered or sold in the United States or to a US person unless an exemption from registration is available.

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 the registration requirements.