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Final Term Sheet Relating to
Preliminary Prospectus Supplement
dated September 29, 2010 and
Registration Statement No. 333-167487
Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Northgate Minerals Corporation
US$150 million Convertible Senior Notes due 2016
Final terms and conditions   September 30, 2010
     
Offering Size:
  US$150,000,000
 
    
Over-allotment:
  US$20,000,000
 
    
The Security:
  3.50% Convertible Senior Notes due 2016
 
    
Issuer:
  Northgate Minerals Corporation (NYSE Amex: NXG / TSX: NGX)
 
Sole Book-Running Manager:
  UBS Investment Bank
 
    
Co-Managers:
  Canaccord Genuity, CIBC World Markets, Mackie Research Capital Corporation, Cormark Securities Inc., Credit Suisse Securities (Canada), Macquarie Capital Markets Canada Ltd., Scotia Capital and TD Securities
 
    
Coupon:
  3.50% per annum, payable semi-annually in arrears on April 1 and October 1 each year, beginning of April 1, 2011
 
    
Public Offering Price:
  100%, plus accrued interest from and including October 5, 2010 to and excluding the settlement date, which must be paid by the purchasers of the notes
 
    
Initial Conversion Rate:
  244.9780 common shares per US$1,000 principal amount of notes
 
    
Initial Conversion Price:
  Approximately US$4.08
 
    
Maturity:
  October 1, 2016
 
    
Convertible into:
  Cash and/or common shares of NXG (see “Payment upon Conversion” below)
 
    
Call Protection:
  Not callable for life other than for tax reasons described below
 
    
Investor Put Option:
  None
 
    
Redemption for Tax Reasons:
  In the event of certain changes to the laws governing Canadian withholding taxes, NXG will have the option to redeem, in whole but not in part, the notes for a purchase price equal to 100% of the principal amount of the notes. Upon NXG giving a notice of redemption, a holder may elect not to have its notes redeemed, in which case such holder would not be entitled to receive the “additional amounts” as referred to in the Preliminary Prospectus Supplement
         
Conversion Rights:
  (i)   during any calendar quarter after the calendar quarter ending December 31, 2010, and only during such calendar quarter, if the closing sale price of NXG common shares for each of 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 130% of the conversion price in effect on the last trading day of the immediately preceding calendar quarter;
 
        
 
  (ii)   during the five consecutive business days immediately after any ten consecutive trading day period in which the trading price per $1,000 principal amount of notes

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      for each trading day of that note measurement period was equal to or less than 97% of the product of the closing sale price of NXG common shares and the applicable conversion rate for such trading day;
 
        
 
  (iii)   if NXG calls the notes for redemption;
 
        
 
  (iv)   if a delisting event occurs; and
 
        
 
  (v)   if NXG makes certain distributions on the common shares or engages in certain corporate transactions
     
Payment upon Conversion:
  Upon conversion, NXG will deliver common shares or, at NXG’s selection, cash or a combination of cash and common shares to satisfy the conversion obligation
 
    
Conversion Rate Adjustments:
  Full dividend protection—Conversion rate adjustment upon any cash distributions.

Anti-dilution protection also covers stock dividends, splits and combinations of common shares, distributions of shares of capital stock, certain rights and warrants and certain tender and exchange offers, all as described in the Preliminary Prospectus Supplement
 
    
Conversion Rate
Adjustment upon a Make-
Whole Fundamental
Change:
  If a make-whole fundamental change (as defined in the Preliminary Prospectus Supplement) occurs and a holder elects to convert its notes in connection with such a make-whole fundamental change, NXG will increase the applicable conversion rate for the notes surrendered for conversion by a number of additional common shares of NXG.
 
    
 
  Make-Whole Table
 
    
 
  The following table sets forth the number of additional shares per US$1,000 principal amount of notes that will be added to the conversion rate applicable to notes that are converted during the make-whole conversion period. The applicable prices set forth in the first column of the table below, and the number of additional shares, are subject to adjustment as described in the Preliminary Prospectus Supplement for the notes.
 
    
 
  Number of additional shares (per US$1,000 principal amount of notes)
                                                         
    Effective Date  
Applicable   October 5,     October 1,     October 1,     October 1,     October 1,     October 1,     October 1,  
Price   2010     2011     2012     2013     2014     2015     2016  
3.14
     73.4932       73.4932       73.4932       73.4932       73.4932       73.4932       73.4932  
3.50
     69.0456       65.0748       60.7913       56.3192       51.5758       45.9428       40.7363  
3.75
     60.5266       56.5380       52.1485       47.3975       42.0421       35.0305       21.6887  
4.00
     53.4396       49.4971       45.1017       40.2360       34.5614       26.8028       5.0220  
4.25
     47.4859       43.6340       39.3035       34.4421       28.6652       20.6420       0.0000  
4.50
     42.4398       38.7083       34.4918       29.7188       23.9948       16.0525       0.0000  
5.00
     34.4155       30.9749       27.0726       22.6297       17.2955       10.1136       0.0000  
5.50
     28.3895       25.2643       21.7260       17.7089       12.9418       6.8262       0.0000  
6.00
     23.7503       20.9364       17.7661       14.1940       10.0299       4.9632       0.0000  
6.50
     20.1012       17.5801       14.7590       11.6125       8.0185       3.8572       0.0000  
7.00
     17.1769       14.9241       12.4231       9.6653       6.5801       3.1552       0.0000  
8.00
     12.8271       11.0327       9.0746       6.9666       4.6975       2.3165       0.0000  
10.00
     7.5765       6.4303       5.2220       3.9770       2.7107       1.4226       0.0000  
15.00
     2.2002       1.8025       1.4146       1.0456       0.7014       0.3621       0.0000  

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  The exact applicable price and effective date may not be as set forth in the table above, in which case:
 
    
 
        if the actual applicable price is between two applicable prices listed in the table above, or the actual effective date is between two effective dates listed in the table above, NXG will determine the number of additional shares by linear interpolation between the numbers of additional shares set forth for the higher and lower applicable prices, or for the earlier and later effective dates based on a 365-day year, as applicable;
 
    
 
  if the actual applicable price is greater than US$15.00 per share (subject to adjustment in the same manner as the “applicable prices” in the table above), NXG will not increase the conversion rate; and

if the actual applicable price is less than US$3.14 per share (subject to adjustment in the same manner as the “applicable prices” in the table above), NXG will not increase the conversion rate.

However, NXG will not increase the conversion rate as described above to the extent the increase will cause the conversion rate to exceed 318.4712 shares per US$1,000 principal amount of notes. NXG will adjust the maximum conversion rate in the same manner in which, and for the same events for which, NXG must adjust the conversion rate as described under “—Conversion Rate Adjustments.”
 
    
Offer to Purchase upon a Fundamental Change:
  Upon a fundamental change (as described in the Preliminary Prospectus Supplement), NXG will be required to offer to purchase for cash all of the outstanding notes at a repurchase price equal to 100% of the principal amount of those notes, plus any accrued and unpaid interest, if any, up to but not including, the fundamental change repurchase date.
 
    
Events of Default:
  Standard events of default and, in addition, a termination of trading
 
    
Use of Proceeds:
  NXG intends to use the net proceeds from the offering as follows. Young-Davidson Construction (U.S. dollars in millions):
 
    
         
Mining (shaft deepening and ramp)
   $ 33.3  
Processing (plant & equipment)
   $ 83.1  
Indirects (owners costs and EPCM)
   $ 27.7  
 
      
Total
   $ 144.1  
     
Underwriting Commissions:
  3.25% per convertible note
 
    
Offering Expenses:
  NXG estimates that its share of total expenses of the offering will be approximately US$1 million.
 
    
Consolidated Capitalization:
  The following table sets forth NXG’s consolidated capitalization as of June 30, 2010 on an actual basis and as adjusted to give effect to the offering as though it had occurred on such date. The table should be read in conjunction with NXG’s unaudited interim consolidated financial statements for the three and six months ended June 30, 2010, including the notes thereto, including the reconciliation to U.S. GAAP, and management’s discussion and analysis of results of operations and financial conditions for such period, each of which is incorporated by reference in the Preliminary Prospectus Supplement. The table assumes no conversion of the notes into common shares. Since June 30, 2010, the date of the financial statements for NXG’s most recently completed financial quarter, there have been no material changes in NXG’s capitalization.

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    As at June 30, 2010
            As adjusted
    Actual   (the offering)(1)
    (expressed in thousands of U.S. dollars
    except for common shares and
    notes outstanding)
Cash and cash equivalents
     204,173       348,298  
Debt:(2)
                
Current Portion of Long-Term Debt
     —       —  
Capital Lease Obligations
     11,097       11,097  
Senior Convertible Notes (liability component)
     —       114,600  
Total Debt
     11,097       125,697  
Shareholders’ Equity
                
Common shares
     403,493       403,493  
Contributed surplus
     7,947       7,947  
Accumulated other comprehensive loss
     (20,599 )     (20,599 )
Senior Convertible Notes (equity component)
     —       29,525  
Retained earnings
     147,455       147,455  
Total Shareholders’ Equity
     538,296       567,821  
Total Debt and Shareholders’ Equity
     753,566       897,691  
Number of Common Shares Outstanding(3)
     290,912,650       290,912,650  
Number of Senior Convertible Notes Outstanding
     —       150,000  
 
(1)   Assuming no exercise of the underwriters’ over-allotment option. If the over-allotment option is exercised in full, the “as adjusted” amount for (i) cash and cash equivalents would be US$367.6 million; (ii) total debt would be US$141.1 million; (iii) total shareholders equity would be US$571.8 million; and (iv) total debt and shareholder’s equity would be US$917.0 million; and the face value of notes outstanding would be US$170 million.
 
(2)   Excludes short term loan (“Short Term Loan”) from Lehman collateralized by ARS held by us in the amount of US$40.8 million and including the current portion of capital lease obligations of US$6.7 million, respectively, as at June 30, 2010.
 
(3)   Not including the effects of dilution relating to NXG’s outstanding options.
     
Ranking:
  Senior Unsecured
 
    
Listing:
  The notes will not be listed on any securities exchange or quoted in any automated quotation system.
 
    
Form:
  Registered Global Securities
 
    
Denomination:
  US$1,000 and integral multiples thereof
 
    
Settlement:
  DTC
 
    
Pricing Date:
  September 30, 2010
 
    
Trade Date:
  September 30, 2010
 
    
Settlement Date:
  October 5, 2010
 
    
Security Code:
  CUSIP: 666416 AB8 ISIN: US666416AB86

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The information herein is qualified in its entirety by reference to the Preliminary Prospectus Supplement and related Prospectus relating to the security
The issuer has filed a registration statement (including a base prospectus) and a related Preliminary Prospectus Supplement dated September 29, 2010 with the SEC for the offering to which this communication relates. Before you invest, you should read the base prospectus included in the registration statement, the related Preliminary Prospectus Supplement and the other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus Supplement and accompanying base prospectus if you request it by calling (888) 722-9555, extension 19423-2626 or through your usual contact at UBS Securities LLC.
A final base shelf prospectus relating to these securities has been filed with the securities commissions or similar authorities in certain provinces of Canada. Offers of these securities are made only by means of the receipted final prospectus, along with any prospectus supplement. The Canadian final base shelf prospectus for this offering can be accessed, without charge at the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR) service on the SEDAR website, www.sedar.com. Alternatively, a copy of the Canadian final base shelf prospectus may be obtained from UBS Securities Canada Inc., Suite 4100, 161 Bay Street, Toronto, Ontario, Canada, M5J 2S1 through your usual contact at UBS Securities Canada Inc.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR AFTER THIS MESSAGE ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

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