NEMI Northern Energy and Mining Inc. Announces Results of Substantial Issuer Bid

VANCOUVER, Dec. 28, 2011 - NEMI Northern Energy and Mining Inc. [TSX: NNE.A] ('NEMI' or the 'Company') announced today the results of its previously announced substantial issuer bid (the 'Offer') pursuant to which it offered to repurchase for cancellation: (i) up to 38,000,000 of its outstanding Class A Common Shares (the 'Shares') at a purchase price of $1.06 per Share; and (ii) up to $10,449,000 in principal amount of outstanding 8% convertible debentures (the 'Debentures') at a purchase price of $117.78 per $100 in principal amount of Debenture, plus accrued and unpaid interest. The Offer expired at 5:00 p.m. (Toronto time) today.

Based on the final report for the depositary for the Offer, a total of 38,203,032 Shares and $10,119,000 in principal amount of Debentures were validly deposited and not withdrawn under the Offer. NEMI will take-up and pay for (i) 38,000,000 Shares tendered to the Offer, on a pro-rata basis, representing approximately 99.47% of the total number of Shares tendered to the Offer; and (ii) all $10,119,000 in principal amount of Debentures tendered under the Offer, for aggregate consideration of $52,599,591 inclusive of accrued and unpaid interest owing on the Debentures. Shares deposited under the Offer not purchased because of pro ration will be returned promptly by the depository to the depositing shareholder.

Following the purchase and cancellation of the Shares and Debentures tendered under the Offer, the Company will have an aggregate of 16,568,135 Shares and $330,000 in principal amount of Debentures outstanding.

Take-up and payment for the Shares and Debentures validly deposited and accepted for purchase under the Offer will be made as soon as practicable in accordance with the Offer.

The full details of the Offer are described in the Company's offer to purchase and issuer bid circular dated November 18, 2011, which includes a copy of the formal valuation of the Shares prepared by Salman Partners Inc. ('Salman'), as well as the related letter of transmittal and notice of guaranteed delivery, copies of which are available in under NEMI's SEDAR profile at www.sedar.com.


This news release includes forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. 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 forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements.



CONTACT:

Michael Cooney, Chairman
NEMI Northern Energy & Mining Inc.
(T) (415) 339-8825