Northern Spirit Resources Inc.

December 15, 2009 12:15 ET

Northern Spirit Resources Inc. Announces Exempt Take-Over Bid for 1250900 Alberta Inc. and Completion of Pekisko Acquisition

CALGARY, ALBERTA--(Marketwire - Dec. 15, 2009) -


James N. Tanner, President of Northern Spirit Resources Inc. ("Northern Spirit" or the "Corporation") (TSX VENTURE:NS), is pleased to announce that the Corporation has agreed to make an exempt take-over bid (the "Offer") for all the Class "A" shares ("AlbertaCo Shares") and outstanding finders' Compensation Options ("AlbertaCo Options") of 1250900 Alberta Ltd. ("AlbertaCo") by the issuance of 0.61 of an NSI Share and 0.43 of an NSI Warrant for each AlbertaCo Share, and one third of an NSI Warrant for each AlbertaCo Option. Each NSI Warrant entitles the holder thereof to purchase one NSI Share at a price of $0.26 each for a three-year period. Assuming tendering of 100% of the AlbertaCo Shares and the AlbertaCo Options, the Corporation will issue (subject to rounding) approximately 1,997,655 NSI Shares and 1,518,609 NSI Warrants.

The completion of the Offer is subject to receipt of 90% of the AlbertaCo Shares, the usual condition that there will have been no adverse material changes in the affairs of AlbertaCo and the approval of the TSX Venture Exchange. There is no guarantee that the Offer will be successful and the Corporation has not entered into any written agreements with any AlbertaCo securityholder for the purchase and sale of AlbertaCo securities.

AlbertaCo is a Calgary-based private company, is not a reporting issuer and has less than 50 shareholders and accordingly, the Offer is exempt under the take-over bid requirements of s. 4.3 of National Instrument 62-104 and specifically from the provisions of Part 2 thereof. It is anticipated that the Offer will be mailed today and is intended to be closed before year-end. In the event that 90% of the AlbertaCo Shares not owned for the benefit of Northern Spirit or its associates and affiliates are tendered, Northern Spirit intends to seek the compulsory acquisition of the remaining AlbertaCo Shares pursuant to the provisions of s. 196 of the Business Corporations Act (Alberta) and thereafter amalgamate the companies.

James N. Tanner and Richard F. Boyd, officers and directors of the Corporation are officers and directors of AlbertaCo; Ronald S. Maurice is a director of both companies and each is a shareholder, but not a "control person" of AlbertaCo. The Independent Committee of the Corporation comprised of Lamont C. Tolley and Frank M. Lowe have approved the making of the Offer. The independent directors of AlbertaCo have agreed to recommend acceptance of the Offer by their shareholders.

AlbertaCo has a 16.4% working interest in 15 undeveloped sections of Crown oil and gas leases in the Gold Creek area of Alberta, which were acquired by AlbertaCo at a Crown sale in 2008 at a price of approximately $900,000. The Independent Committee of the Northern Spirit board of directors had ordered an independent evaluation of the Gold Creek Interest from Independent Land Evaluations Inc. of Calgary, Alberta which has set the value of the entire approximately 16.4% interest of AlbertaCo at $1,065,217.

The Corporation has determined that there are exemptions available form the various requirements of Multilateral Instrument 61-101 (Formal Valuation- Issuer not Listed on Specified Markets; Minority Approval- Fair Market Value Not More Than $2,500,000.

The Corporation also announces that it has closed the acquisition of the Pekisko Interest referred to in the Corporation's November 4, 2009 news release and as approved at the Annual and Special Meeting of Shareholders but has not proceeded with the acquisition of the Gold Creek Interests referred to in the other November 4, 2009 news release in light of the aforesaid Offer.

The Corporation also announces that subject to Exchange acceptance, it will close a non-brokered private placement to non-related parties of 800,000 shares at $0.25 each to raise $200,000 which will be used for exploration and general corporate purposes. Assuming closing of such financing, Northern Spirit will have 10,723,078 issued and outstanding common shares.

WARNING: the Corporation relies upon litigation protection for "forward looking" statements. The information in this release may contain forward-looking information under applicable securities laws. This forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the forward-looking information. Factors that may cause actual results to vary material include, but are not limited to, inaccurate assumptions concerning the exploration for and development of mineral deposits, currency fluctuations, unanticipated operational or technical difficulties, changes in laws or regulations, the risks of obtaining necessary licenses and permits, changes in general economic conditions or conditions in the financial markets and the inability to raise additional financing. Readers are cautioned not to place undue reliance on this forward-looking information. The Corporation does not assume the obligation to revise or update this forward-looking information after the date of this release or to revise such information to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.

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.

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