North Bay Resources Inc (NBRI)

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Deregistration of Shares of Common Stock

In connection with certain Securities Purchase Agreement (“Agreement”) between North Bay Resources Inc. (the “Company”) and Tangiers Investors, LP (“Tangiers”) dated October 7, 2009, the Company filed a Registration Statement (the “Registration Statement”) on Form S-1 (Commission File No. 333- 171603), which was declared effective by the Securities and Exchange Commission on January 24, 2011, and pursuant to which 19,726,822 shares of the Company’s Common Stock (the “Shares”) were registered.




Of the 19,726,822 Shares, Tangiers purchased 19,651,471 Shares and 75,351 Shares were not sold. In accordance with the undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Company hereby amends the Registration Statement to remove from registration a total of 75,351 of the Shares which were registered but not sold to Tangiers pursuant to the Agreement.